[sheet: Closing Checklist]

Item No.	Category	Document / Deliverable	Description	Responsible Party	Counterparty / Recipient	Status	Date Delivered / Target Date	Notes / Comments
1	Credit Agreement & Amendments	Credit Agreement	Revolving Credit Agreement among Greenfield Agricultural Partners LLC, as Borrower, the Guarantors, the Lenders, and Heartland Commerce Bank, N.A., as Administrative Agent and Collateral Agent — $80,000,000 Senior Secured ABL Revolving Credit Facility; governed by Illinois law; 4-year maturity	KBW (initial draft) / C&H (markup)	All parties	In Progress — Third markup delivered 11/1/2022; open items remain (MAC definition, cure rights, minimum excess availability)	2022-11-01	KBW third draft dated 10/28/2022; C&H third markup dated 11/1/2022; remaining open items flagged in comment letter
2	Credit Agreement & Amendments	Schedules to Credit Agreement	All schedules to the Credit Agreement including: Schedule of Commitments (HCB $40,000,000 / 50.00%; MACC $25,000,000 / 31.25%; Tallgrass $15,000,000 / 18.75%), Existing Indebtedness, Existing Liens, Subsidiaries, Real Property, Insurance, Material Contracts, Litigation, Environmental Matters, ERISA Plans, Deposit Accounts, intellectual Property	C&H / Greenfield (data)	KBW / HCB	In Progress	Greenfield management to provide disclosure schedules; C&H to compile and format
3	Credit Agreement & Amendments	Borrowing Base Certificate — Initial	Initial Borrowing Base Certificate as of closing date; AR advance rate 85%, crop inventory (NOLV) advance rate 65%, crop-input inventory advance rate 70%, warehouse receipts advance rate 80%; less $3,500,000 availability reserves	Greenfield (Calloway)	HCB (Kuo)	Not Started	Template to be attached as exhibit to Credit Agreement; Greenfield to populate with closing-date figures
4	Security Documents — Personal Property	Security Agreement	Security Agreement granting first-priority security interest in substantially all personal property of GAP, Greenfield Grain Storage LLC, and Greenfield Crop Inputs Inc. in favor of HCB as Collateral Agent; covers accounts receivable, inventory (harvested grain, crop inputs, warehouse receipts), equipment, deposit accounts, general intangibles, instruments, chattel paper, supporting obligations, and proceeds; governed by Illinois law	C&H (draft)	KBW (review)	Draft — Delivered 11/4/2022	2022-11-04	C&H draft dated November 4, 2022; awaiting KBW comments
5	Security Documents — Personal Property	Pledge Agreement	Pledge Agreement by GAP pledging 100% of membership interests in Greenfield Grain Storage LLC and 100% of issued and outstanding stock of Greenfield Crop Inputs Inc. to HCB as Collateral Agent	C&H (draft)	KBW (review)	Draft — Delivered 11/4/2022	2022-11-04	C&H draft dated November 4, 2022; stock certificates and blank stock powers to be delivered at closing
6	Guaranty	Guaranty Agreement	Joint and several guaranty by Greenfield Holdings Corp., Greenfield Grain Storage LLC, and Greenfield Crop Inputs Inc. of all obligations of GAP under the Credit Agreement, in favor of HCB as Administrative Agent and the Lenders	C&H (draft)	KBW (review)	Draft — Delivered 11/4/2022	2022-11-04	C&H draft dated November 4, 2022; awaiting KBW comments
7	Security Documents — Real Property (Iowa)	Mortgage, Assignment of Leases and Rents, and Security Agreement — Iowa (Form)	Form mortgage for recording in Polk County, Iowa (GAP HQ at 4100 Grand Prairie Blvd, Suite 300, Des Moines, IA 50309) and 8 additional Iowa counties covering 14 grain elevator sites owned by Greenfield Grain Storage LLC; first-priority mortgage lien in favor of HCB as Collateral Agent	C&H (draft)	KBW (review)	Draft — Delivered 11/4/2022	2022-11-04	Form delivered; site-specific legal descriptions and parcel IDs to be inserted per Real Property Collateral Schedule; aggregate appraised value of Iowa properties TBD (part of $64,800,000 total)
8	Security Documents — Real Property (Illinois)	Mortgage, Assignment of Leases and Rents, and Security Agreement — Illinois (Form)	Form mortgage for recording in McLean County, Illinois, covering Greenfield Crop Inputs Inc. distribution center at 780 Commerce Drive, Bloomington, IL 61701 and other applicable Illinois properties; first-priority mortgage lien in favor of HCB as Collateral Agent	C&H (draft)	KBW (review)	Draft — Delivered 11/4/2022	2022-11-04	Form delivered; site-specific legal descriptions to be inserted
9	Security Documents — Deposit Accounts	Deposit Account Control Agreement(s) — PNB Accounts	DACA for GAP operating deposit accounts maintained at Prairie National Bank, N.A. (600 Locust Street, Suite 1500, Des Moines, Iowa 50309); HCB as Collateral Agent to have control	C&H (form draft)	PNB (execution) / KBW (review)	In Progress — Form delivered; PNB execution timeline TBD	2022-11-04	PNB to confirm form acceptability; discussed on 11/10 call; timeline for PNB countersignature remains open
10	Security Documents — Deposit Accounts	Deposit Account Control Agreement(s) — HCB Accounts	DACA for GAP operating deposit accounts to be opened at Heartland Commerce Bank, N.A.; HCB as both depository bank and Collateral Agent	C&H (form draft) / HCB (internal)	KBW (review)	In Progress — Form delivered 11/4/2022	2022-11-04	HCB internal form may be substituted
11	Insurance	Assignment of Insurance — Crop Insurance	Assignment of crop insurance proceeds under policies issued by Northstar Mutual Insurance Company to HCB as Collateral Agent; Redwood Insurance Group, Inc. as broker	C&H (form draft)	KBW (review) / Redwood Insurance Group / Northstar Mutual	Draft — Delivered 11/4/2022	2022-11-04	Form delivered; Redwood Insurance Group (Brian Templeton) to coordinate endorsements with Northstar Mutual Insurance Company
12	Insurance	Assignment of Insurance — Property/Casualty and Business Interruption	Assignment of property/casualty and business interruption insurance proceeds to HCB as Collateral Agent; carrier: Northstar Mutual Insurance Company; broker: Redwood Insurance Group, Inc.	C&H (form draft)	KBW (review) / Redwood / Northstar	Draft — Delivered 11/4/2022	2022-11-04	Combined with crop insurance assignment form; endorsements to name HCB as loss payee and additional insured
13	Insurance	Insurance Certificates and Endorsements	Certificates of insurance and required endorsements (loss payee, additional insured) for all policies required under the Credit Agreement: crop insurance, property/casualty, commercial general liability, business interruption, equipment coverage	Greenfield / Redwood Insurance Group (Templeton)	HCB / KBW	Not Started	Insurance compliance checklist prepared by C&H; gaps identified — endorsement timing discussed on 11/10 call
14	UCC Filings — New Liens	UCC-1 Financing Statements — Iowa	UCC-1 filing with Iowa Secretary of State for GAP (EIN 47-3918265, Iowa SOS Filing No. 622847) and Greenfield Grain Storage LLC (EIN 84-2093417); secured party: HCB as Collateral Agent	C&H (prepare)	Iowa SOS (filing)	Not Started	To be filed upon closing; collateral description: all assets
15	UCC Filings — New Liens	UCC-1 Financing Statement — Illinois	UCC-1 filing with Illinois Secretary of State for Greenfield Crop Inputs Inc. (EIN 37-6182049, Illinois SOS File No. 08294731); secured party: HCB as Collateral Agent	C&H (prepare)	Illinois SOS (filing)	Not Started	To be filed upon closing
16	UCC Filings — New Liens	UCC-1 Financing Statement — Delaware	UCC-1 filing with Delaware Secretary of State for Greenfield Holdings Corp. (EIN 82-5047391, Delaware SOS File No. 7291538) — if required for pledge of equity interests	C&H (prepare)	Delaware SOS (filing)	Not Started	Confirm whether Delaware filing required for equity pledge perfection
17	UCC Filings — New Liens	UCC-1 Financing Statement — Indiana	UCC-1 filing with Indiana Secretary of State for GAP operations in Indiana — if required based on collateral location	C&H (prepare)	Indiana SOS (filing)	Not Started	Confirm whether Indiana filing required; GAP operates across Iowa, Illinois, and Indiana
18	Existing Lien Releases	UCC-3 Termination Statements — Prairie National Bank	Termination of existing UCC filings by Prairie National Bank, N.A.: Iowa SOS Filing Nos. 2018-0041729 and 2018-0041730 (originally filed April 2, 2018)	PNB (Braddock) / PNB counsel	Iowa SOS / HCB	Pending — Contingent on payoff	To be delivered at closing simultaneously with payoff; Janet Braddock (PNB) to coordinate
19	Existing Lien Releases	Mortgage Releases / Satisfactions — Prairie National Bank	Releases of existing PNB mortgages recorded in Polk County, Iowa (HQ), McLean County, Illinois (Bloomington distribution center), and 8 additional Iowa counties covering elevator sites	PNB (Braddock) / PNB counsel	County recorders / HCB	Pending — Contingent on payoff	Existing mortgages to be released upon payoff of $55,000,000 PNB revolving facility (outstanding balance $38,750,000 as of 9/30/2022)
20	Payoff & Refinancing	Payoff Letter — Prairie National Bank, N.A.	Payoff letter from PNB confirming outstanding balance under existing $55,000,000 Revolving Credit Agreement dated April 1, 2018 (as amended), per diem interest, and wire instructions; authorization for UCC terminations and mortgage releases upon receipt of payoff funds	PNB (Braddock)	C&H / Greenfield / HCB	Not Started	PNB facility maturing March 31, 2023; current rate SOFR + 2.75%, unused fee 0.50%; payoff amount to be confirmed 2 business days prior to closing
21	Payoff & Refinancing	Funds Flow Memorandum	Funds flow memorandum detailing all closing-day wire transfers: (i) payoff to PNB, (ii) upfront fees ($400,000 = 0.50% × $80,000,000, split pro rata among Lenders), (iii) administrative agent fee ($75,000 to HCB), (iv) legal fees (C&H and KBW), (v) Pryor & Associates field examination fees, (vi) initial draw proceeds to Greenfield operating account	C&H (prepare) / Greenfield (approve)	All parties	Not Started	To be prepared 3-5 business days prior to closing
22	Legal Opinions	Borrower's Counsel Legal Opinion — Calderwood & Harkness LLP	Legal opinion of C&H as borrower's counsel covering: (i) due organization and good standing of each Loan Party, (ii) due authorization and execution, (iii) enforceability of Loan Documents, (iv) no conflicts with organizational documents or applicable law, (v) perfection of security interests (UCC filings, mortgage recordings), (vi) no governmental consents required; subject to customary assumptions, qualifications, and exceptions; governed by Illinois law	C&H (Tremblay / Blackwood)	HCB / Lenders / KBW	In Progress — Outline prepared	Draft outline prepared by Sophie Tremblay; full opinion to be finalized prior to closing
23	Officer's Certificates	Officer's Certificate — Greenfield Agricultural Partners LLC	Certificate of authorized officer of GAP certifying: (i) accuracy of representations and warranties, (ii) no default or event of default, (iii) no material adverse change since June 30, 2022, (iv) compliance with conditions precedent; with attached certified copies of organizational documents, board/member resolutions, and incumbency	Greenfield (Vasquez or Calloway)	HCB / KBW	In Progress — Form prepared	Draft form prepared by C&H; Greenfield management to review and confirm certifications
24	Officer's Certificates	Officer's Certificate — Greenfield Holdings Corp.	Certificate of authorized officer of Holdings certifying representations, warranties, and authorization of guaranty and pledge	Greenfield Holdings	HCB / KBW	Not Started

25	Officer's Certificates	Officer's Certificate — Greenfield Grain Storage LLC	Certificate of authorized officer of GGS certifying representations, warranties, and authorization of guaranty and security documents	GGS	HCB / KBW	Not Started
26	Officer's Certificates	Officer's Certificate — Greenfield Crop Inputs Inc.	Certificate of authorized officer of GCI certifying representations, warranties, and authorization of guaranty and security documents	GCI	HCB / KBW	Not Started
27	Good Standing Certificates	Good Standing Certificate — GAP (Iowa)	Certificate of good standing for Greenfield Agricultural Partners LLC from Iowa Secretary of State (Iowa SOS Filing No. 622847)	Greenfield / C&H (order)	HCB / KBW	Not Started	To be dated within 30 days of closing
28	Good Standing Certificates	Good Standing Certificate — Holdings (Delaware)	Certificate of good standing for Greenfield Holdings Corp. from Delaware Secretary of State (Delaware SOS File No. 7291538)	Greenfield / C&H (order)	HCB / KBW	Not Started	To be dated within 30 days of closing; registered agent: National Corporate Services Inc., 1209 Orange Street, Wilmington, DE 19801
29	Good Standing Certificates	Good Standing Certificate — GGS (Iowa)	Certificate of good standing for Greenfield Grain Storage LLC from Iowa Secretary of State	Greenfield / C&H (order)	HCB / KBW	Not Started
30	Good Standing Certificates	Good Standing Certificate — GCI (Illinois)	Certificate of good standing for Greenfield Crop Inputs Inc. from Illinois Secretary of State (Illinois SOS File No. 08294731)	Greenfield / C&H (order)	HCB / KBW	Not Started
31	Good Standing Certificates	Foreign Qualification Certificates — GAP	Certificates of foreign qualification/good standing for GAP in Illinois and Indiana (operating states)	Greenfield / C&H (order)	HCB / KBW	Not Started	GAP operates across Iowa, Illinois, and Indiana
32	Secretary's Certificates	Secretary's Certificate — GAP	Certificate of Nina Vasquez (General Counsel, Corporate Secretary) certifying organizational documents (operating agreement), member resolutions authorizing the transaction, and incumbency of officers (Marcus J. Lindstrom — CEO; Patricia Calloway — CFO; Raymond Foss — VP of Operations; Nina Vasquez — GC and Secretary)	Greenfield (Vasquez)	HCB / KBW	Not Started
33	Secretary's Certificates	Secretary's Certificate — Holdings	Certificate certifying certificate of incorporation, bylaws, board resolutions authorizing guaranty, and incumbency	Greenfield Holdings	HCB / KBW	Not Started	Holdings owned 62% Lindstrom Family Trust, 28% Calloway-Foss Investments LP, 10% management equity plan
34	Secretary's Certificates	Secretary's Certificate — GGS	Certificate certifying organizational documents, member resolutions, and incumbency	GGS	HCB / KBW	Not Started
35	Secretary's Certificates	Secretary's Certificate — GCI	Certificate certifying articles of incorporation, bylaws, board resolutions, and incumbency	GCI	HCB / KBW	Not Started
36	Organizational Documents	Certified Copy — GAP Operating Agreement (as amended)	Certified copy of the operating agreement of Greenfield Agricultural Partners LLC	Greenfield (Vasquez)	HCB / KBW	Not Started	To be attached to Secretary's Certificate
37	Organizational Documents	Certified Copy — Holdings Certificate of Incorporation and Bylaws	Certified copies of organizational documents of Greenfield Holdings Corp.	Greenfield Holdings	HCB / KBW	Not Started
38	Organizational Documents	Certified Copy — GGS Operating Agreement	Certified copy of operating agreement of Greenfield Grain Storage LLC	GGS	HCB / KBW	Not Started
39	Organizational Documents	Certified Copy — GCI Articles of Incorporation and Bylaws	Certified copies of organizational documents of Greenfield Crop Inputs Inc.	GCI	HCB / KBW	Not Started
40	Field Examination & Appraisal	Pryor & Associates Field Examination Report	Independent field examination report by Pryor & Associates LLC (Thomas Pryor, Managing Partner) covering collateral examinations and appraisals of Greenfield's crop inventory and accounts receivable at Des Moines HQ and select elevator sites; commenced 10/17/2022, substantially completed 11/7/2022	Pryor & Associates	HCB (Kuo / Nolan)	In Progress — Field exam substantially complete 11/7/2022; report pending	2022-11-07	Pryor engaged by HCB on 9/19/2022; field exam fee cap: $50,000 per exam, 2 per year at Borrower expense; on-site work commenced 10/17/2022; findings discussed on 11/10 call
41	Field Examination & Appraisal	Inventory Appraisal — NOLV Determination	Net orderly liquidation value (NOLV) appraisal of eligible crop inventory by Pryor & Associates for borrowing base calculation purposes; 65% advance rate applied to NOLV	Pryor & Associates	HCB	In Progress — Included in field exam scope	Peak crop inventory (NOLV) estimated at $78,100,000 (October 2022)
42	Financial Statements & Projections	Audited Financial Statements — GAP (FY 2021)	Audited financial statements of Greenfield Agricultural Partners LLC for fiscal year ended December 31, 2021 (FY2021 Revenue: $347,200,000); auditor: Ashford, Kline & Pearce LLP (Catherine Drummond, Audit Partner)	Greenfield (Calloway)	HCB / KBW	Complete — Previously delivered	Per AKP audited financials
43	Financial Statements & Projections	Interim Financial Statements — GAP (6/30/2022)	Unaudited interim financial statements of GAP as of and for the six months ended June 30, 2022 (total assets: $289,600,000)	Greenfield (Calloway)	HCB / KBW	Complete — Previously delivered
44	Financial Statements & Projections	Management Projections — FY2022 and FY2023	Management financial projections including FY2022 projected revenue of $391,500,000 and seasonal borrowing base projections (peak October: $109.2M gross / $80.0M capped; trough April: $45.9M gross / $42.4M net)	Greenfield (Calloway)	HCB / KBW	Complete — Previously delivered
45	Lien Searches	UCC, Tax Lien, and Judgment Search Results — All Jurisdictions	Results of UCC, federal and state tax lien, and judgment searches in Iowa, Illinois, Indiana, and Delaware for GAP, Holdings, GGS, and GCI; identifies existing PNB UCC filings (Iowa SOS Filing Nos. 2018-0041729 and 2018-0041730, filed April 2, 2018)	C&H (Obi / Tremblay)	HCB / KBW	Complete — Memo delivered	UCC Search Summary and Lien Analysis Memo prepared by Daniel Obi, reviewed by Sophie Tremblay
46	Real Property	Real Property Collateral Schedule	Schedule of 14 grain elevator sites and 3 regional distribution centers with addresses, county, state, parcel IDs, and appraised values; aggregate appraised value: $64,800,000	C&H (Obi) / Greenfield	HCB / KBW	In Progress — Last updated November 2022	Prepared by Daniel Obi
47	Real Property	Title Searches and Commitments — Iowa Properties	Title searches for all Iowa real property collateral (Polk County HQ and 8 additional Iowa counties covering 14 elevator sites)	C&H (coordinate)	HCB / KBW	Not Started	To be ordered from title company
48	Real Property	Title Search and Commitment — Illinois Property	Title search for McLean County, Illinois property (GCI distribution center at 780 Commerce Drive, Bloomington, IL 61701)	C&H (coordinate)	HCB / KBW	Not Started
49	Real Property	Environmental Reports / Phase I ESAs	Phase I environmental site assessments for mortgaged properties, if required by Credit Agreement	Greenfield / Environmental consultant	HCB / KBW	Not Started	Confirm whether required for all 17 sites or select sites

50	Real Property	Surveys and Flood Certifications	ALTA surveys and flood zone certifications for mortgaged properties, if required	Greenfield / Survey firm	HCB / KBW	Not Started
51	Solvency	Solvency Certificate	Certificate of CFO (Patricia Calloway) certifying solvency of GAP and its subsidiaries on a consolidated basis after giving effect to the transactions	Greenfield (Calloway)	HCB / KBW	Not Started
52	Fee Letters & Side Letters	Fee Letter — Upfront Fee	Fee letter confirming upfront fee of $400,000 (0.50% × $80,000,000) payable at closing, split pro rata: HCB $200,000 (50%), MACC $125,000 (31.25%), Tallgrass $75,000 (18.75%)	HCB / KBW (prepare)	Greenfield / C&H (review)	In Progress	Per agreed term sheet dated 9/9/2022
53	Fee Letters & Side Letters	Administrative Agent Fee Letter	Fee letter confirming annual administrative agent fee of $75,000 payable to HCB	HCB / KBW (prepare)	Greenfield / C&H (review)	Not Started
54	Syndicate Documents	Lender Joinder / Commitment Documentation — MACC	Documentation of Meridian Agricultural Credit Corporation's $25,000,000 commitment (31.25% pro rata share); contact: Franklin Osei, SVP	KBW / MACC counsel	HCB / C&H	Not Started	MACC HQ: 555 East Wells Street, Suite 1200, Milwaukee, WI 53202
55	Syndicate Documents	Lender Joinder / Commitment Documentation — Tallgrass	Documentation of Tallgrass Capital Fund II, LP's $15,000,000 commitment (18.75% pro rata share); contact: Monica Herrera, Partner	KBW / Tallgrass counsel	HCB / C&H	Not Started	Tallgrass HQ: 120 South LaSalle Street, Suite 2800, Chicago, IL 60603
56	Notices	Notice of Borrowing — Initial Draw	Form of notice of borrowing for initial draw under the ABL facility on the closing date	Greenfield	HCB	Not Started
57	Notices	Notice to PNB — Intent to Repay	Letter from Greenfield notifying Prairie National Bank of intent to repay existing $55M facility in full and requesting payoff statement	Greenfield (Vasquez) / C&H	PNB (Braddock)	Not Started
58	Compliance Certificates	Compliance Certificate — Initial	Initial compliance certificate confirming compliance with all financial covenants as of closing: minimum excess availability of $5,000,000; springing FCCR of 1.10:1.00 (tested only in Trigger Period when excess availability < greater of 12.5% of BB or $10,000,000)	Greenfield (Calloway)	HCB	Not Started
59	Miscellaneous	Legal Expense Reimbursement — KBW	Confirmation of Borrower's obligation to reimburse reasonable legal fees and expenses of KBW (lender's counsel) at closing	KBW	Greenfield / C&H	Pending	KBW: Kessler, Brandt & Whitfield LLP, 311 South Wacker Drive, Suite 5400, Chicago, IL 60606
60	Miscellaneous	Perfection Certificate	Perfection certificate completed by Greenfield and each Loan Party identifying exact legal names, prior names, jurisdictions of organization, locations of collateral, trade names, and chief executive offices	C&H (form) / Greenfield (data)	KBW / HCB	Not Started	Addresses: GAP — 4100 Grand Prairie Blvd, Suite 300, Des Moines, IA 50309; GGS — Suite 310 same address; GCI — 780 Commerce Drive, Bloomington, IL 61701; registered agents: Capitol Registered Agents, Inc. (Iowa), National Corporate Services Inc. (Delaware)
61	Miscellaneous	Closing Signature Pages	Execution signature pages for all Loan Documents from all parties	C&H (coordinate) / KBW (coordinate)	All parties	Not Started	Signature pages to be circulated in advance and held in escrow pending closing
62	Miscellaneous	Closing Binder / Document Index	Compilation of fully executed closing documents and index	C&H	All parties	Not Started	To be prepared post-closing

[sheet: Party Directory]

Party Full Legal Name	Short Name	Role	Entity Type	Jurisdiction	Address	Key Contact(s)	Title	EIN / Filing No.
Greenfield Agricultural Partners LLC	GAP	Borrower	Iowa LLC	Iowa	4100 Grand Prairie Boulevard, Suite 300, Des Moines, Iowa 50309	Marcus J. Lindstrom (CEO); Patricia Calloway (CFO); Nina Vasquez (GC/Secretary); Raymond Foss (VP Operations)	See prior column	EIN: 47-3918265; Iowa SOS: 622847
Greenfield Holdings Corp.	Holdings	Parent Guarantor	Delaware Corporation	Delaware	1209 Orange Street, Wilmington, DE 19801 (c/o National Corporate Services Inc.)	—	—	EIN: 82-5047391; DE SOS: 7291538
Greenfield Grain Storage LLC	GGS	Subsidiary Guarantor / Grantor	Iowa LLC	Iowa	4100 Grand Prairie Boulevard, Suite 310, Des Moines, Iowa 50309	—	—	EIN: 84-2093417
Greenfield Crop Inputs Inc.	GCI	Subsidiary Guarantor / Grantor	Illinois Corporation	Illinois	780 Commerce Drive, Bloomington, Illinois 61701	—	—	EIN: 37-6182049; IL SOS: 08294731
Heartland Commerce Bank, N.A.	HCB	Administrative Agent / Collateral Agent / Lead Arranger / Sole Bookrunner / Issuing Bank	National banking association	OCC-chartered; HQ Illinois	200 South Wacker Drive, 40th Floor, Chicago, Illinois 60606	Gregory Thorn (MD); Allison Kuo (VP); Derek Nolan (Associate)	Agribusiness Lending / ABL Structuring / Credit Analysis	Commitment: $40,000,000 (50.00%)
Meridian Agricultural Credit Corporation	MACC	Syndicate Lender	Delaware Corporation	Delaware	555 East Wells Street, Suite 1200, Milwaukee, Wisconsin 53202	Franklin Osei	SVP, Structured Ag Lending	Commitment: $25,000,000 (31.25%)
Tallgrass Capital Fund II, LP	Tallgrass	Syndicate Lender	Delaware LP	Delaware	120 South LaSalle Street, Suite 2800, Chicago, Illinois 60603	Monica Herrera	Partner, Credit Investments	Commitment: $15,000,000 (18.75%)
Prairie National Bank, N.A.	PNB	Incumbent Lender / Payoff Bank	National banking association	OCC-chartered; HQ Iowa	600 Locust Street, Suite 1500, Des Moines, Iowa 50309	Janet Braddock	SVP, Agricultural Banking	Existing facility: $55,000,000; outstanding 9/30/22: $38,750,000
Kessler, Brandt & Whitfield LLP	KBW	Lender's Counsel	Illinois LLP	Illinois	311 South Wacker Drive, Suite 5400, Chicago, Illinois 60606	Richard Whitfield (Partner); Lauren Chisholm (Sr. Associate)	Lead lender's counsel	—
Calderwood & Harkness LLP	C&H	Borrower's Counsel	LLP	(Multi-jurisdiction); Chicago office	150 North Michigan Avenue, Suite 3600, Chicago, Illinois 60601	Ian Blackwood (Responsible Partner); Stephanie Okafor (Billing Partner); Sophie Tremblay (Lead Associate); Daniel Obi (Working Associate)	Banking & Finance	Matter No. 1020-00001; Billing Code: GAPABF-2022
Pryor & Associates LLC	Pryor	Field Examiner / Appraiser	Ohio LLC	Ohio	1200 Prospect Avenue, Suite 700, Cleveland, Ohio 44115	Thomas Pryor	Managing Partner	—
Ashford, Kline & Pearce LLP	AKP	Independent Auditor	Iowa LLP	Iowa	801 Grand Avenue, Suite 2200, Des Moines, Iowa 50309	Catherine Drummond	Audit Partner	—
Redwood Insurance Group, Inc.	Redwood	Insurance Broker	Iowa Corporation	Iowa	2500 Ingersoll Avenue, Des Moines, Iowa 50312	Brian Templeton	Account Executive	—
Northstar Mutual Insurance Company	Northstar	Crop & Property Insurer	Iowa mutual insurance company	Iowa	400 First Avenue NE, Cedar Rapids, Iowa 52401	—	—	—
Capitol Registered Agents, Inc.	—	Registered Agent (Iowa)	Iowa Corporation	Iowa	221 East Walnut Street, Des Moines, Iowa 50309	—	—	—
National Corporate Services Inc.	—	Registered Agent (Delaware)	Delaware Corporation	Delaware	1209 Orange Street, Wilmington, Delaware 19801	—	—	—

[sheet: Borrowing Base Summary]

Collateral Component	Peak Eligible Value — Oct 2022 Est.	Advance Rate	Peak Contribution	Trough Eligible Value — Apr 2023 Est.	Trough Contribution
Eligible Accounts Receivable	$42,300,000	85%	$35,955,000	$19,700,000	$16,745,000
Eligible Crop Inventory (NOLV)	$78,100,000	65%	$50,765,000	$8,200,000	$5,330,000
Eligible Crop-Input Inventory (lower of cost or market)	$18,400,000	70%	$12,880,000	$31,600,000	$22,120,000
Eligible Grain Warehouse Receipts (market value — CBOT settlement less basis)	$12,000,000	80%	$9,600,000	$2,100,000	$1,680,000
Gross Borrowing Base (Subtotal)	$109,200,000	$45,875,000
Less: Availability Reserves	($3,500,000)	($3,500,000)
Net Availability (before cap)	$105,700,000	$42,375,000
Commitment Cap	$80,000,000	N/A
Effective Availability	$80,000,000	$42,375,000

[sheet: Syndicate Commitments]

Lender	Commitment Amount	Pro Rata Share	Upfront Fee (0.50%)
Heartland Commerce Bank, N.A.	$40,000,000	50.00%	$200,000
Meridian Agricultural Credit Corporation	$25,000,000	31.25%	$125,000
Tallgrass Capital Fund II, LP	$15,000,000	18.75%	$75,000
TOTAL	$80,000,000	100.00%	$400,000

[sheet: Closing Checklist]
Item No. | Category | Document / Deliverable | Description | Responsible Party | Counterparty / Recipient | Status | Date Delivered / Target Date | Notes / Comments
1 | Credit Agreement & Amendments | Credit Agreement | Revolving Credit Agreement among Greenfield Agricultural Partners LLC, as Borrower, the Guarantors, the Lenders, and Heartland Commerce Bank, N.A., as Administrative Agent and Collateral Agent — $80,000,000 Senior Secured ABL Revolving Credit Facility; governed by Illinois law; 4-year maturity | KBW (initial draft) / C&H (markup) | All parties | In Progress — Third markup delivered 11/1/2022; open items remain (MAC definition, cure rights, minimum excess availability) | 2022-11-01 | KBW third draft dated 10/28/2022; C&H third markup dated 11/1/2022; remaining open items flagged in comment letter
2 | Credit Agreement & Amendments | Schedules to Credit Agreement | All schedules to the Credit Agreement including: Schedule of Commitments (HCB $40,000,000 / 50.00%; MACC $25,000,000 / 31.25%; Tallgrass $15,000,000 / 18.75%), Existing Indebtedness, Existing Liens, Subsidiaries, Real Property, Insurance, Material Contracts, Litigation, Environmental Matters, ERISA Plans, Deposit Accounts, intellectual Property | C&H / Greenfield (data) | KBW / HCB | In Progress | Greenfield management to provide disclosure schedules; C&H to compile and format
3 | Credit Agreement & Amendments | Borrowing Base Certificate — Initial | Initial Borrowing Base Certificate as of closing date; AR advance rate 85%, crop inventory (NOLV) advance rate 65%, crop-input inventory advance rate 70%, warehouse receipts advance rate 80%; less $3,500,000 availability reserves | Greenfield (Calloway) | HCB (Kuo) | Not Started | Template to be attached as exhibit to Credit Agreement; Greenfield to populate with closing-date figures
4 | Security Documents — Personal Property | Security Agreement | Security Agreement granting first-priority security interest in substantially all personal property of GAP, Greenfield Grain Storage LLC, and Greenfield Crop Inputs Inc. in favor of HCB as Collateral Agent; covers accounts receivable, inventory (harvested grain, crop inputs, warehouse receipts), equipment, deposit accounts, general intangibles, instruments, chattel paper, supporting obligations, and proceeds; governed by Illinois law | C&H (draft) | KBW (review) | Draft — Delivered 11/4/2022 | 2022-11-04 | C&H draft dated November 4, 2022; awaiting KBW comments
5 | Security Documents — Personal Property | Pledge Agreement | Pledge Agreement by GAP pledging 100% of membership interests in Greenfield Grain Storage LLC and 100% of issued and outstanding stock of Greenfield Crop Inputs Inc. to HCB as Collateral Agent | C&H (draft) | KBW (review) | Draft — Delivered 11/4/2022 | 2022-11-04 | C&H draft dated November 4, 2022; stock certificates and blank stock powers to be delivered at closing
6 | Guaranty | Guaranty Agreement | Joint and several guaranty by Greenfield Holdings Corp., Greenfield Grain Storage LLC, and Greenfield Crop Inputs Inc. of all obligations of GAP under the Credit Agreement, in favor of HCB as Administrative Agent and the Lenders | C&H (draft) | KBW (review) | Draft — Delivered 11/4/2022 | 2022-11-04 | C&H draft dated November 4, 2022; awaiting KBW comments
7 | Security Documents — Real Property (Iowa) | Mortgage, Assignment of Leases and Rents, and Security Agreement — Iowa (Form) | Form mortgage for recording in Polk County, Iowa (GAP HQ at 4100 Grand Prairie Blvd, Suite 300, Des Moines, IA 50309) and 8 additional Iowa counties covering 14 grain elevator sites owned by Greenfield Grain Storage LLC; first-priority mortgage lien in favor of HCB as Collateral Agent | C&H (draft) | KBW (review) | Draft — Delivered 11/4/2022 | 2022-11-04 | Form delivered; site-specific legal descriptions and parcel IDs to be inserted per Real Property Collateral Schedule; aggregate appraised value of Iowa properties TBD (part of $64,800,000 total)
8 | Security Documents — Real Property (Illinois) | Mortgage, Assignment of Leases and Rents, and Security Agreement — Illinois (Form) | Form mortgage for recording in McLean County, Illinois, covering Greenfield Crop Inputs Inc. distribution center at 780 Commerce Drive, Bloomington, IL 61701 and other applicable Illinois properties; first-priority mortgage lien in favor of HCB as Collateral Agent | C&H (draft) | KBW (review) | Draft — Delivered 11/4/2022 | 2022-11-04 | Form delivered; site-specific legal descriptions to be inserted
9 | Security Documents — Deposit Accounts | Deposit Account Control Agreement(s) — PNB Accounts | DACA for GAP operating deposit accounts maintained at Prairie National Bank, N.A. (600 Locust Street, Suite 1500, Des Moines, Iowa 50309); HCB as Collateral Agent to have control | C&H (form draft) | PNB (execution) / KBW (review) | In Progress — Form delivered; PNB execution timeline TBD | 2022-11-04 | PNB to confirm form acceptability; discussed on 11/10 call; timeline for PNB countersignature remains open
10 | Security Documents — Deposit Accounts | Deposit Account Control Agreement(s) — HCB Accounts | DACA for GAP operating deposit accounts to be opened at Heartland Commerce Bank, N.A.; HCB as both depository bank and Collateral Agent | C&H (form draft) / HCB (internal) | KBW (review) | In Progress — Form delivered 11/4/2022 | 2022-11-04 | HCB internal form may be substituted
11 | Insurance | Assignment of Insurance — Crop Insurance | Assignment of crop insurance proceeds under policies issued by Northstar Mutual Insurance Company to HCB as Collateral Agent; Redwood Insurance Group, Inc. as broker | C&H (form draft) | KBW (review) / Redwood Insurance Group / Northstar Mutual | Draft — Delivered 11/4/2022 | 2022-11-04 | Form delivered; Redwood Insurance Group (Brian Templeton) to coordinate endorsements with Northstar Mutual Insurance Company
12 | Insurance | Assignment of Insurance — Property/Casualty and Business Interruption | Assignment of property/casualty and business interruption insurance proceeds to HCB as Collateral Agent; carrier: Northstar Mutual Insurance Company; broker: Redwood Insurance Group, Inc. | C&H (form draft) | KBW (review) / Redwood / Northstar | Draft — Delivered 11/4/2022 | 2022-11-04 | Combined with crop insurance assignment form; endorsements to name HCB as loss payee and additional insured
13 | Insurance | Insurance Certificates and Endorsements | Certificates of insurance and required endorsements (loss payee, additional insured) for all policies required under the Credit Agreement: crop insurance, property/casualty, commercial general liability, business interruption, equipment coverage | Greenfield / Redwood Insurance Group (Templeton) | HCB / KBW | Not Started | Insurance compliance checklist prepared by C&H; gaps identified — endorsement timing discussed on 11/10 call
14 | UCC Filings — New Liens | UCC-1 Financing Statements — Iowa | UCC-1 filing with Iowa Secretary of State for GAP (EIN 47-3918265, Iowa SOS Filing No. 622847) and Greenfield Grain Storage LLC (EIN 84-2093417); secured party: HCB as Collateral Agent | C&H (prepare) | Iowa SOS (filing) | Not Started | To be filed upon closing; collateral description: all assets
15 | UCC Filings — New Liens | UCC-1 Financing Statement — Illinois | UCC-1 filing with Illinois Secretary of State for Greenfield Crop Inputs Inc. (EIN 37-6182049, Illinois SOS File No. 08294731); secured party: HCB as Collateral Agent | C&H (prepare) | Illinois SOS (filing) | Not Started | To be filed upon closing
16 | UCC Filings — New Liens | UCC-1 Financing Statement — Delaware | UCC-1 filing with Delaware Secretary of State for Greenfield Holdings Corp. (EIN 82-5047391, Delaware SOS File No. 7291538) — if required for pledge of equity interests | C&H (prepare) | Delaware SOS (filing) | Not Started | Confirm whether Delaware filing required for equity pledge perfection
17 | UCC Filings — New Liens | UCC-1 Financing Statement — Indiana | UCC-1 filing with Indiana Secretary of State for GAP operations in Indiana — if required based on collateral location | C&H (prepare) | Indiana SOS (filing) | Not Started | Confirm whether Indiana filing required; GAP operates across Iowa, Illinois, and Indiana
18 | Existing Lien Releases | UCC-3 Termination Statements — Prairie National Bank | Termination of existing UCC filings by Prairie National Bank, N.A.: Iowa SOS Filing Nos. 2018-0041729 and 2018-0041730 (originally filed April 2, 2018) | PNB (Braddock) / PNB counsel | Iowa SOS / HCB | Pending — Contingent on payoff | To be delivered at closing simultaneously with payoff; Janet Braddock (PNB) to coordinate
19 | Existing Lien Releases | Mortgage Releases / Satisfactions — Prairie National Bank | Releases of existing PNB mortgages recorded in Polk County, Iowa (HQ), McLean County, Illinois (Bloomington distribution center), and 8 additional Iowa counties covering elevator sites | PNB (Braddock) / PNB counsel | County recorders / HCB | Pending — Contingent on payoff | Existing mortgages to be released upon payoff of $55,000,000 PNB revolving facility (outstanding balance $38,750,000 as of 9/30/2022)
20 | Payoff & Refinancing | Payoff Letter — Prairie National Bank, N.A. | Payoff letter from PNB confirming outstanding balance under existing $55,000,000 Revolving Credit Agreement dated April 1, 2018 (as amended), per diem interest, and wire instructions; authorization for UCC terminations and mortgage releases upon receipt of payoff funds | PNB (Braddock) | C&H / Greenfield / HCB | Not Started | PNB facility maturing March 31, 2023; current rate SOFR + 2.75%, unused fee 0.50%; payoff amount to be confirmed 2 business days prior to closing
21 | Payoff & Refinancing | Funds Flow Memorandum | Funds flow memorandum detailing all closing-day wire transfers: (i) payoff to PNB, (ii) upfront fees ($400,000 = 0.50% × $80,000,000, split pro rata among Lenders), (iii) administrative agent fee ($75,000 to HCB), (iv) legal fees (C&H and KBW), (v) Pryor & Associates field examination fees, (vi) initial draw proceeds to Greenfield operating account | C&H (prepare) / Greenfield (approve) | All parties | Not Started | To be prepared 3-5 business days prior to closing
22 | Legal Opinions | Borrower's Counsel Legal Opinion — Calderwood & Harkness LLP | Legal opinion of C&H as borrower's counsel covering: (i) due organization and good standing of each Loan Party, (ii) due authorization and execution, (iii) enforceability of Loan Documents, (iv) no conflicts with organizational documents or applicable law, (v) perfection of security interests (UCC filings, mortgage recordings), (vi) no governmental consents required; subject to customary assumptions, qualifications, and exceptions; governed by Illinois law | C&H (Tremblay / Blackwood) | HCB / Lenders / KBW | In Progress — Outline prepared | Draft outline prepared by Sophie Tremblay; full opinion to be finalized prior to closing
23 | Officer's Certificates | Officer's Certificate — Greenfield Agricultural Partners LLC | Certificate of authorized officer of GAP certifying: (i) accuracy of representations and warranties, (ii) no default or event of default, (iii) no material adverse change since June 30, 2022, (iv) compliance with conditions precedent; with attached certified copies of organizational documents, board/member resolutions, and incumbency | Greenfield (Vasquez or Calloway) | HCB / KBW | In Progress — Form prepared | Draft form prepared by C&H; Greenfield management to review and confirm certifications
24 | Officer's Certificates | Officer's Certificate — Greenfield Holdings Corp. | Certificate of authorized officer of Holdings certifying representations, warranties, and authorization of guaranty and pledge | Greenfield Holdings | HCB / KBW | Not Started
25 | Officer's Certificates | Officer's Certificate — Greenfield Grain Storage LLC | Certificate of authorized officer of GGS certifying representations, warranties, and authorization of guaranty and security documents | GGS | HCB / KBW | Not Started
26 | Officer's Certificates | Officer's Certificate — Greenfield Crop Inputs Inc. | Certificate of authorized officer of GCI certifying representations, warranties, and authorization of guaranty and security documents | GCI | HCB / KBW | Not Started
27 | Good Standing Certificates | Good Standing Certificate — GAP (Iowa) | Certificate of good standing for Greenfield Agricultural Partners LLC from Iowa Secretary of State (Iowa SOS Filing No. 622847) | Greenfield / C&H (order) | HCB / KBW | Not Started | To be dated within 30 days of closing
28 | Good Standing Certificates | Good Standing Certificate — Holdings (Delaware) | Certificate of good standing for Greenfield Holdings Corp. from Delaware Secretary of State (Delaware SOS File No. 7291538) | Greenfield / C&H (order) | HCB / KBW | Not Started | To be dated within 30 days of closing; registered agent: National Corporate Services Inc., 1209 Orange Street, Wilmington, DE 19801
29 | Good Standing Certificates | Good Standing Certificate — GGS (Iowa) | Certificate of good standing for Greenfield Grain Storage LLC from Iowa Secretary of State | Greenfield / C&H (order) | HCB / KBW | Not Started
30 | Good Standing Certificates | Good Standing Certificate — GCI (Illinois) | Certificate of good standing for Greenfield Crop Inputs Inc. from Illinois Secretary of State (Illinois SOS File No. 08294731) | Greenfield / C&H (order) | HCB / KBW | Not Started
31 | Good Standing Certificates | Foreign Qualification Certificates — GAP | Certificates of foreign qualification/good standing for GAP in Illinois and Indiana (operating states) | Greenfield / C&H (order) | HCB / KBW | Not Started | GAP operates across Iowa, Illinois, and Indiana
32 | Secretary's Certificates | Secretary's Certificate — GAP | Certificate of Nina Vasquez (General Counsel, Corporate Secretary) certifying organizational documents (operating agreement), member resolutions authorizing the transaction, and incumbency of officers (Marcus J. Lindstrom — CEO; Patricia Calloway — CFO; Raymond Foss — VP of Operations; Nina Vasquez — GC and Secretary) | Greenfield (Vasquez) | HCB / KBW | Not Started
33 | Secretary's Certificates | Secretary's Certificate — Holdings | Certificate certifying certificate of incorporation, bylaws, board resolutions authorizing guaranty, and incumbency | Greenfield Holdings | HCB / KBW | Not Started | Holdings owned 62% Lindstrom Family Trust, 28% Calloway-Foss Investments LP, 10% management equity plan
34 | Secretary's Certificates | Secretary's Certificate — GGS | Certificate certifying organizational documents, member resolutions, and incumbency | GGS | HCB / KBW | Not Started
35 | Secretary's Certificates | Secretary's Certificate — GCI | Certificate certifying articles of incorporation, bylaws, board resolutions, and incumbency | GCI | HCB / KBW | Not Started
36 | Organizational Documents | Certified Copy — GAP Operating Agreement (as amended) | Certified copy of the operating agreement of Greenfield Agricultural Partners LLC | Greenfield (Vasquez) | HCB / KBW | Not Started | To be attached to Secretary's Certificate
37 | Organizational Documents | Certified Copy — Holdings Certificate of Incorporation and Bylaws | Certified copies of organizational documents of Greenfield Holdings Corp. | Greenfield Holdings | HCB / KBW | Not Started
38 | Organizational Documents | Certified Copy — GGS Operating Agreement | Certified copy of operating agreement of Greenfield Grain Storage LLC | GGS | HCB / KBW | Not Started
39 | Organizational Documents | Certified Copy — GCI Articles of Incorporation and Bylaws | Certified copies of organizational documents of Greenfield Crop Inputs Inc. | GCI | HCB / KBW | Not Started
40 | Field Examination & Appraisal | Pryor & Associates Field Examination Report | Independent field examination report by Pryor & Associates LLC (Thomas Pryor, Managing Partner) covering collateral examinations and appraisals of Greenfield's crop inventory and accounts receivable at Des Moines HQ and select elevator sites; commenced 10/17/2022, substantially completed 11/7/2022 | Pryor & Associates | HCB (Kuo / Nolan) | In Progress — Field exam substantially complete 11/7/2022; report pending | 2022-11-07 | Pryor engaged by HCB on 9/19/2022; field exam fee cap: $50,000 per exam, 2 per year at Borrower expense; on-site work commenced 10/17/2022; findings discussed on 11/10 call
41 | Field Examination & Appraisal | Inventory Appraisal — NOLV Determination | Net orderly liquidation value (NOLV) appraisal of eligible crop inventory by Pryor & Associates for borrowing base calculation purposes; 65% advance rate applied to NOLV | Pryor & Associates | HCB | In Progress — Included in field exam scope | Peak crop inventory (NOLV) estimated at $78,100,000 (October 2022)
42 | Financial Statements & Projections | Audited Financial Statements — GAP (FY 2021) | Audited financial statements of Greenfield Agricultural Partners LLC for fiscal year ended December 31, 2021 (FY2021 Revenue: $347,200,000); auditor: Ashford, Kline & Pearce LLP (Catherine Drummond, Audit Partner) | Greenfield (Calloway) | HCB / KBW | Complete — Previously delivered | Per AKP audited financials
43 | Financial Statements & Projections | Interim Financial Statements — GAP (6/30/2022) | Unaudited interim financial statements of GAP as of and for the six months ended June 30, 2022 (total assets: $289,600,000) | Greenfield (Calloway) | HCB / KBW | Complete — Previously delivered
44 | Financial Statements & Projections | Management Projections — FY2022 and FY2023 | Management financial projections including FY2022 projected revenue of $391,500,000 and seasonal borrowing base projections (peak October: $109.2M gross / $80.0M capped; trough April: $45.9M gross / $42.4M net) | Greenfield (Calloway) | HCB / KBW | Complete — Previously delivered
45 | Lien Searches | UCC, Tax Lien, and Judgment Search Results — All Jurisdictions | Results of UCC, federal and state tax lien, and judgment searches in Iowa, Illinois, Indiana, and Delaware for GAP, Holdings, GGS, and GCI; identifies existing PNB UCC filings (Iowa SOS Filing Nos. 2018-0041729 and 2018-0041730, filed April 2, 2018) | C&H (Obi / Tremblay) | HCB / KBW | Complete — Memo delivered | UCC Search Summary and Lien Analysis Memo prepared by Daniel Obi, reviewed by Sophie Tremblay
46 | Real Property | Real Property Collateral Schedule | Schedule of 14 grain elevator sites and 3 regional distribution centers with addresses, county, state, parcel IDs, and appraised values; aggregate appraised value: $64,800,000 | C&H (Obi) / Greenfield | HCB / KBW | In Progress — Last updated November 2022 | Prepared by Daniel Obi
47 | Real Property | Title Searches and Commitments — Iowa Properties | Title searches for all Iowa real property collateral (Polk County HQ and 8 additional Iowa counties covering 14 elevator sites) | C&H (coordinate) | HCB / KBW | Not Started | To be ordered from title company
48 | Real Property | Title Search and Commitment — Illinois Property | Title search for McLean County, Illinois property (GCI distribution center at 780 Commerce Drive, Bloomington, IL 61701) | C&H (coordinate) | HCB / KBW | Not Started
49 | Real Property | Environmental Reports / Phase I ESAs | Phase I environmental site assessments for mortgaged properties, if required by Credit Agreement | Greenfield / Environmental consultant | HCB / KBW | Not Started | Confirm whether required for all 17 sites or select sites
50 | Real Property | Surveys and Flood Certifications | ALTA surveys and flood zone certifications for mortgaged properties, if required | Greenfield / Survey firm | HCB / KBW | Not Started
51 | Solvency | Solvency Certificate | Certificate of CFO (Patricia Calloway) certifying solvency of GAP and its subsidiaries on a consolidated basis after giving effect to the transactions | Greenfield (Calloway) | HCB / KBW | Not Started
52 | Fee Letters & Side Letters | Fee Letter — Upfront Fee | Fee letter confirming upfront fee of $400,000 (0.50% × $80,000,000) payable at closing, split pro rata: HCB $200,000 (50%), MACC $125,000 (31.25%), Tallgrass $75,000 (18.75%) | HCB / KBW (prepare) | Greenfield / C&H (review) | In Progress | Per agreed term sheet dated 9/9/2022
53 | Fee Letters & Side Letters | Administrative Agent Fee Letter | Fee letter confirming annual administrative agent fee of $75,000 payable to HCB | HCB / KBW (prepare) | Greenfield / C&H (review) | Not Started
54 | Syndicate Documents | Lender Joinder / Commitment Documentation — MACC | Documentation of Meridian Agricultural Credit Corporation's $25,000,000 commitment (31.25% pro rata share); contact: Franklin Osei, SVP | KBW / MACC counsel | HCB / C&H | Not Started | MACC HQ: 555 East Wells Street, Suite 1200, Milwaukee, WI 53202
55 | Syndicate Documents | Lender Joinder / Commitment Documentation — Tallgrass | Documentation of Tallgrass Capital Fund II, LP's $15,000,000 commitment (18.75% pro rata share); contact: Monica Herrera, Partner | KBW / Tallgrass counsel | HCB / C&H | Not Started | Tallgrass HQ: 120 South LaSalle Street, Suite 2800, Chicago, IL 60603
56 | Notices | Notice of Borrowing — Initial Draw | Form of notice of borrowing for initial draw under the ABL facility on the closing date | Greenfield | HCB | Not Started
57 | Notices | Notice to PNB — Intent to Repay | Letter from Greenfield notifying Prairie National Bank of intent to repay existing $55M facility in full and requesting payoff statement | Greenfield (Vasquez) / C&H | PNB (Braddock) | Not Started
58 | Compliance Certificates | Compliance Certificate — Initial | Initial compliance certificate confirming compliance with all financial covenants as of closing: minimum excess availability of $5,000,000; springing FCCR of 1.10:1.00 (tested only in Trigger Period when excess availability < greater of 12.5% of BB or $10,000,000) | Greenfield (Calloway) | HCB | Not Started
59 | Miscellaneous | Legal Expense Reimbursement — KBW | Confirmation of Borrower's obligation to reimburse reasonable legal fees and expenses of KBW (lender's counsel) at closing | KBW | Greenfield / C&H | Pending | KBW: Kessler, Brandt & Whitfield LLP, 311 South Wacker Drive, Suite 5400, Chicago, IL 60606
60 | Miscellaneous | Perfection Certificate | Perfection certificate completed by Greenfield and each Loan Party identifying exact legal names, prior names, jurisdictions of organization, locations of collateral, trade names, and chief executive offices | C&H (form) / Greenfield (data) | KBW / HCB | Not Started | Addresses: GAP — 4100 Grand Prairie Blvd, Suite 300, Des Moines, IA 50309; GGS — Suite 310 same address; GCI — 780 Commerce Drive, Bloomington, IL 61701; registered agents: Capitol Registered Agents, Inc. (Iowa), National Corporate Services Inc. (Delaware)
61 | Miscellaneous | Closing Signature Pages | Execution signature pages for all Loan Documents from all parties | C&H (coordinate) / KBW (coordinate) | All parties | Not Started | Signature pages to be circulated in advance and held in escrow pending closing
62 | Miscellaneous | Closing Binder / Document Index | Compilation of fully executed closing documents and index | C&H | All parties | Not Started | To be prepared post-closing
[sheet: Party Directory]
Party Full Legal Name | Short Name | Role | Entity Type | Jurisdiction | Address | Key Contact(s) | Title | EIN / Filing No.
Greenfield Agricultural Partners LLC | GAP | Borrower | Iowa LLC | Iowa | 4100 Grand Prairie Boulevard, Suite 300, Des Moines, Iowa 50309 | Marcus J. Lindstrom (CEO); Patricia Calloway (CFO); Nina Vasquez (GC/Secretary); Raymond Foss (VP Operations) | See prior column | EIN: 47-3918265; Iowa SOS: 622847
Greenfield Holdings Corp. | Holdings | Parent Guarantor | Delaware Corporation | Delaware | 1209 Orange Street, Wilmington, DE 19801 (c/o National Corporate Services Inc.) | — | — | EIN: 82-5047391; DE SOS: 7291538
Greenfield Grain Storage LLC | GGS | Subsidiary Guarantor / Grantor | Iowa LLC | Iowa | 4100 Grand Prairie Boulevard, Suite 310, Des Moines, Iowa 50309 | — | — | EIN: 84-2093417
Greenfield Crop Inputs Inc. | GCI | Subsidiary Guarantor / Grantor | Illinois Corporation | Illinois | 780 Commerce Drive, Bloomington, Illinois 61701 | — | — | EIN: 37-6182049; IL SOS: 08294731
Heartland Commerce Bank, N.A. | HCB | Administrative Agent / Collateral Agent / Lead Arranger / Sole Bookrunner / Issuing Bank | National banking association | OCC-chartered; HQ Illinois | 200 South Wacker Drive, 40th Floor, Chicago, Illinois 60606 | Gregory Thorn (MD); Allison Kuo (VP); Derek Nolan (Associate) | Agribusiness Lending / ABL Structuring / Credit Analysis | Commitment: $40,000,000 (50.00%)
Meridian Agricultural Credit Corporation | MACC | Syndicate Lender | Delaware Corporation | Delaware | 555 East Wells Street, Suite 1200, Milwaukee, Wisconsin 53202 | Franklin Osei | SVP, Structured Ag Lending | Commitment: $25,000,000 (31.25%)
Tallgrass Capital Fund II, LP | Tallgrass | Syndicate Lender | Delaware LP | Delaware | 120 South LaSalle Street, Suite 2800, Chicago, Illinois 60603 | Monica Herrera | Partner, Credit Investments | Commitment: $15,000,000 (18.75%)
Prairie National Bank, N.A. | PNB | Incumbent Lender / Payoff Bank | National banking association | OCC-chartered; HQ Iowa | 600 Locust Street, Suite 1500, Des Moines, Iowa 50309 | Janet Braddock | SVP, Agricultural Banking | Existing facility: $55,000,000; outstanding 9/30/22: $38,750,000
Kessler, Brandt & Whitfield LLP | KBW | Lender's Counsel | Illinois LLP | Illinois | 311 South Wacker Drive, Suite 5400, Chicago, Illinois 60606 | Richard Whitfield (Partner); Lauren Chisholm (Sr. Associate) | Lead lender's counsel | —
Calderwood & Harkness LLP | C&H | Borrower's Counsel | LLP | (Multi-jurisdiction); Chicago office | 150 North Michigan Avenue, Suite 3600, Chicago, Illinois 60601 | Ian Blackwood (Responsible Partner); Stephanie Okafor (Billing Partner); Sophie Tremblay (Lead Associate); Daniel Obi (Working Associate) | Banking & Finance | Matter No. 1020-00001; Billing Code: GAPABF-2022
Pryor & Associates LLC | Pryor | Field Examiner / Appraiser | Ohio LLC | Ohio | 1200 Prospect Avenue, Suite 700, Cleveland, Ohio 44115 | Thomas Pryor | Managing Partner | —
Ashford, Kline & Pearce LLP | AKP | Independent Auditor | Iowa LLP | Iowa | 801 Grand Avenue, Suite 2200, Des Moines, Iowa 50309 | Catherine Drummond | Audit Partner | —
Redwood Insurance Group, Inc. | Redwood | Insurance Broker | Iowa Corporation | Iowa | 2500 Ingersoll Avenue, Des Moines, Iowa 50312 | Brian Templeton | Account Executive | —
Northstar Mutual Insurance Company | Northstar | Crop & Property Insurer | Iowa mutual insurance company | Iowa | 400 First Avenue NE, Cedar Rapids, Iowa 52401 | — | — | —
Capitol Registered Agents, Inc. | — | Registered Agent (Iowa) | Iowa Corporation | Iowa | 221 East Walnut Street, Des Moines, Iowa 50309 | — | — | —
National Corporate Services Inc. | — | Registered Agent (Delaware) | Delaware Corporation | Delaware | 1209 Orange Street, Wilmington, Delaware 19801 | — | — | —
[sheet: Borrowing Base Summary]
Collateral Component | Peak Eligible Value — Oct 2022 Est. | Advance Rate | Peak Contribution | Trough Eligible Value — Apr 2023 Est. | Trough Contribution
Eligible Accounts Receivable | $42,300,000 | 85% | $35,955,000 | $19,700,000 | $16,745,000
Eligible Crop Inventory (NOLV) | $78,100,000 | 65% | $50,765,000 | $8,200,000 | $5,330,000
Eligible Crop-Input Inventory (lower of cost or market) | $18,400,000 | 70% | $12,880,000 | $31,600,000 | $22,120,000
Eligible Grain Warehouse Receipts (market value — CBOT settlement less basis) | $12,000,000 | 80% | $9,600,000 | $2,100,000 | $1,680,000
Gross Borrowing Base (Subtotal) | $109,200,000 | $45,875,000
Less: Availability Reserves | ($3,500,000) | ($3,500,000)
Net Availability (before cap) | $105,700,000 | $42,375,000
Commitment Cap | $80,000,000 | N/A
Effective Availability | $80,000,000 | $42,375,000
[sheet: Syndicate Commitments]
Lender | Commitment Amount | Pro Rata Share | Upfront Fee (0.50%)
Heartland Commerce Bank, N.A. | $40,000,000 | 50.00% | $200,000
Meridian Agricultural Credit Corporation | $25,000,000 | 31.25% | $125,000
Tallgrass Capital Fund II, LP | $15,000,000 | 18.75% | $75,000
TOTAL | $80,000,000 | 100.00% | $400,000

[sheet: Closing Checklist]

Record

Parties

Dates

Amounts