Contract analysis

Section 1: Matter Information Conflicts clearance was obtained on August 26, 2022, as documented in the internal Conflict Check Memorandum of the same date prepared by Daniel Obi and reviewed by Ian Blackwood. That memorandum confirmed the absence of any imputed or actual conflicts of interest with respect to the proposed client, the borrower's affiliates, the administrative agent, the syndicate lenders, the incumben

Section 2: Client Information 2.1 Entity Overview 2.2 Business Description Greenfield Agricultural Partners LLC is a vertically integrated agricultural enterprise engaged in row-crop production (corn, soybeans, and specialty grains), crop-input distribution (seed, fertilizer, and crop protection chemicals), grain storage and merchandising, and contract farming operations across the states of Iowa, Illinois, and India

Section 3: Matter Description / Scope of Engagement 3.1 Engagement Overview Calderwood & Harkness LLP has been engaged to represent Greenfield Agricultural Partners LLC ("GAP" or the "Borrower") as borrower's counsel in connection with the negotiation, documentation, and closing of a proposed $80,000,000 senior secured asset-based revolving credit facility (the "ABL Revolver" or the "Facility"). The Facility is being

1. Term Sheet Review. Review and provide comments on the indicative term sheet delivered by HCB on August 22, 2022, identifying areas for negotiation and markup from the Borrower's perspective.

2. Credit Agreement Negotiation. Negotiate, review, and markup all drafts of the Credit Agreement and related ancillary loan documents prepared by lender's counsel, Kessler, Brandt & Whitfield LLP ("KBW"). This will include detailed markup and negotiation of definitions, borrowing base mechanics, conditions precedent, representations and warranties, affirmative and negative covenants, events of default, and agency pr

3. Borrower-Side Document Preparation. Prepare borrower-side ancillary documents, including but not limited to: the Security Agreement (covering personal property collateral), the Guaranty Agreement (from subsidiary guarantors and parent guarantor), the Pledge Agreement (covering equity interests in GGS and GCI), mortgages and deeds of trust (covering the 14 grain elevator sites and 3 distribution centers), Deposit A

4. UCC and Lien Analysis. Conduct comprehensive UCC searches in all relevant filing jurisdictions (Iowa, Illinois, Indiana, and Delaware), analyze existing lien filings, and prepare a collateral perfection matrix to confirm first-priority perfected security interest status for the benefit of the Administrative Agent.

5. Entity Authorization and Organizational Review. Coordinate the preparation and delivery of entity authorization documents (board resolutions, member consents, officer's certificates) for all loan parties, obtain good standing certificates from all relevant jurisdictions, and review organizational documents (operating agreements, bylaws, certificates of formation/incorporation) for consistency with the proposed cre

6. Legal Opinion. Prepare and deliver the borrower's counsel legal opinion to be delivered at closing, including opinions as to due authorization, enforceability, no conflicts, perfection of security interests, and such other matters as may be reasonably required by the Administrative Agent and its counsel.

7. Field Examination and Auditor Coordination. Coordinate with the field examination firm (Pryor & Associates LLC) and the Borrower's independent auditors (Ashford, Kline & Pearce LLP) as necessary to facilitate the field examination process and address any information requests or follow-up items arising from the field examination.

8. Closing Management. Manage the closing process, including preparation of closing checklists and signature pages, coordination of funds flow (including payoff of the existing PNB facility), preparation of the funds flow memorandum, and administration of post-closing deliverables (including post-closing mortgage recordings, UCC filings, insurance endorsements, and other items to be completed within specified time pe

Section 4: Related Entities / Loan Parties In addition to the Borrower, the proposed ABL Revolver will require guaranty and collateral support from the following related entities (collectively with the Borrower, the "Loan Parties"): 4.1 Subsidiary Guarantors / Grantors 4.1.1 Greenfield Grain Storage LLC ("GGS") Role in Transaction: GGS owns and operates the Borrower's network of fourteen (14) grain elevator facilitie

Section 5: Adverse Parties and Counterparties 5.1 Lender's Counsel KBW has been retained by HCB as lender's counsel to prepare the initial draft of the Credit Agreement and ancillary loan documents. KBW is a nationally recognized firm with a well-regarded asset-based lending practice. Calderwood & Harkness has worked opposite KBW on multiple prior transactions, and we anticipate a professional and efficient negotiati

Section 6: Key Third Parties The following third parties are anticipated to play significant roles in the transaction: 6.1 Administrative Agent / Lead Arranger Heartland Commerce Bank, National Association 200 South Wacker Drive, 40th Floor, Chicago, Illinois 60606 Gregory Thorn is the senior relationship manager at HCB responsible for the overall credit relationship with Greenfield. Allison Kuo is responsible for th

Section 7: Staffing and Billing Information 7.1 Engagement Team The following attorneys have been assigned to this matter: Ian Blackwood will serve as the Responsible Partner with overall supervisory responsibility for the engagement and will lead substantive negotiations with lender's counsel. Stephanie Okafor will serve as the Billing Partner with responsibility for billing administration, fee management, and clien

Section 8: Key Transaction Terms (Summary) The following is a summary of the key terms of the proposed ABL Revolver as set forth in the indicative term sheet delivered by HCB on August 22, 2022. These terms are subject to negotiation and may be modified in the course of term sheet and credit agreement negotiations. 8.1 Facility Amount $80,000,000 senior secured asset-based revolving credit facility. 8.2 Collateral Th

Section 9: Anticipated Timeline The following is the currently anticipated timeline for the transaction. All dates are approximate and subject to adjustment based on the progress of negotiations, the field examination schedule, and other factors. The target closing date is subject to the satisfactory completion of several key workstreams, including: (i) agreement on all material terms of the Credit Agreement and anci

Section 10: Special Instructions / Notes The following special instructions and notes are applicable to this engagement and should be observed by all members of the engagement team:

1. Scope of Representation. This engagement involves the representation of the Borrower only. Calderwood & Harkness does not represent any lender, the Administrative Agent, the Collateral Agent, or any other party to the proposed ABL Revolver. All team members should be mindful of this scope limitation and should not engage in any communications or actions that could be construed as creating an attorney-client relati

2. Conflicts Clearance. Conflicts clearance was completed on August 26, 2022, as documented in the separate Conflict Check Memorandum of the same date. No conflicts were identified with respect to GAP, Greenfield Holdings Corp., Heartland Commerce Bank, N.A., Meridian Agricultural Credit Corporation, Tallgrass Capital Fund II, LP, or Prairie National Bank, N.A. The engagement team should promptly report any potential

3. Initial Client Contact. Initial client contact was made on August 15, 2022, when Patricia Calloway, CFO of Greenfield Agricultural Partners LLC, contacted Ian Blackwood regarding the potential new ABL facility. Following preliminary discussions regarding the scope and structure of the proposed transaction, Calderwood & Harkness was formally retained pursuant to the engagement letter dated August 29, 2022.

4. Time Entry Requirements. All time entries for this engagement should reference Matter No. 1020-00001 and billing code GAPABF-2022. Time entries should include meaningful task descriptions that clearly identify the nature of the work performed, consistent with the firm's billing guidelines and the client's billing requirements.

5. Document Management. All documents related to this engagement are to be filed in the firm's document management system under Matter No. 1020-00001 with appropriate sub-coding by document type (e.g., correspondence, credit agreement drafts, ancillary documents, due diligence, opinion drafts, closing documents). Team members should ensure that all documents are properly classified and indexed to facilitate efficient

6. Confidentiality. All information relating to this engagement, including the identity of the client, the terms of the proposed transaction, and all documents and communications, is confidential and should be treated in accordance with the firm's confidentiality policies and the confidentiality provisions of the engagement letter. Team members should exercise care in handling and transmitting confidential informatio

Section 11: Approvals and Signatures This New Matter Memorandum has been prepared and approved as set forth below. OPENED BY: ________________________________________ Ian Blackwood Responsible Partner, Banking & Finance Calderwood & Harkness LLP Date: August 29, 2022 BILLING PARTNER APPROVAL: ________________________________________ Stephanie Okafor Billing Partner, Banking & Finance Calderwood & Harkness LLP Date: _