Contract analysis

1. Material Adverse Change (MAC) Definition 1.1 Scope of MAC Definition The definition of "Material Adverse Change" (or "Material Adverse Effect") set forth in Section 1.01 of the KBW Third Draft remains, in the Borrower's view, overly broad and not consistent with current market practice for asset-based lending facilities of this type and size. As currently drafted, the MAC definition encompasses any event, circumst

2. Cure Rights and Notice Provisions 2.1 Financial Covenant Cure Period The Credit Agreement includes a springing Fixed Charge Coverage Ratio ("FCCR") covenant requiring the Borrower to maintain a minimum FCCR of not less than 1.10 to 1.00, tested only during a Trigger Period (i.e., when Excess Availability falls below the greater of (x) 12.5% of the then-applicable Borrowing Base and (y) $10,000,000). This springing

Section 8.01(e) of the KBW Third Draft provides that an Event of Default occurs upon the occurrence of a default by the Borrower or any Subsidiary under any other indebtedness having an aggregate outstanding principal amount in excess of $1,000,000. As currently drafted, this cross-default provision does not afford the Borrower any grace period to match the cure period, if any, available under the underlying obligati

3. Minimum Excess Availability Covenant 3.1 Minimum Threshold The Minimum Excess Availability covenant set forth in Section 7.13 of the Credit Agreement requires the Borrower to maintain Excess Availability of not less than $5,000,000 at all times. The Borrower accepts this threshold, which is consistent with the terms agreed in the revised term sheet dated September 9, 2022. However, the operative language of the co

4. Distribution Covenant 4.1 Conditions to Permitted Distributions

Section 7.06 of the Credit Agreement restricts the Borrower's ability to make Restricted Payments, including distributions to Holdings and its equity holders. As negotiated on the October 21 Call, distributions are permitted only if the following conditions are satisfied: (a) no Default or Event of Default exists at the time of such distribution or would result therefrom; (b) pro forma Excess Availability (after givi

5. Change of Control The change of control provision in Section 8.01(l) of the Credit Agreement, as negotiated on the October 21 Call, is triggered if the Lindstrom Family Trust ceases to own, directly or indirectly, at least 51% of the outstanding equity interests of Greenfield Holdings Corp. The KBW Third Draft correctly reflects the 51% ownership threshold; however, the Borrower has two comments on the formulation

6. Capital Expenditure Limitations The Capital Expenditure covenant set forth in Section 7.11 of the Credit Agreement limits aggregate Capital Expenditures by the Borrower and its Subsidiaries to $8,000,000 per fiscal year, with a carryforward of 50% of unused amounts from the immediately preceding fiscal year, subject to an overall cap of $12,000,000 in any single fiscal year. These parameters are consistent with th

7. Commodity Hedging Negative Pledge

Section 7.09 of the Credit Agreement restricts the Borrower from entering into commodity hedging transactions in excess of 80% of anticipated production without the prior written consent of the Agent. This limitation was agreed on the October 21 Call and reflects the Agent's interest in ensuring that a sufficient portion of the Borrower's crop production remains unhedged and available as collateral to support the Bor

8. Insurance Endorsement Timing 8.1 Conditions Precedent — Insurance Deliverables

Section 5.01 of the Credit Agreement (Conditions to Effectiveness) requires the Borrower to deliver at closing the following insurance-related items: (a) evidence of insurance complying with the requirements of Section 6.07 (Insurance); (b) loss payee endorsements naming the Collateral Agent (Heartland Commerce Bank, N.A.) as loss payee on all property insurance and crop insurance policies maintained by the Borrower

Section 6.07 of the Credit Agreement imposes ongoing insurance obligations on the Borrower, including the requirement to maintain specified types and amounts of insurance throughout the term of the Facility. The Borrower has two comments on Section 6.07 as drafted: First, Section 6.07 requires that the Borrower provide the Agent with 30 days' prior written notice of cancellation or material change of any required ins

9. Borrowing Base and Field Examination Matters 9.1 Resolved Items The Borrower is pleased to confirm that the following Borrowing Base and field examination matters have been resolved and are correctly reflected in the KBW Third Draft: Availability Reserves. The initial Availability Reserve has been confirmed at $3,500,000, negotiated down from the $5,000,000 reserve originally proposed in HCB's initial term sheet d

10. Miscellaneous Open Items 10.1 Representations and Warranties — Financial Statements

Section 4.04 of the Credit Agreement contains the Borrower's representations and warranties regarding the accuracy and completeness of financial statements delivered in connection with the Credit Agreement. The KBW Third Draft references (i) audited financial statements for the fiscal year ended December 31, 2021 (audited by Ashford, Kline & Pearce LLP; audit partner Catherine Drummond) and (ii) interim unaudited fin

Section 10.01 of the Credit Agreement sets forth the voting and amendment provisions governing modifications to the Credit Agreement and the other Loan Documents. The Borrower notes that certain amendments — including changes to the Borrowing Base methodology, advance rates, and eligibility criteria — require the consent of all Lenders rather than the Required Lenders. The Borrower does not object to this formulation

11. Ancillary Documents — Separate Delivery Calderwood & Harkness is separately delivering, under cover of a separate transmittal letter dated November 4, 2022, drafts of the following ancillary Loan Documents:

1. Security Agreement — granting a first-priority security interest in substantially all personal property of Greenfield Agricultural Partners LLC, Greenfield Grain Storage LLC ("GGS"), and Greenfield Crop Inputs Inc. ("GCI"), in favor of the Collateral Agent.

2. Guaranty Agreement — joint and several guaranty by Greenfield Holdings Corp., GGS, and GCI of all Obligations of the Borrower under the Credit Agreement and the other Loan Documents.

3. Pledge Agreement — pledge by Holdings of 100% of the membership interests in GGS and 100% of the outstanding capital stock of GCI, in favor of the Collateral Agent.

4. Mortgage, Assignment of Leases and Rents, and Security Agreement — Iowa Form — covering the Borrower's headquarters facility and 14 grain elevator sites located in the State of Iowa, in favor of the Collateral Agent.

5. Mortgage, Assignment of Leases and Rents, and Security Agreement — Illinois Form — covering the GCI distribution center located at 780 Commerce Drive, Bloomington, Illinois 61701, in favor of the Collateral Agent.

6. Deposit Account Control Agreement — Form — covering the Borrower's operating deposit accounts maintained at PNB and HCB, to be executed by the applicable depository bank, the Borrower, and the Collateral Agent.

7. Assignment of Insurance — Form — assigning to the Collateral Agent the Borrower's rights to proceeds under crop insurance and property/casualty insurance policies. C&H respectfully requests that KBW provide comments on these ancillary documents within ten (10) business days of receipt (i.e., by November 14, 2022) in order to maintain the projected closing timeline. To the extent KBW or HCB identifies issues with t

12. Proposed Next Steps In light of the remaining open items identified in this letter and the enclosed redline, C&H proposes scheduling a follow-up negotiation call during the week of November 7, 2022, at a time mutually convenient to all parties. Participants on the call should include: • C&H: Ian Blackwood and Sophie Tremblay • Greenfield: Patricia Calloway and Nina Vasquez • KBW: Richard Whitfield and Lauren Chis