1020-00001 · Client 1020 · Closing

draft-officers-certificate-form.docx DOCUMENT M&A / Corporate

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[FORM — SUBJECT TO COMPLETION AND REVISION]

Prepared by Calderwood & Harkness LLP 150 North Michigan Avenue, Suite 3600 Chicago, Illinois 60601 Draft Date: November 4, 2022 C&H Matter No. 1020-00001 / GAPABF-2022

OFFICER'S CERTIFICATE

Delivered Pursuant to Section [__] of the Credit Agreement

Reference: That certain Credit Agreement, dated as of [__], 2022 (as amended, restated, supplemented, or otherwise modified from time to time, the "Credit Agreement"), among Greenfield Agricultural Partners LLC, an Iowa limited liability company (the "Borrower"), Greenfield Holdings Corp., a Delaware corporation, Greenfield Grain Storage LLC, an Iowa limited liability company, and Greenfield Crop Inputs Inc., an Illinois corporation (collectively, the "Guarantors" and, together with the Borrower, each a "Loan Party" and collectively, the "Loan Parties"), the Lenders party thereto from time to time (the "Lenders"), and Heartland Commerce Bank, National Association, as Administrative Agent and Collateral Agent (in such capacities, the "Agent").

RECITALS

The undersigned, [__], the [__] of Greenfield Agricultural Partners LLC, a limited liability company duly organized and validly existing under the laws of the State of Iowa (the "Borrower"), having its principal place of business at 4100 Grand Prairie Boulevard, Suite 300, Des Moines, Iowa 50309, hereby certifies, pursuant to Section [__] of the Credit Agreement, as follows:

Capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement, and the rules of construction set forth in Section 1.02 of the Credit Agreement shall apply to this Officer's Certificate mutatis mutandis.

The undersigned is a duly authorized officer of the Borrower and is delivering this Officer's Certificate on behalf of the Borrower in connection with the initial borrowing under the Credit Agreement on the Closing Date. The undersigned has been duly authorized by the Borrower to execute and deliver this Officer's Certificate, and no other internal authorization, consent, or approval is required in connection herewith.

The undersigned is familiar with the terms and conditions of the Credit Agreement and the other Loan Documents, including without limitation the Security Agreement, the Guaranty Agreement, the Pledge Agreement, each Mortgage, each Deposit Account Control Agreement, and each other instrument and agreement executed and delivered in connection therewith. The undersigned has made, or has caused to be made, such examination, investigation, and inquiry as is necessary and appropriate in order to render the certifications set forth herein, including a review of the books and records of the Borrower and each of its Subsidiaries and such consultations with officers and senior employees of the Borrower and its Subsidiaries as the undersigned deemed necessary or advisable. The undersigned is making the certifications set forth herein with full knowledge of the consequences thereof and with the understanding that the Agent and the Lenders are relying upon the accuracy and completeness of such certifications in connection with the making of the initial Loans under the $80,000,000 senior secured asset-based revolving credit facility established pursuant to the Credit Agreement.

CERTIFICATIONS

Section 1. Accuracy of Representations and Warranties.

The undersigned hereby certifies that each of the representations and warranties made by the Borrower and each Guarantor (Greenfield Holdings Corp., Greenfield Grain Storage LLC, and Greenfield Crop Inputs Inc.) in the Credit Agreement and in each other Loan Document to which it is a party (including, without limitation, the representations and warranties set forth in the Security Agreement, the Guaranty Agreement, the Pledge Agreement, and each Mortgage) is true and correct in all material respects on and as of the Closing Date with the same effect as though each such representation and warranty had been made on and as of the Closing Date, except to the extent that any such representation or warranty expressly relates to an earlier date, in which case such representation or warranty shall be true and correct in all material respects as of such earlier date.

Without limiting the generality of the foregoing, and for the avoidance of doubt, any representation or warranty that is qualified by reference to "materiality," "Material Adverse Effect," or words of similar import shall be true and correct in all respects as of the Closing Date (or as of such earlier date to which such representation or warranty expressly relates), without duplication of any materiality qualifier contained therein.

The undersigned confirms that, based on the examination, investigation, and inquiry described above, the representations and warranties that are true and correct on and as of the Closing Date as set forth above include, without limitation, representations and warranties covering the following matters:

(a) Due Organization and Good Standing. Each Loan Party (i) is duly organized, validly existing, and in good standing under the laws of its jurisdiction of organization, (ii) has all requisite power and authority to own its assets, carry on its business, and execute, deliver, and perform the Loan Documents to which it is a party, and (iii) is duly qualified to do business and is in good standing in each jurisdiction where the nature of its business or the ownership of its properties requires such qualification, except where the failure to be so qualified could not reasonably be expected to have a Material Adverse Effect.

(b) Authorization and Enforceability. The execution, delivery, and performance by each Loan Party of each Loan Document to which it is a party have been duly authorized by all necessary limited liability company, corporate, or other organizational action, and each Loan Document constitutes the legal, valid, and binding obligation of each Loan Party party thereto, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, and similar laws affecting creditors' rights generally and to general principles of equity.

(c) No Conflicts. The execution, delivery, and performance of the Loan Documents and the consummation of the transactions contemplated thereby do not and will not (i) contravene the organizational documents of any Loan Party, (ii) contravene any applicable law, rule, regulation, order, judgment, or decree binding on any Loan Party, or (iii) result in a breach of, or constitute a default under, any material contract, agreement, or instrument to which any Loan Party is a party or by which any Loan Party or its properties may be bound.

(d) Compliance with Laws. Each Loan Party is in compliance with all applicable laws, rules, regulations, orders, judgments, and decrees, including without limitation all environmental laws, health and safety regulations, agricultural commodity regulations, and licensing requirements applicable to the storage, handling, and distribution of grain and crop inputs, except where the failure to be in compliance could not reasonably be expected to have a Material Adverse Effect.

(e) Accuracy of Financial Statements. The audited consolidated financial statements of the Borrower and its Subsidiaries for the fiscal year ended December 31, 2021, prepared by Ashford, Kline & Pearce LLP, and the interim unaudited consolidated financial statements of the Borrower and its Subsidiaries for the six-month period ended June 30, 2022, fairly present in all material respects the financial condition, results of operations, and cash flows of the Borrower and its Subsidiaries as of the dates and for the periods covered thereby, in conformity with GAAP applied on a consistent basis (subject, in the case of the interim financial statements, to the absence of footnotes and normal year-end audit adjustments).

(f) Ownership Structure. The Borrower is 100% owned by Greenfield Holdings Corp. The ownership of Greenfield Holdings Corp. is as follows: 62% by the Lindstrom Family Trust, 28% by Calloway-Foss Investments LP, and 10% by management equity plan participants pursuant to the terms of the Greenfield Holdings Corp. Management Equity Incentive Plan. No change of control or ownership has occurred since the date of the most recent disclosure of ownership delivered to the Agent.

(g) ERISA Compliance. Each Loan Party is in compliance in all material respects with the applicable provisions of ERISA and the Internal Revenue Code with respect to each "employee benefit plan" (as defined in Section 3(3) of ERISA) maintained, administered, or contributed to by any Loan Party or any ERISA Affiliate. No ERISA Event has occurred or is reasonably expected to occur that, individually or in the aggregate, could reasonably be expected to result in liability to the Loan Parties in an aggregate amount exceeding $500,000 or that could reasonably be expected to have a Material Adverse Effect.

(h) Environmental Matters. Except as previously disclosed in writing to the Agent, no Loan Party has received any written notice of any pending or threatened environmental claim, demand, action, investigation, or proceeding, and no Loan Party has knowledge of any facts, circumstances, or conditions that could reasonably be expected to give rise to any environmental liability that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

(i) intellectual Property. Each Loan Party owns or is licensed to use all intellectual property necessary for the operation of its business as currently conducted, free and clear of all Liens (other than Permitted Liens). No claim has been asserted or is pending, and to the knowledge of the undersigned no claim is threatened, that any Loan Party's use of any intellectual property infringes the rights of any third party.

(j) Insurance. Each Loan Party maintains insurance with financially sound and reputable insurance companies that is adequate and customary for its business and operations, as required by the Credit Agreement, including crop insurance, property and casualty insurance, commercial general liability insurance, and business interruption coverage.

(k) Tax Matters. Each Loan Party has timely filed all federal, state, and local tax returns required to be filed and has paid all taxes, assessments, and governmental charges due and owing (except those being contested in good faith by appropriate proceedings and for which adequate reserves have been established in accordance with GAAP).

(l) Solvency. After giving effect to the transactions contemplated by the Credit Agreement, including the initial borrowing and the application of the proceeds thereof, (i) the fair value of the assets of each Loan Party exceeds the total amount of its liabilities (including contingent liabilities), (ii) the present fair salable value of the assets of each Loan Party exceeds the amount that will be required to pay its probable liabilities on its debts and other obligations as they become absolute and matured, (iii) each Loan Party is able to pay its debts and other obligations as they mature, and (iv) each Loan Party does not have unreasonably small capital with which to conduct its business.

(m) Accuracy of Borrowing Base Certificate. The initial Borrowing Base Certificate delivered in connection with the Closing Date has been prepared in good faith, is accurate and complete in all material respects, and has been prepared in accordance with the terms and definitions set forth in the Credit Agreement.

(n) Title to Collateral. Each Loan Party has good and marketable title to, or a valid leasehold interest in, all of the Collateral purported to be owned or held by it, free and clear of all Liens other than Permitted Liens.

(o) No Litigation. Except as previously disclosed in writing to the Agent, there is no action, suit, investigation, litigation, or proceeding pending or, to the knowledge of the undersigned, threatened in any court or before any arbitrator or governmental authority against or affecting any Loan Party or any of its properties that could reasonably be expected to have a Material Adverse Effect.

(p) No Material Adverse Effect. Since December 31, 2021, no event, circumstance, development, or change has occurred that has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

Section 2. No Default or Event of Default.

The undersigned hereby certifies that no Default or Event of Default has occurred and is continuing as of the Closing Date, and no Default or Event of Default would result from the initial borrowing under the Credit Agreement on the Closing Date.

The undersigned further certifies that no Default or Event of Default would result from the application of the proceeds of the initial Loans, including:

(i) the refinancing and repayment in full of all outstanding Indebtedness under the existing $55,000,000 Revolving Credit Agreement dated April 1, 2018 (as amended by that certain First Amendment to Revolving Credit Agreement dated October 15, 2019, and as further amended by that certain Second Amendment to Revolving Credit Agreement dated March 1, 2021), between the Borrower and Prairie National Bank, National Association (the "Existing Credit Agreement"), the outstanding balance under which as of [__] is $38,750,000;

(ii) the funding of seasonal working capital needs of the Borrower and its Subsidiaries, including the purchase of grain, fertilizer, seed, crop protection products, and other agricultural inputs in the ordinary course of business; and

(iii) general corporate purposes of the Borrower and its Subsidiaries, including the payment of fees and expenses incurred in connection with the closing of the Credit Agreement and the other Loan Documents.

Without limiting the foregoing, the undersigned specifically confirms that, after giving effect to the initial borrowing under the Credit Agreement and the application of the proceeds thereof:

(a) the Borrower is in compliance with the minimum Excess Availability covenant set forth in Section [__] of the Credit Agreement, which requires that Excess Availability shall be not less than $5,000,000 at all times; and

(b) no Trigger Period is in effect as of the Closing Date — that is, Excess Availability is not less than the greater of (x) 12.5% of the Borrowing Base and (y) $10,000,000, and no other event or condition giving rise to the commencement of a Trigger Period under the Credit Agreement has occurred or is continuing.

Section 3. No Material Adverse Change.

The undersigned hereby certifies that, since June 30, 2022 (the date of the most recent interim financial statements delivered to the Agent), there has been no event, circumstance, development, or change that has had or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on:

(a) the business, assets, liabilities (contingent or otherwise), operations, condition (financial or otherwise), or prospects of the Borrower and its Subsidiaries, taken as a whole;

(b) the ability of any Loan Party to perform its obligations under any Loan Document to which it is a party;

(d) the rights, remedies, and benefits available to, or conferred upon, the Agent or any Lender under any Loan Document; or

(e) the value, perfection, or priority of the Agent's security interest in the Collateral.

For purposes of reference and context, the undersigned notes that, as reflected in the financial statements previously delivered to the Agent, the total assets of the Borrower and its Subsidiaries as of June 30, 2022, were approximately $289,600,000, and the Borrower's consolidated revenue for the fiscal year ended December 31, 2021 (as reported in the audited financial statements prepared by Ashford, Kline & Pearce LLP, audit partner Catherine Drummond) was approximately $347,200,000. The Borrower's projected consolidated revenue for the fiscal year ending December 31, 2022, of approximately $391,500,000, remains consistent with the management projections and financial forecasts previously delivered to the Agent in connection with the Agent's credit approval process, and no material deviation from such projections has occurred or is anticipated as of the date hereof.

Section 4. Compliance with Conditions Precedent.

The undersigned hereby certifies that all conditions precedent to the initial borrowing under the Credit Agreement set forth in Section [__] of the Credit Agreement have been satisfied (or, where expressly permitted, waived by the Agent with the consent of the Required Lenders), including without limitation the following:

4.1 Loan Documents. Each of the following Loan Documents has been duly executed and delivered by each applicable Loan Party:

(a) the Credit Agreement;

(b) the Security Agreement, dated as of the Closing Date, among the Borrower, each Guarantor, and the Agent, as Collateral Agent;

(c) the Guaranty Agreement, dated as of the Closing Date, executed by each Guarantor in favor of the Agent, for the benefit of the Secured Parties;

(d) the Pledge Agreement, dated as of the Closing Date, among the Borrower, Greenfield Holdings Corp., and the Agent, as Collateral Agent;

(e) the Mortgages, in Iowa and Illinois forms, executed by the applicable Loan Parties in favor of the Agent, as Collateral Agent, covering all real property interests required to be encumbered under the Credit Agreement;

(f) the Deposit Account Control Agreements, executed by the applicable Loan Parties, the applicable depository banks, and the Agent, as Collateral Agent; and

(g) the Assignment of Insurance, executed by the applicable Loan Parties in favor of the Agent, as Collateral Agent.

Each of the foregoing Loan Documents has been duly authorized, executed, and delivered by the parties thereto and constitutes the legal, valid, and binding obligation of each Loan Party party thereto, enforceable in accordance with its terms.

4.2 Organizational Documents. Certified copies of the following organizational documents have been delivered to the Agent and are attached hereto as Exhibit A:

(a) Certificate of Organization / Articles of Organization of Greenfield Agricultural Partners LLC, filed with the Iowa Secretary of State (Iowa SOS Filing No. 622847), together with all amendments thereto;

(b) Current Operating Agreement of Greenfield Agricultural Partners LLC, as amended and in effect as of the date hereof;

(c) Certificate of Incorporation of Greenfield Holdings Corp., filed with the Delaware Secretary of State (Delaware SOS File No. 7291538), together with all amendments thereto;

(d) Current Bylaws of Greenfield Holdings Corp., as amended and in effect as of the date hereof;

(e) Certificate of Organization of Greenfield Grain Storage LLC, filed with the Iowa Secretary of State, together with all amendments thereto;

(f) Current Operating Agreement of Greenfield Grain Storage LLC, as amended and in effect as of the date hereof;

(g) Articles of Incorporation of Greenfield Crop Inputs Inc., filed with the Illinois Secretary of State (Illinois SOS File No. 08294731), together with all amendments thereto; and

(h) Current Bylaws of Greenfield Crop Inputs Inc., as amended and in effect as of the date hereof.

The undersigned certifies that none of the foregoing organizational documents has been amended, restated, supplemented, or otherwise modified since the copies attached hereto were certified, and each such document is in full force and effect as of the Closing Date.

4.3 Resolutions and Authorizations. Certified copies of resolutions of each Loan Party authorizing the execution, delivery, and performance of the Loan Documents to which it is a party have been delivered to the Agent and are attached hereto as Exhibit B. Such resolutions include:

(a) Greenfield Agricultural Partners LLC: Resolutions of the sole member (Greenfield Holdings Corp.) of Greenfield Agricultural Partners LLC, together with any required manager and/or officer authorizations, approving and authorizing the Borrower's execution, delivery, and performance of the Credit Agreement and each other Loan Document to which the Borrower is a party, the borrowings thereunder, and the granting of Liens on the Borrower's assets as Collateral, and designating and authorizing certain officers and representatives to act on behalf of the Borrower in connection therewith;

(b) Greenfield Holdings Corp.: Resolutions of the Board of Directors of Greenfield Holdings Corp. approving and authorizing Holdings' execution, delivery, and performance of the Guaranty Agreement, the Pledge Agreement, and each other Loan Document to which Holdings is a party, and authorizing Holdings, as the sole member of GAP, to adopt the resolutions described in clause (a) above;

(c) Greenfield Grain Storage LLC: Resolutions of the sole member (Greenfield Agricultural Partners LLC) of Greenfield Grain Storage LLC, together with any required manager and/or officer authorizations, approving and authorizing GGS's execution, delivery, and performance of the Guaranty Agreement, the Security Agreement, and each other Loan Document to which GGS is a party; and

(d) Greenfield Crop Inputs Inc.: Resolutions of the sole shareholder (Greenfield Agricultural Partners LLC, as the sole stockholder of GCI) of Greenfield Crop Inputs Inc., or, to the extent required by GCI's Bylaws or Articles of Incorporation, resolutions of the Board of Directors of GCI, approving and authorizing GCI's execution, delivery, and performance of the Guaranty Agreement, the Security Agreement, each applicable Mortgage, and each other Loan Document to which GCI is a party.

The undersigned certifies that each of the foregoing resolutions was duly adopted in accordance with the organizational documents of the applicable Loan Party, has not been amended, modified, rescinded, or revoked, and remains in full force and effect as of the Closing Date.

4.4 Good Standing Certificates. Certificates of good standing (or equivalent certificates of existence or status) for each Loan Party from its jurisdiction of organization have been delivered to the Agent, as follows:

(a) Greenfield Agricultural Partners LLC — Certificate of Good Standing from the Iowa Secretary of State;

(b) Greenfield Holdings Corp. — Certificate of Good Standing from the Delaware Secretary of State;

(d) Greenfield Crop Inputs Inc. — Certificate of Good Standing (Certificate of Existence) from the Illinois Secretary of State.

In addition, foreign qualification certificates (or equivalent certificates of authority) have been delivered to the Agent for each Loan Party in each jurisdiction where such Loan Party is required to be qualified to do business as a foreign entity, including the States of Iowa, Illinois, and Indiana, as applicable to each such Loan Party.

4.5 Incumbency. An incumbency certificate has been delivered to the Agent, certifying the name, title, and true specimen signature of each officer or authorized person of each Loan Party who is authorized to execute and deliver the Loan Documents on behalf of such Loan Party, and to give notices and take other actions on behalf of such Loan Party under the Loan Documents. A copy of such incumbency certificate is attached hereto as Exhibit C. The key authorized signatories for Greenfield Agricultural Partners LLC are:

• Marcus J. Lindstrom — Chief Executive Officer

• Patricia Calloway — Chief Financial Officer

• Nina Vasquez — General Counsel and Corporate Secretary

Similar incumbency information for the authorized signatories of each Guarantor has been delivered as part of Exhibit C.

4.6 Legal Opinions. The undersigned confirms that Calderwood & Harkness LLP, as counsel to the Borrower and the other Loan Parties, has delivered (or is concurrently delivering) to the Agent and the Lenders its written legal opinion letter, dated as of the Closing Date and addressed to the Agent and each Lender, covering, among other matters:

(a) the due organization and valid existence of each Loan Party under the laws of its jurisdiction of organization;

(b) the due authorization by each Loan Party of the execution, delivery, and performance of the Loan Documents to which it is a party;

(c) the enforceability of the Loan Documents against each Loan Party party thereto (subject to customary qualifications and exceptions);

(d) the absence of conflicts with the organizational documents of each Loan Party and with applicable law; and

(e) the creation and perfection of the Agent's security interests in the Collateral, including the proper filing of UCC-1 financing statements and the recording of Mortgages.

Such legal opinion is subject to customary assumptions, qualifications, and exceptions as are acceptable to the Agent and its counsel, Kessler, Brandt & Whitfield LLP.

4.7 Financial Statements and Borrowing Base Certificate. The following financial deliverables have been provided to the Agent:

(a) Audited Financial Statements. The audited consolidated financial statements of the Borrower and its Subsidiaries for the fiscal year ended December 31, 2021, consisting of a consolidated balance sheet, consolidated statements of income, consolidated statements of members' equity, and consolidated statements of cash flows, together with the notes thereto, audited by Ashford, Kline & Pearce LLP (audit partner: Catherine Drummond), accompanied by an unqualified audit opinion;

(b) Interim Financial Statements. The interim unaudited consolidated financial statements of the Borrower and its Subsidiaries for the six-month period ended June 30, 2022, consisting of a consolidated balance sheet and consolidated statements of income, prepared by the Borrower's management in accordance with GAAP (subject to the absence of footnotes and normal year-end audit adjustments), and certified by the Chief Financial Officer of the Borrower; and

(c) Borrowing Base Certificate. The initial Borrowing Base Certificate, dated as of the Closing Date, duly executed by Patricia Calloway, in her capacity as Chief Financial Officer of the Borrower, demonstrating compliance with the Borrowing Base and the minimum Excess Availability requirements set forth in the Credit Agreement. Such Borrowing Base Certificate has been prepared in accordance with the definitions, methodologies, and eligibility criteria set forth in the Credit Agreement and reflects the Borrower's Eligible Accounts, Eligible Inventory, and other components of the Borrowing Base as of the Closing Date.

4.8 Insurance. Evidence of insurance coverage in compliance with the requirements of the Credit Agreement has been delivered to the Agent, including certificates of insurance from Redwood Insurance Group, Inc. (Brian Templeton, Account Executive), the Borrower's insurance broker, reflecting the following coverages:

(a) crop insurance, providing coverage for crop losses on a multi-peril basis;

(b) property and casualty insurance, providing coverage for all real and personal property of the Loan Parties, including all grain elevator facilities, storage facilities, the GCI distribution center, equipment, and inventory;

(c) commercial general liability insurance, providing coverage against claims for bodily injury, property damage, and personal and advertising injury, with policy limits not less than those required by the Credit Agreement; and

(d) business interruption coverage, providing coverage for loss of income and extra expenses arising from covered perils.

All such insurance policies are issued by Northstar Mutual Insurance Company, a financially sound and reputable insurance carrier. The certificates of insurance delivered to the Agent reflect the required endorsements, including (i) loss payee endorsements naming Heartland Commerce Bank, N.A., as Collateral Agent, as loss payee or mortgagee (as applicable), and (ii) additional insured endorsements naming Heartland Commerce Bank, N.A., as Collateral Agent, as additional insured, in each case in form and substance satisfactory to the Agent.

The Assignment of Insurance, executed by the applicable Loan Parties in favor of the Agent, as Collateral Agent, has been duly executed and delivered.

4.9 Collateral Matters. The undersigned confirms the following with respect to the perfection and priority of the Agent's security interests in the Collateral:

(a) UCC Financing Statements. UCC-1 financing statements have been filed (or are being concurrently filed on the Closing Date) in the following jurisdictions, naming each applicable Grantor as debtor and Heartland Commerce Bank, N.A., as Collateral Agent, as secured party:

(i) Iowa Secretary of State (covering Greenfield Agricultural Partners LLC and Greenfield Grain Storage LLC);

(ii) Illinois Secretary of State (covering Greenfield Crop Inputs Inc.);

(iii) Indiana Secretary of State (covering Greenfield Agricultural Partners LLC, to the extent assets are located in Indiana); and

(iv) Delaware Secretary of State (covering Greenfield Holdings Corp.).

(b) Mortgages. Mortgages have been recorded (or are being concurrently recorded on the Closing Date) in the following jurisdictions:

(i) Polk County, Iowa, and eight additional Iowa counties (covering fourteen (14) grain elevator sites operated by the Borrower and Greenfield Grain Storage LLC, and the Borrower's headquarters facility at 4100 Grand Prairie Boulevard, Suite 300, Des Moines, Iowa 50309); and

(ii) McLean County, Illinois (covering the GCI distribution center located at 780 Commerce Drive, Bloomington, Illinois 61701).

(c) Deposit Account Control Agreements. Deposit Account Control Agreements have been duly executed by each applicable Loan Party, each depository bank at which such Loan Party maintains deposit accounts (as identified in the Perfection Certificate), and the Agent, as Collateral Agent.

(d) Pledged Equity Interests. The pledged equity interests described in the Pledge Agreement, consisting of 100% of the membership interests in Greenfield Grain Storage LLC and 100% of the issued and outstanding shares of capital stock of Greenfield Crop Inputs Inc., have been delivered to the Agent, as Collateral Agent, or appropriate arrangements have been made for the delivery thereof, together with stock powers or transfer instruments endorsed in blank, as applicable, in accordance with the terms of the Pledge Agreement.

4.10 Payoff of Existing Indebtedness. A payoff letter, dated as of or about the Closing Date, has been delivered from Prairie National Bank, National Association (executed by Janet Braddock, Senior Vice President, Agricultural Banking), confirming:

(a) the outstanding balance under the existing $55,000,000 Revolving Credit Agreement dated April 1, 2018, between the Borrower and Prairie National Bank, National Association (the Existing Credit Agreement), together with all accrued and unpaid interest, fees, and other amounts owing thereunder as of the anticipated payoff date;

(b) wire transfer instructions for the remittance of payoff funds to Prairie National Bank, National Association;

(c) Prairie National Bank's agreement to deliver UCC-3 termination statements, terminating the UCC-1 financing statements originally filed with the Iowa Secretary of State on April 2, 2018, under Iowa SOS Filing Nos. 2018-0041729 and 2018-0041730, promptly (and in any event within five (5) business days) following receipt of the payoff funds; and

(d) Prairie National Bank's agreement to deliver mortgage releases, in recordable form, releasing all Mortgages, deeds of trust, and other real property encumbrances held by Prairie National Bank in connection with the Existing Credit Agreement, promptly following receipt of the payoff funds.

The Borrower will apply a portion of the proceeds of the initial Loans under the Credit Agreement to refinance and repay in full all outstanding obligations under the Existing Credit Agreement on the Closing Date, thereby terminating all commitments and obligations of the Borrower thereunder.

4.11 Field Examination. The undersigned confirms that the field examination and inventory appraisal conducted by Pryor & Associates LLC (Thomas Pryor, Managing Partner) has been completed to the satisfaction of the Agent, and the results thereof, including the field examination report and inventory appraisal, have been delivered to the Agent. Such field examination and appraisal covered the Borrower's accounts receivable, grain inventory (including commodity type, grade, quantity, and storage location), crop input inventory (including fertilizer, seed, and crop protection products), and other personal property constituting Collateral, and the results thereof are consistent with the information set forth in the initial Borrowing Base Certificate.

4.12 Fees and Expenses. The undersigned confirms that all fees and expenses required to be paid on or prior to the Closing Date have been paid, or will be paid from the proceeds of the initial borrowing under the Credit Agreement, including without limitation:

(a) Upfront Fee: $400,000 (representing 0.50% of the $80,000,000 total commitment), payable pro rata to the Lenders based on their respective Applicable Percentages;

(b) Administrative Agent Fee: $75,000 per annum (or the prorated portion thereof for the initial period), payable to Heartland Commerce Bank, N.A., in its capacity as Administrative Agent, in accordance with the terms of the Fee Letter;

(c) Legal Fees and Expenses of Lender's Counsel: All reasonable and documented fees and expenses of Kessler, Brandt & Whitfield LLP, as counsel to the Agent and the Lenders, incurred in connection with the negotiation, documentation, and closing of the Credit Agreement and the other Loan Documents; and

(d) Legal Fees and Expenses of Borrower's Counsel: All fees and expenses of Calderwood & Harkness LLP, as counsel to the Borrower and the other Loan Parties, incurred in connection with the negotiation, documentation, and closing of the Credit Agreement and the other Loan Documents.

4.13 No Litigation. The undersigned certifies that there is no pending or, to the knowledge of the undersigned after due inquiry, threatened action, suit, investigation, litigation, or proceeding (whether at law or in equity, and whether before any court, arbitral body, administrative agency, or other governmental authority) affecting the Borrower or any of its Subsidiaries that (a) could reasonably be expected to have a Material Adverse Effect, or (b) purports to affect or challenge the legality, validity, or enforceability of any Loan Document or any of the transactions contemplated thereby. To the knowledge of the undersigned, no injunction, writ, restraining order, or other order of any nature has been issued by any court or other governmental authority that would prevent or restrict the consummation of the transactions contemplated by the Credit Agreement and the other Loan Documents.

4.14 Other Conditions. The undersigned confirms that all other applicable conditions precedent to the initial borrowing set forth in Section [__] of the Credit Agreement have been satisfied, including without limitation:

(a) delivery of a solvency certificate, dated as of the Closing Date, duly executed by the Chief Financial Officer of the Borrower, certifying as to the solvency of the Borrower and its Subsidiaries on a consolidated basis after giving effect to the transactions contemplated by the Credit Agreement;

(b) delivery of a perfection certificate, duly executed by an authorized officer of the Borrower and each Guarantor, containing information with respect to the assets, locations, jurisdictions of organization, prior names, and other matters necessary to perfect the Agent's security interests in the Collateral;

(c) completion of all lien searches (including UCC, tax lien, judgment, litigation, and bankruptcy searches) in all relevant jurisdictions, with results satisfactory to the Agent; and

(d) delivery of such other documents, certificates, instruments, and agreements as the Agent has reasonably requested in connection with the closing of the Credit Agreement and the other Loan Documents.

Section 5. Attachment of Organizational Documents, Resolutions, and Incumbency.

Attached hereto as exhibits are true, correct, and complete copies of the documents described below, none of which has been amended, restated, supplemented, or otherwise modified since the date of certification thereof, and each of which is in full force and effect as of the date hereof:

Exhibit A — Organizational Documents.

A-1: Certificate of Organization of Greenfield Agricultural Partners LLC (EIN: 47-3918265; Iowa SOS Filing No. 622847), together with all amendments thereto.

A-2: Operating Agreement of Greenfield Agricultural Partners LLC, as currently in effect.

A-3: Certificate of Incorporation of Greenfield Holdings Corp. (EIN: 82-5047391; Delaware SOS File No. 7291538), together with all amendments thereto.

A-4: Bylaws of Greenfield Holdings Corp., as currently in effect.

A-5: Certificate of Organization of Greenfield Grain Storage LLC (EIN: 84-2093417), together with all amendments thereto.

A-6: Operating Agreement of Greenfield Grain Storage LLC, as currently in effect.

A-7: Articles of Incorporation of Greenfield Crop Inputs Inc. (EIN: 37-6182049; Illinois SOS File No. 08294731), together with all amendments thereto.

A-8: Bylaws of Greenfield Crop Inputs Inc., as currently in effect.

Exhibit B — Resolutions.

B-1: Resolutions of the sole member (Greenfield Holdings Corp.) of Greenfield Agricultural Partners LLC, authorizing the execution, delivery, and performance of the Credit Agreement and each other Loan Document to which the Borrower is a party and the transactions contemplated thereby.

B-2: Resolutions of the Board of Directors of Greenfield Holdings Corp., authorizing the execution, delivery, and performance of each Loan Document to which Holdings is a party and the transactions contemplated thereby, and authorizing Holdings, as the sole member of the Borrower, to adopt the resolutions described in B-1 above.

B-3: Resolutions of the sole member (Greenfield Agricultural Partners LLC) of Greenfield Grain Storage LLC, authorizing the execution, delivery, and performance of each Loan Document to which GGS is a party and the transactions contemplated thereby.

B-4: Resolutions of the sole shareholder (Greenfield Agricultural Partners LLC) of Greenfield Crop Inputs Inc., authorizing the execution, delivery, and performance of each Loan Document to which GCI is a party and the transactions contemplated thereby.

Exhibit C — Incumbency Certificate. The following table sets forth the name, title, and specimen signature of each authorized officer or representative of Greenfield Agricultural Partners LLC who is authorized to execute and deliver the Loan Documents and to give notices and take actions under the Loan Documents on behalf of the Borrower:

Similar incumbency information for each authorized signatory of each Guarantor (Greenfield Holdings Corp., Greenfield Grain Storage LLC, and Greenfield Crop Inputs Inc.) is set forth in separate incumbency certificates attached as sub-exhibits to Exhibit C, and is incorporated herein by reference.

[Remainder of this page intentionally left blank. Signature page follows.]

[SIGNATURE PAGE TO OFFICER'S CERTIFICATE]

IN WITNESS WHEREOF, the undersigned has executed this Officer's Certificate as of [__], 2022.

GREENFIELD AGRICULTURAL PARTNERS LLC

By: ________

Name: [__]

Title: [__]

[To be executed by an authorized officer of the Borrower — expected signatory: Patricia Calloway, Chief Financial Officer, or Nina Vasquez, General Counsel and Corporate Secretary]

[NOTARY ACKNOWLEDGMENT — OPTIONAL]

[Note: Confirm with Agent whether notarization is required.]

STATE OF IOWA

COUNTY OF POLK

On this _ day of ___, 2022, before me, the undersigned, a Notary Public in and for the State of Iowa, personally appeared _____, to me personally known, who, being by me duly sworn, did say that he/she is the _____ of Greenfield Agricultural Partners LLC, an Iowa limited liability company, and that said instrument was signed on behalf of said limited liability company by authority of its governing members and authorized officers, and the said ______ acknowledged said instrument to be the free act and deed of said limited liability company.

________________________________________

Notary Public, State of Iowa

Printed Name: ________

My Commission Expires: ________

[SEAL]

EXHIBITS

Exhibit A — Organizational Documents (A-1 through A-8)

[Attached separately]

Exhibit B — Resolutions (B-1 through B-4)

[Attached separately]

Exhibit C — Incumbency Certificate

[Attached separately]

DRAFT — FOR DISCUSSION PURPOSES ONLY

Prepared by Calderwood & Harkness LLP 150 North Michigan Avenue, Suite 3600 Chicago, Illinois 60601

Matter No. 1020-00001 / GAPABF-2022

Name	Title	Specimen Signature
Marcus J. Lindstrom	Chief Executive Officer	______
Patricia "Trish" Calloway	Chief Financial Officer	______
Nina Vasquez	General Counsel and Corporate Secretary	______
Raymond Foss	Vice President of Operations	______

[FORM — SUBJECT TO COMPLETION AND REVISION]
Prepared by Calderwood & Harkness LLP 150 North Michigan Avenue, Suite 3600 Chicago, Illinois 60601 Draft Date: November 4, 2022 C&H Matter No. 1020-00001 / GAPABF-2022
OFFICER'S CERTIFICATE
Delivered Pursuant to Section [__] of the Credit Agreement
Reference: That certain Credit Agreement, dated as of [__], 2022 (as amended, restated, supplemented, or otherwise modified from time to time, the "Credit Agreement"), among Greenfield Agricultural Partners LLC, an Iowa limited liability company (the "Borrower"), Greenfield Holdings Corp., a Delaware corporation, Greenfield Grain Storage LLC, an Iowa limited liability company, and Greenfield Crop Inputs Inc., an Illinois corporation (collectively, the "Guarantors" and, together with the Borrower, each a "Loan Party" and collectively, the "Loan Parties"), the Lenders party thereto from time to time (the "Lenders"), and Heartland Commerce Bank, National Association, as Administrative Agent and Collateral Agent (in such capacities, the "Agent").
RECITALS
The undersigned, [__], the [__] of Greenfield Agricultural Partners LLC, a limited liability company duly organized and validly existing under the laws of the State of Iowa (the "Borrower"), having its principal place of business at 4100 Grand Prairie Boulevard, Suite 300, Des Moines, Iowa 50309, hereby certifies, pursuant to Section [__] of the Credit Agreement, as follows:
Capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement, and the rules of construction set forth in Section 1.02 of the Credit Agreement shall apply to this Officer's Certificate mutatis mutandis.
The undersigned is a duly authorized officer of the Borrower and is delivering this Officer's Certificate on behalf of the Borrower in connection with the initial borrowing under the Credit Agreement on the Closing Date. The undersigned has been duly authorized by the Borrower to execute and deliver this Officer's Certificate, and no other internal authorization, consent, or approval is required in connection herewith.
The undersigned is familiar with the terms and conditions of the Credit Agreement and the other Loan Documents, including without limitation the Security Agreement, the Guaranty Agreement, the Pledge Agreement, each Mortgage, each Deposit Account Control Agreement, and each other instrument and agreement executed and delivered in connection therewith. The undersigned has made, or has caused to be made, such examination, investigation, and inquiry as is necessary and appropriate in order to render the certifications set forth herein, including a review of the books and records of the Borrower and each of its Subsidiaries and such consultations with officers and senior employees of the Borrower and its Subsidiaries as the undersigned deemed necessary or advisable. The undersigned is making the certifications set forth herein with full knowledge of the consequences thereof and with the understanding that the Agent and the Lenders are relying upon the accuracy and completeness of such certifications in connection with the making of the initial Loans under the $80,000,000 senior secured asset-based revolving credit facility established pursuant to the Credit Agreement.
CERTIFICATIONS
Section 1. Accuracy of Representations and Warranties.
The undersigned hereby certifies that each of the representations and warranties made by the Borrower and each Guarantor (Greenfield Holdings Corp., Greenfield Grain Storage LLC, and Greenfield Crop Inputs Inc.) in the Credit Agreement and in each other Loan Document to which it is a party (including, without limitation, the representations and warranties set forth in the Security Agreement, the Guaranty Agreement, the Pledge Agreement, and each Mortgage) is true and correct in all material respects on and as of the Closing Date with the same effect as though each such representation and warranty had been made on and as of the Closing Date, except to the extent that any such representation or warranty expressly relates to an earlier date, in which case such representation or warranty shall be true and correct in all material respects as of such earlier date.
Without limiting the generality of the foregoing, and for the avoidance of doubt, any representation or warranty that is qualified by reference to "materiality," "Material Adverse Effect," or words of similar import shall be true and correct in all respects as of the Closing Date (or as of such earlier date to which such representation or warranty expressly relates), without duplication of any materiality qualifier contained therein.
The undersigned confirms that, based on the examination, investigation, and inquiry described above, the representations and warranties that are true and correct on and as of the Closing Date as set forth above include, without limitation, representations and warranties covering the following matters:
(a) Due Organization and Good Standing. Each Loan Party (i) is duly organized, validly existing, and in good standing under the laws of its jurisdiction of organization, (ii) has all requisite power and authority to own its assets, carry on its business, and execute, deliver, and perform the Loan Documents to which it is a party, and (iii) is duly qualified to do business and is in good standing in each jurisdiction where the nature of its business or the ownership of its properties requires such qualification, except where the failure to be so qualified could not reasonably be expected to have a Material Adverse Effect.
(b) Authorization and Enforceability. The execution, delivery, and performance by each Loan Party of each Loan Document to which it is a party have been duly authorized by all necessary limited liability company, corporate, or other organizational action, and each Loan Document constitutes the legal, valid, and binding obligation of each Loan Party party thereto, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, and similar laws affecting creditors' rights generally and to general principles of equity.
(c) No Conflicts. The execution, delivery, and performance of the Loan Documents and the consummation of the transactions contemplated thereby do not and will not (i) contravene the organizational documents of any Loan Party, (ii) contravene any applicable law, rule, regulation, order, judgment, or decree binding on any Loan Party, or (iii) result in a breach of, or constitute a default under, any material contract, agreement, or instrument to which any Loan Party is a party or by which any Loan Party or its properties may be bound.
(d) Compliance with Laws. Each Loan Party is in compliance with all applicable laws, rules, regulations, orders, judgments, and decrees, including without limitation all environmental laws, health and safety regulations, agricultural commodity regulations, and licensing requirements applicable to the storage, handling, and distribution of grain and crop inputs, except where the failure to be in compliance could not reasonably be expected to have a Material Adverse Effect.
(e) Accuracy of Financial Statements. The audited consolidated financial statements of the Borrower and its Subsidiaries for the fiscal year ended December 31, 2021, prepared by Ashford, Kline & Pearce LLP, and the interim unaudited consolidated financial statements of the Borrower and its Subsidiaries for the six-month period ended June 30, 2022, fairly present in all material respects the financial condition, results of operations, and cash flows of the Borrower and its Subsidiaries as of the dates and for the periods covered thereby, in conformity with GAAP applied on a consistent basis (subject, in the case of the interim financial statements, to the absence of footnotes and normal year-end audit adjustments).
(f) Ownership Structure. The Borrower is 100% owned by Greenfield Holdings Corp. The ownership of Greenfield Holdings Corp. is as follows: 62% by the Lindstrom Family Trust, 28% by Calloway-Foss Investments LP, and 10% by management equity plan participants pursuant to the terms of the Greenfield Holdings Corp. Management Equity Incentive Plan. No change of control or ownership has occurred since the date of the most recent disclosure of ownership delivered to the Agent.
(g) ERISA Compliance. Each Loan Party is in compliance in all material respects with the applicable provisions of ERISA and the Internal Revenue Code with respect to each "employee benefit plan" (as defined in Section 3(3) of ERISA) maintained, administered, or contributed to by any Loan Party or any ERISA Affiliate. No ERISA Event has occurred or is reasonably expected to occur that, individually or in the aggregate, could reasonably be expected to result in liability to the Loan Parties in an aggregate amount exceeding $500,000 or that could reasonably be expected to have a Material Adverse Effect.
(h) Environmental Matters. Except as previously disclosed in writing to the Agent, no Loan Party has received any written notice of any pending or threatened environmental claim, demand, action, investigation, or proceeding, and no Loan Party has knowledge of any facts, circumstances, or conditions that could reasonably be expected to give rise to any environmental liability that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.
(i) intellectual Property. Each Loan Party owns or is licensed to use all intellectual property necessary for the operation of its business as currently conducted, free and clear of all Liens (other than Permitted Liens). No claim has been asserted or is pending, and to the knowledge of the undersigned no claim is threatened, that any Loan Party's use of any intellectual property infringes the rights of any third party.
(j) Insurance. Each Loan Party maintains insurance with financially sound and reputable insurance companies that is adequate and customary for its business and operations, as required by the Credit Agreement, including crop insurance, property and casualty insurance, commercial general liability insurance, and business interruption coverage.
(k) Tax Matters. Each Loan Party has timely filed all federal, state, and local tax returns required to be filed and has paid all taxes, assessments, and governmental charges due and owing (except those being contested in good faith by appropriate proceedings and for which adequate reserves have been established in accordance with GAAP).
(l) Solvency. After giving effect to the transactions contemplated by the Credit Agreement, including the initial borrowing and the application of the proceeds thereof, (i) the fair value of the assets of each Loan Party exceeds the total amount of its liabilities (including contingent liabilities), (ii) the present fair salable value of the assets of each Loan Party exceeds the amount that will be required to pay its probable liabilities on its debts and other obligations as they become absolute and matured, (iii) each Loan Party is able to pay its debts and other obligations as they mature, and (iv) each Loan Party does not have unreasonably small capital with which to conduct its business.
(m) Accuracy of Borrowing Base Certificate. The initial Borrowing Base Certificate delivered in connection with the Closing Date has been prepared in good faith, is accurate and complete in all material respects, and has been prepared in accordance with the terms and definitions set forth in the Credit Agreement.
(n) Title to Collateral. Each Loan Party has good and marketable title to, or a valid leasehold interest in, all of the Collateral purported to be owned or held by it, free and clear of all Liens other than Permitted Liens.
(o) No Litigation. Except as previously disclosed in writing to the Agent, there is no action, suit, investigation, litigation, or proceeding pending or, to the knowledge of the undersigned, threatened in any court or before any arbitrator or governmental authority against or affecting any Loan Party or any of its properties that could reasonably be expected to have a Material Adverse Effect.
(p) No Material Adverse Effect. Since December 31, 2021, no event, circumstance, development, or change has occurred that has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.
Section 2. No Default or Event of Default.
The undersigned hereby certifies that no Default or Event of Default has occurred and is continuing as of the Closing Date, and no Default or Event of Default would result from the initial borrowing under the Credit Agreement on the Closing Date.
The undersigned further certifies that no Default or Event of Default would result from the application of the proceeds of the initial Loans, including:
(i) the refinancing and repayment in full of all outstanding Indebtedness under the existing $55,000,000 Revolving Credit Agreement dated April 1, 2018 (as amended by that certain First Amendment to Revolving Credit Agreement dated October 15, 2019, and as further amended by that certain Second Amendment to Revolving Credit Agreement dated March 1, 2021), between the Borrower and Prairie National Bank, National Association (the "Existing Credit Agreement"), the outstanding balance under which as of [__] is $38,750,000;
(ii) the funding of seasonal working capital needs of the Borrower and its Subsidiaries, including the purchase of grain, fertilizer, seed, crop protection products, and other agricultural inputs in the ordinary course of business; and
(iii) general corporate purposes of the Borrower and its Subsidiaries, including the payment of fees and expenses incurred in connection with the closing of the Credit Agreement and the other Loan Documents.
Without limiting the foregoing, the undersigned specifically confirms that, after giving effect to the initial borrowing under the Credit Agreement and the application of the proceeds thereof:
(a) the Borrower is in compliance with the minimum Excess Availability covenant set forth in Section [__] of the Credit Agreement, which requires that Excess Availability shall be not less than $5,000,000 at all times; and
(b) no Trigger Period is in effect as of the Closing Date — that is, Excess Availability is not less than the greater of (x) 12.5% of the Borrowing Base and (y) $10,000,000, and no other event or condition giving rise to the commencement of a Trigger Period under the Credit Agreement has occurred or is continuing.
Section 3. No Material Adverse Change.
The undersigned hereby certifies that, since June 30, 2022 (the date of the most recent interim financial statements delivered to the Agent), there has been no event, circumstance, development, or change that has had or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on:
(a) the business, assets, liabilities (contingent or otherwise), operations, condition (financial or otherwise), or prospects of the Borrower and its Subsidiaries, taken as a whole;
(b) the ability of any Loan Party to perform its obligations under any Loan Document to which it is a party;
(c) the legality, validity, binding effect, or enforceability of any Loan Document;
(d) the rights, remedies, and benefits available to, or conferred upon, the Agent or any Lender under any Loan Document; or
(e) the value, perfection, or priority of the Agent's security interest in the Collateral.
For purposes of reference and context, the undersigned notes that, as reflected in the financial statements previously delivered to the Agent, the total assets of the Borrower and its Subsidiaries as of June 30, 2022, were approximately $289,600,000, and the Borrower's consolidated revenue for the fiscal year ended December 31, 2021 (as reported in the audited financial statements prepared by Ashford, Kline & Pearce LLP, audit partner Catherine Drummond) was approximately $347,200,000. The Borrower's projected consolidated revenue for the fiscal year ending December 31, 2022, of approximately $391,500,000, remains consistent with the management projections and financial forecasts previously delivered to the Agent in connection with the Agent's credit approval process, and no material deviation from such projections has occurred or is anticipated as of the date hereof.
Section 4. Compliance with Conditions Precedent.
The undersigned hereby certifies that all conditions precedent to the initial borrowing under the Credit Agreement set forth in Section [__] of the Credit Agreement have been satisfied (or, where expressly permitted, waived by the Agent with the consent of the Required Lenders), including without limitation the following:
4.1 Loan Documents.  Each of the following Loan Documents has been duly executed and delivered by each applicable Loan Party:
(a) the Credit Agreement;
(b) the Security Agreement, dated as of the Closing Date, among the Borrower, each Guarantor, and the Agent, as Collateral Agent;
(c) the Guaranty Agreement, dated as of the Closing Date, executed by each Guarantor in favor of the Agent, for the benefit of the Secured Parties;
(d) the Pledge Agreement, dated as of the Closing Date, among the Borrower, Greenfield Holdings Corp., and the Agent, as Collateral Agent;
(e) the Mortgages, in Iowa and Illinois forms, executed by the applicable Loan Parties in favor of the Agent, as Collateral Agent, covering all real property interests required to be encumbered under the Credit Agreement;
(f) the Deposit Account Control Agreements, executed by the applicable Loan Parties, the applicable depository banks, and the Agent, as Collateral Agent; and
(g) the Assignment of Insurance, executed by the applicable Loan Parties in favor of the Agent, as Collateral Agent.
Each of the foregoing Loan Documents has been duly authorized, executed, and delivered by the parties thereto and constitutes the legal, valid, and binding obligation of each Loan Party party thereto, enforceable in accordance with its terms.
4.2 Organizational Documents.  Certified copies of the following organizational documents have been delivered to the Agent and are attached hereto as Exhibit A:
(a) Certificate of Organization / Articles of Organization of Greenfield Agricultural Partners LLC, filed with the Iowa Secretary of State (Iowa SOS Filing No. 622847), together with all amendments thereto;
(b) Current Operating Agreement of Greenfield Agricultural Partners LLC, as amended and in effect as of the date hereof;
(c) Certificate of Incorporation of Greenfield Holdings Corp., filed with the Delaware Secretary of State (Delaware SOS File No. 7291538), together with all amendments thereto;
(d) Current Bylaws of Greenfield Holdings Corp., as amended and in effect as of the date hereof;
(e) Certificate of Organization of Greenfield Grain Storage LLC, filed with the Iowa Secretary of State, together with all amendments thereto;
(f) Current Operating Agreement of Greenfield Grain Storage LLC, as amended and in effect as of the date hereof;
(g) Articles of Incorporation of Greenfield Crop Inputs Inc., filed with the Illinois Secretary of State (Illinois SOS File No. 08294731), together with all amendments thereto; and
(h) Current Bylaws of Greenfield Crop Inputs Inc., as amended and in effect as of the date hereof.
The undersigned certifies that none of the foregoing organizational documents has been amended, restated, supplemented, or otherwise modified since the copies attached hereto were certified, and each such document is in full force and effect as of the Closing Date.
4.3 Resolutions and Authorizations.  Certified copies of resolutions of each Loan Party authorizing the execution, delivery, and performance of the Loan Documents to which it is a party have been delivered to the Agent and are attached hereto as Exhibit B. Such resolutions include:
(a) Greenfield Agricultural Partners LLC: Resolutions of the sole member (Greenfield Holdings Corp.) of Greenfield Agricultural Partners LLC, together with any required manager and/or officer authorizations, approving and authorizing the Borrower's execution, delivery, and performance of the Credit Agreement and each other Loan Document to which the Borrower is a party, the borrowings thereunder, and the granting of Liens on the Borrower's assets as Collateral, and designating and authorizing certain officers and representatives to act on behalf of the Borrower in connection therewith;
(b) Greenfield Holdings Corp.: Resolutions of the Board of Directors of Greenfield Holdings Corp. approving and authorizing Holdings' execution, delivery, and performance of the Guaranty Agreement, the Pledge Agreement, and each other Loan Document to which Holdings is a party, and authorizing Holdings, as the sole member of GAP, to adopt the resolutions described in clause (a) above;
(c) Greenfield Grain Storage LLC: Resolutions of the sole member (Greenfield Agricultural Partners LLC) of Greenfield Grain Storage LLC, together with any required manager and/or officer authorizations, approving and authorizing GGS's execution, delivery, and performance of the Guaranty Agreement, the Security Agreement, and each other Loan Document to which GGS is a party; and
(d) Greenfield Crop Inputs Inc.: Resolutions of the sole shareholder (Greenfield Agricultural Partners LLC, as the sole stockholder of GCI) of Greenfield Crop Inputs Inc., or, to the extent required by GCI's Bylaws or Articles of Incorporation, resolutions of the Board of Directors of GCI, approving and authorizing GCI's execution, delivery, and performance of the Guaranty Agreement, the Security Agreement, each applicable Mortgage, and each other Loan Document to which GCI is a party.
The undersigned certifies that each of the foregoing resolutions was duly adopted in accordance with the organizational documents of the applicable Loan Party, has not been amended, modified, rescinded, or revoked, and remains in full force and effect as of the Closing Date.
4.4 Good Standing Certificates.  Certificates of good standing (or equivalent certificates of existence or status) for each Loan Party from its jurisdiction of organization have been delivered to the Agent, as follows:
(a) Greenfield Agricultural Partners LLC — Certificate of Good Standing from the Iowa Secretary of State;
(b) Greenfield Holdings Corp. — Certificate of Good Standing from the Delaware Secretary of State;
(c) Greenfield Grain Storage LLC — Certificate of Good Standing from the Iowa Secretary of State; and
(d) Greenfield Crop Inputs Inc. — Certificate of Good Standing (Certificate of Existence) from the Illinois Secretary of State.
In addition, foreign qualification certificates (or equivalent certificates of authority) have been delivered to the Agent for each Loan Party in each jurisdiction where such Loan Party is required to be qualified to do business as a foreign entity, including the States of Iowa, Illinois, and Indiana, as applicable to each such Loan Party.
4.5 Incumbency.  An incumbency certificate has been delivered to the Agent, certifying the name, title, and true specimen signature of each officer or authorized person of each Loan Party who is authorized to execute and deliver the Loan Documents on behalf of such Loan Party, and to give notices and take other actions on behalf of such Loan Party under the Loan Documents. A copy of such incumbency certificate is attached hereto as Exhibit C. The key authorized signatories for Greenfield Agricultural Partners LLC are:
•  Marcus J. Lindstrom — Chief Executive Officer
•  Patricia Calloway — Chief Financial Officer
•  Nina Vasquez — General Counsel and Corporate Secretary
Similar incumbency information for the authorized signatories of each Guarantor has been delivered as part of Exhibit C.
4.6 Legal Opinions.  The undersigned confirms that Calderwood & Harkness LLP, as counsel to the Borrower and the other Loan Parties, has delivered (or is concurrently delivering) to the Agent and the Lenders its written legal opinion letter, dated as of the Closing Date and addressed to the Agent and each Lender, covering, among other matters:
(a) the due organization and valid existence of each Loan Party under the laws of its jurisdiction of organization;
(b) the due authorization by each Loan Party of the execution, delivery, and performance of the Loan Documents to which it is a party;
(c) the enforceability of the Loan Documents against each Loan Party party thereto (subject to customary qualifications and exceptions);
(d) the absence of conflicts with the organizational documents of each Loan Party and with applicable law; and
(e) the creation and perfection of the Agent's security interests in the Collateral, including the proper filing of UCC-1 financing statements and the recording of Mortgages.
Such legal opinion is subject to customary assumptions, qualifications, and exceptions as are acceptable to the Agent and its counsel, Kessler, Brandt & Whitfield LLP.
4.7 Financial Statements and Borrowing Base Certificate.  The following financial deliverables have been provided to the Agent:
(a) Audited Financial Statements. The audited consolidated financial statements of the Borrower and its Subsidiaries for the fiscal year ended December 31, 2021, consisting of a consolidated balance sheet, consolidated statements of income, consolidated statements of members' equity, and consolidated statements of cash flows, together with the notes thereto, audited by Ashford, Kline & Pearce LLP (audit partner: Catherine Drummond), accompanied by an unqualified audit opinion;
(b) Interim Financial Statements. The interim unaudited consolidated financial statements of the Borrower and its Subsidiaries for the six-month period ended June 30, 2022, consisting of a consolidated balance sheet and consolidated statements of income, prepared by the Borrower's management in accordance with GAAP (subject to the absence of footnotes and normal year-end audit adjustments), and certified by the Chief Financial Officer of the Borrower; and
(c) Borrowing Base Certificate. The initial Borrowing Base Certificate, dated as of the Closing Date, duly executed by Patricia Calloway, in her capacity as Chief Financial Officer of the Borrower, demonstrating compliance with the Borrowing Base and the minimum Excess Availability requirements set forth in the Credit Agreement. Such Borrowing Base Certificate has been prepared in accordance with the definitions, methodologies, and eligibility criteria set forth in the Credit Agreement and reflects the Borrower's Eligible Accounts, Eligible Inventory, and other components of the Borrowing Base as of the Closing Date.
4.8 Insurance.  Evidence of insurance coverage in compliance with the requirements of the Credit Agreement has been delivered to the Agent, including certificates of insurance from Redwood Insurance Group, Inc. (Brian Templeton, Account Executive), the Borrower's insurance broker, reflecting the following coverages:
(a) crop insurance, providing coverage for crop losses on a multi-peril basis;
(b) property and casualty insurance, providing coverage for all real and personal property of the Loan Parties, including all grain elevator facilities, storage facilities, the GCI distribution center, equipment, and inventory;
(c) commercial general liability insurance, providing coverage against claims for bodily injury, property damage, and personal and advertising injury, with policy limits not less than those required by the Credit Agreement; and
(d) business interruption coverage, providing coverage for loss of income and extra expenses arising from covered perils.
All such insurance policies are issued by Northstar Mutual Insurance Company, a financially sound and reputable insurance carrier. The certificates of insurance delivered to the Agent reflect the required endorsements, including (i) loss payee endorsements naming Heartland Commerce Bank, N.A., as Collateral Agent, as loss payee or mortgagee (as applicable), and (ii) additional insured endorsements naming Heartland Commerce Bank, N.A., as Collateral Agent, as additional insured, in each case in form and substance satisfactory to the Agent.
The Assignment of Insurance, executed by the applicable Loan Parties in favor of the Agent, as Collateral Agent, has been duly executed and delivered.
4.9 Collateral Matters.  The undersigned confirms the following with respect to the perfection and priority of the Agent's security interests in the Collateral:
(a) UCC Financing Statements. UCC-1 financing statements have been filed (or are being concurrently filed on the Closing Date) in the following jurisdictions, naming each applicable Grantor as debtor and Heartland Commerce Bank, N.A., as Collateral Agent, as secured party:
(i) Iowa Secretary of State (covering Greenfield Agricultural Partners LLC and Greenfield Grain Storage LLC);
(ii) Illinois Secretary of State (covering Greenfield Crop Inputs Inc.);
(iii) Indiana Secretary of State (covering Greenfield Agricultural Partners LLC, to the extent assets are located in Indiana); and
(iv) Delaware Secretary of State (covering Greenfield Holdings Corp.).
(b) Mortgages. Mortgages have been recorded (or are being concurrently recorded on the Closing Date) in the following jurisdictions:
(i) Polk County, Iowa, and eight additional Iowa counties (covering fourteen (14) grain elevator sites operated by the Borrower and Greenfield Grain Storage LLC, and the Borrower's headquarters facility at 4100 Grand Prairie Boulevard, Suite 300, Des Moines, Iowa 50309); and
(ii) McLean County, Illinois (covering the GCI distribution center located at 780 Commerce Drive, Bloomington, Illinois 61701).
(c) Deposit Account Control Agreements. Deposit Account Control Agreements have been duly executed by each applicable Loan Party, each depository bank at which such Loan Party maintains deposit accounts (as identified in the Perfection Certificate), and the Agent, as Collateral Agent.
(d) Pledged Equity Interests. The pledged equity interests described in the Pledge Agreement, consisting of 100% of the membership interests in Greenfield Grain Storage LLC and 100% of the issued and outstanding shares of capital stock of Greenfield Crop Inputs Inc., have been delivered to the Agent, as Collateral Agent, or appropriate arrangements have been made for the delivery thereof, together with stock powers or transfer instruments endorsed in blank, as applicable, in accordance with the terms of the Pledge Agreement.
4.10 Payoff of Existing Indebtedness.  A payoff letter, dated as of or about the Closing Date, has been delivered from Prairie National Bank, National Association (executed by Janet Braddock, Senior Vice President, Agricultural Banking), confirming:
(a) the outstanding balance under the existing $55,000,000 Revolving Credit Agreement dated April 1, 2018, between the Borrower and Prairie National Bank, National Association (the Existing Credit Agreement), together with all accrued and unpaid interest, fees, and other amounts owing thereunder as of the anticipated payoff date;
(b) wire transfer instructions for the remittance of payoff funds to Prairie National Bank, National Association;
(c) Prairie National Bank's agreement to deliver UCC-3 termination statements, terminating the UCC-1 financing statements originally filed with the Iowa Secretary of State on April 2, 2018, under Iowa SOS Filing Nos. 2018-0041729 and 2018-0041730, promptly (and in any event within five (5) business days) following receipt of the payoff funds; and
(d) Prairie National Bank's agreement to deliver mortgage releases, in recordable form, releasing all Mortgages, deeds of trust, and other real property encumbrances held by Prairie National Bank in connection with the Existing Credit Agreement, promptly following receipt of the payoff funds.
The Borrower will apply a portion of the proceeds of the initial Loans under the Credit Agreement to refinance and repay in full all outstanding obligations under the Existing Credit Agreement on the Closing Date, thereby terminating all commitments and obligations of the Borrower thereunder.
4.11 Field Examination.  The undersigned confirms that the field examination and inventory appraisal conducted by Pryor & Associates LLC (Thomas Pryor, Managing Partner) has been completed to the satisfaction of the Agent, and the results thereof, including the field examination report and inventory appraisal, have been delivered to the Agent. Such field examination and appraisal covered the Borrower's accounts receivable, grain inventory (including commodity type, grade, quantity, and storage location), crop input inventory (including fertilizer, seed, and crop protection products), and other personal property constituting Collateral, and the results thereof are consistent with the information set forth in the initial Borrowing Base Certificate.
4.12 Fees and Expenses.  The undersigned confirms that all fees and expenses required to be paid on or prior to the Closing Date have been paid, or will be paid from the proceeds of the initial borrowing under the Credit Agreement, including without limitation:
(a) Upfront Fee: $400,000 (representing 0.50% of the $80,000,000 total commitment), payable pro rata to the Lenders based on their respective Applicable Percentages;
(b) Administrative Agent Fee: $75,000 per annum (or the prorated portion thereof for the initial period), payable to Heartland Commerce Bank, N.A., in its capacity as Administrative Agent, in accordance with the terms of the Fee Letter;
(c) Legal Fees and Expenses of Lender's Counsel: All reasonable and documented fees and expenses of Kessler, Brandt & Whitfield LLP, as counsel to the Agent and the Lenders, incurred in connection with the negotiation, documentation, and closing of the Credit Agreement and the other Loan Documents; and
(d) Legal Fees and Expenses of Borrower's Counsel: All fees and expenses of Calderwood & Harkness LLP, as counsel to the Borrower and the other Loan Parties, incurred in connection with the negotiation, documentation, and closing of the Credit Agreement and the other Loan Documents.
4.13 No Litigation.  The undersigned certifies that there is no pending or, to the knowledge of the undersigned after due inquiry, threatened action, suit, investigation, litigation, or proceeding (whether at law or in equity, and whether before any court, arbitral body, administrative agency, or other governmental authority) affecting the Borrower or any of its Subsidiaries that (a) could reasonably be expected to have a Material Adverse Effect, or (b) purports to affect or challenge the legality, validity, or enforceability of any Loan Document or any of the transactions contemplated thereby. To the knowledge of the undersigned, no injunction, writ, restraining order, or other order of any nature has been issued by any court or other governmental authority that would prevent or restrict the consummation of the transactions contemplated by the Credit Agreement and the other Loan Documents.
4.14 Other Conditions.  The undersigned confirms that all other applicable conditions precedent to the initial borrowing set forth in Section [__] of the Credit Agreement have been satisfied, including without limitation:
(a) delivery of a solvency certificate, dated as of the Closing Date, duly executed by the Chief Financial Officer of the Borrower, certifying as to the solvency of the Borrower and its Subsidiaries on a consolidated basis after giving effect to the transactions contemplated by the Credit Agreement;
(b) delivery of a perfection certificate, duly executed by an authorized officer of the Borrower and each Guarantor, containing information with respect to the assets, locations, jurisdictions of organization, prior names, and other matters necessary to perfect the Agent's security interests in the Collateral;
(c) completion of all lien searches (including UCC, tax lien, judgment, litigation, and bankruptcy searches) in all relevant jurisdictions, with results satisfactory to the Agent; and
(d) delivery of such other documents, certificates, instruments, and agreements as the Agent has reasonably requested in connection with the closing of the Credit Agreement and the other Loan Documents.
Section 5. Attachment of Organizational Documents, Resolutions, and Incumbency.
Attached hereto as exhibits are true, correct, and complete copies of the documents described below, none of which has been amended, restated, supplemented, or otherwise modified since the date of certification thereof, and each of which is in full force and effect as of the date hereof:
Exhibit A — Organizational Documents.  
A-1: Certificate of Organization of Greenfield Agricultural Partners LLC (EIN: 47-3918265; Iowa SOS Filing No. 622847), together with all amendments thereto.
A-2: Operating Agreement of Greenfield Agricultural Partners LLC, as currently in effect.
A-3: Certificate of Incorporation of Greenfield Holdings Corp. (EIN: 82-5047391; Delaware SOS File No. 7291538), together with all amendments thereto.
A-4: Bylaws of Greenfield Holdings Corp., as currently in effect.
A-5: Certificate of Organization of Greenfield Grain Storage LLC (EIN: 84-2093417), together with all amendments thereto.
A-6: Operating Agreement of Greenfield Grain Storage LLC, as currently in effect.
A-7: Articles of Incorporation of Greenfield Crop Inputs Inc. (EIN: 37-6182049; Illinois SOS File No. 08294731), together with all amendments thereto.
A-8: Bylaws of Greenfield Crop Inputs Inc., as currently in effect.
Exhibit B — Resolutions.  
B-1: Resolutions of the sole member (Greenfield Holdings Corp.) of Greenfield Agricultural Partners LLC, authorizing the execution, delivery, and performance of the Credit Agreement and each other Loan Document to which the Borrower is a party and the transactions contemplated thereby.
B-2: Resolutions of the Board of Directors of Greenfield Holdings Corp., authorizing the execution, delivery, and performance of each Loan Document to which Holdings is a party and the transactions contemplated thereby, and authorizing Holdings, as the sole member of the Borrower, to adopt the resolutions described in B-1 above.
B-3: Resolutions of the sole member (Greenfield Agricultural Partners LLC) of Greenfield Grain Storage LLC, authorizing the execution, delivery, and performance of each Loan Document to which GGS is a party and the transactions contemplated thereby.
B-4: Resolutions of the sole shareholder (Greenfield Agricultural Partners LLC) of Greenfield Crop Inputs Inc., authorizing the execution, delivery, and performance of each Loan Document to which GCI is a party and the transactions contemplated thereby.
Exhibit C — Incumbency Certificate.  The following table sets forth the name, title, and specimen signature of each authorized officer or representative of Greenfield Agricultural Partners LLC who is authorized to execute and deliver the Loan Documents and to give notices and take actions under the Loan Documents on behalf of the Borrower:
Similar incumbency information for each authorized signatory of each Guarantor (Greenfield Holdings Corp., Greenfield Grain Storage LLC, and Greenfield Crop Inputs Inc.) is set forth in separate incumbency certificates attached as sub-exhibits to Exhibit C, and is incorporated herein by reference.
[Remainder of this page intentionally left blank. Signature page follows.]
[SIGNATURE PAGE TO OFFICER'S CERTIFICATE]
IN WITNESS WHEREOF, the undersigned has executed this Officer's Certificate as of [__], 2022.
GREENFIELD AGRICULTURAL PARTNERS LLC
By: ________
Name: [__]
Title: [__]
[To be executed by an authorized officer of the Borrower — expected signatory: Patricia Calloway, Chief Financial Officer, or Nina Vasquez, General Counsel and Corporate Secretary]
[NOTARY ACKNOWLEDGMENT — OPTIONAL]
[Note: Confirm with Agent whether notarization is required.]
STATE OF IOWA
COUNTY OF POLK
On this _ day of ___, 2022, before me, the undersigned, a Notary Public in and for the State of Iowa, personally appeared _____, to me personally known, who, being by me duly sworn, did say that he/she is the _____ of Greenfield Agricultural Partners LLC, an Iowa limited liability company, and that said instrument was signed on behalf of said limited liability company by authority of its governing members and authorized officers, and the said ______ acknowledged said instrument to be the free act and deed of said limited liability company.
________________________________________
Notary Public, State of Iowa
Printed Name: ________
My Commission Expires: ________
[SEAL]
EXHIBITS
Exhibit A — Organizational Documents (A-1 through A-8)
[Attached separately]
Exhibit B — Resolutions (B-1 through B-4)
[Attached separately]
Exhibit C — Incumbency Certificate
[Attached separately]
DRAFT — FOR DISCUSSION PURPOSES ONLY
Prepared by Calderwood & Harkness LLP 150 North Michigan Avenue, Suite 3600 Chicago, Illinois 60601
Matter No. 1020-00001 / GAPABF-2022
Name | Title | Specimen Signature
Marcus J. Lindstrom | Chief Executive Officer | ______
Patricia "Trish" Calloway | Chief Financial Officer | ______
Nina Vasquez | General Counsel and Corporate Secretary | ______
Raymond Foss | Vice President of Operations | ______

[FORM — SUBJECT TO COMPLETION AND REVISION]

OFFICER'S CERTIFICATE

RECITALS

CERTIFICATIONS

GREENFIELD AGRICULTURAL PARTNERS LLC

STATE OF IOWA

COUNTY OF POLK

EXHIBITS

Record

Parties

Dates

Amounts