Contract analysis

1. Overview and Call Logistics On Friday, October 21, 2022, at 2:00 p.m. Central Time, the parties participated in a telephone conference call lasting approximately ninety (90) minutes to discuss and negotiate key outstanding provisions in the Credit Agreement for the proposed $80,000,000 senior secured asset-based revolving credit facility (the "Facility") among Greenfield Agricultural Partners LLC, an Iowa limited

2. Springing Fixed Charge Coverage Ratio Covenant 2.1 HCB's Initial Position Richard Whitfield opened the discussion on financial covenants by noting that the second draft of the Credit Agreement reflects HCB's proposed springing Fixed Charge Coverage Ratio ("FCCR") covenant, which requires the Borrower to maintain a Fixed Charge Coverage Ratio of not less than 1.10 to 1.00, tested on a trailing twelve-month (TTM) ba

3. Distribution / Restricted Payments Covenant 3.1 HCB's Proposed Conditions The discussion next turned to the Restricted Payments covenant set forth in Section 7.06 of KBW's second draft of the Credit Agreement. As currently drafted, distributions by the Borrower to Greenfield Holdings Corp. ("Holdings") and upstream equity holders are classified as Restricted Payments and are permitted only if all three of the foll

4. Change of Control Provision 4.1 KBW's Proposed Definition Whitfield introduced the Change of Control discussion by summarizing the definition as set forth in KBW's second draft. Under the current draft, a "Change of Control" is deemed to occur upon the happening of either of the following events: (a) The Lindstrom Family Trust ceases to own, directly or indirectly, at least 51% of the issued and outstanding equity

5. Capital Expenditure Limitation 5.1 KBW's Proposed Cap The discussion next turned to the Capital Expenditure limitation set forth in Section 7.11 of KBW's second draft. As currently drafted, the Credit Agreement limits the Borrower's aggregate Capital Expenditures to $8,000,000 per fiscal year. The provision permits a 50% carryforward of unused amounts from the immediately preceding fiscal year, provided that total

6. Investment and Acquisition Basket 6.1 KBW's Proposed Terms Whitfield summarized the Permitted Investments provisions in Section 7.03 of KBW's second draft. The draft permits the Borrower to make Investments (including acquisitions and other investments not otherwise specifically permitted) in an aggregate amount not to exceed $5,000,000 per fiscal year. There is no carryforward of unused amounts from one fiscal ye

7. Additional Indebtedness Baskets 7.1 Discussion. The parties engaged in a brief discussion regarding the Permitted Indebtedness baskets set forth in Section 7.02 of KBW's second draft. As currently drafted, the Credit Agreement includes, among other permitted indebtedness carve-outs, the following baskets: (a) A basket for unsecured Indebtedness in an aggregate outstanding principal amount not to exceed $3,000,000

8. Commodity Hedging Negative Pledge 8.1 KBW's Proposed Restriction Whitfield introduced the commodity hedging provisions, which are set forth in Section 7.09 of KBW's second draft. As currently drafted, the Credit Agreement restricts the Borrower from entering into commodity hedging transactions (including futures contracts, options, and swap agreements) in respect of anticipated production volumes in excess of 80%

9. Other Items Discussed 9.1 Field Examination Update Thorn provided an update on the field examination being conducted by Pryor & Associates LLC ("Pryor"), the independent collateral examination firm retained by HCB in connection with the Facility. Thorn reported that Thomas Pryor and his team commenced the on-site field examination at GAP's corporate headquarters in Des Moines, Iowa, and at select grain elevator an

10. Summary of Open Items and Action Items Open Items. The following table summarizes the status of each topic discussed on the call: Action Items.

1. HCB (Thorn): Present the Trigger Period threshold proposal (10% of Line Cap / $8M fixed threshold) to HCB's credit committee and revert to C&H and GAP with the credit committee's response. Target response date: on or before October 26, 2022.

2. KBW (Whitfield / Chisholm): Deliver the third draft of the Credit Agreement to C&H by October 28, 2022, incorporating all agreed changes from this call and proposing language on all open items, including the maintenance Capital Expenditure definition, key-man cure period and approval standard, indebtedness basket amounts, investment carryforward mechanism, and hedging reporting format.

3. C&H (Tremblay / Obi): Prepare and deliver a markup of the third draft Credit Agreement promptly upon receipt, with a target turnaround of five to seven business days.

4. C&H (Tremblay / Obi): Finalize initial drafts of the Security Agreement, Guaranty Agreement, Pledge Agreement, and form Mortgage instruments and deliver to KBW and HCB in early November 2022.

5. GAP (Foss): Continue coordinating with Pryor & Associates LLC on the field examination; ensure continued access to facilities, records, and personnel through the anticipated completion date of approximately November 7, 2022.

6. All Parties: Schedule the next negotiation call following delivery of the third draft Credit Agreement and C&H's markup — tentatively the week of November 7–11, 2022. Tremblay to coordinate scheduling with Chisholm. Prepared by: Daniel Obi, Working Associate, Calderwood & Harkness LLP Reviewed by: Sophie Tremblay, Lead Associate, Calderwood & Harkness LLP Distribution: Internal — Calderwood & Harkness engagement t