1020-00001 · Client 1020 · Correspondence

letter-blackwood-to-calloway-nov-14.docx DOCUMENT M&A / Corporate

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CONFIDENTIAL — ATTORNEY-CLIENT PRIVILEGED

CALDERWOOD & HARKNESS LLP Attorneys at Law

150 North Michigan Avenue, Suite 3600 Chicago, Illinois 60601 Telephone: (312) 555-7800 Facsimile: (312) 555-7801 www.calderwoodharkness.com

November 14, 2022

Patricia "Trish" Calloway Chief Financial Officer Greenfield Agricultural Partners LLC 4100 Grand Prairie Boulevard, Suite 300 Des Moines, Iowa 50309

Re: $80,000,000 Senior Secured Asset-Based Revolving Credit Facility — Status Update and Remaining Open Items Matter No. 1020-00001

Dear Trish:

I am writing to provide Greenfield Agricultural Partners LLC ("Greenfield," "GAP," or the "Borrower") with a comprehensive status update on the ongoing negotiation of the proposed $80,000,000 senior secured asset-based revolving credit facility (the "Facility") with Heartland Commerce Bank, N.A. ("HCB"), acting in its capacity as Administrative Agent and Collateral Agent, and the lending syndicate consisting of HCB (with a $40,000,000 commitment), Meridian Agricultural Credit Corporation ("Meridian," with a $25,000,000 commitment), and Tallgrass Capital Fund II, LP ("Tallgrass," with a $15,000,000 commitment, and together with HCB and Meridian, collectively, the "Lenders").

As you are aware, Calderwood & Harkness LLP ("C&H") delivered its third markup of the Credit Agreement (the "Credit Agreement") to Kessler, Brandt & Whitfield LLP ("KBW"), counsel to the Administrative Agent and the Lenders, on November 1, 2022. That markup was accompanied by a detailed comment letter identifying the remaining substantive open items in the Credit Agreement that require resolution prior to closing. In addition, on November 4, 2022, C&H delivered drafts of the ancillary loan documents — specifically, the Security Agreement, the Guaranty Agreement, the Pledge Agreement, and mortgage forms for Iowa and Illinois — to KBW for its review and markup.

I also want to reference the productive negotiation call held on November 10, 2022, among C&H, representatives of Greenfield, KBW (Richard Whitfield and Lauren Chisholm), and HCB (Gregory Thorn, Senior Vice President, and Allison Kuo, Vice President, ABL Lending). That call addressed several important matters, including collateral-related issues, the status of deposit account control agreements ("DACAs"), and the mechanics of insurance assignments. While the call resulted in progress on certain points, a number of material items remain unresolved.

The purpose of this letter is to advise Greenfield on (i) the key remaining open items in the Credit Agreement, (ii) our estimated timeline to closing, and (iii) outstanding ancillary document deliverables that must be completed prior to or at closing. Each of these topics is addressed in detail below.

1. Field Examination Status

Pryor & Associates LLC ("Pryor & Associates"), the independent field examination firm retained by HCB, has substantially completed its on-site field examination of the Borrower. Thomas Pryor, Managing Partner of Pryor & Associates, led the examination team, which commenced its on-site work on October 17, 2022 and substantially concluded on November 7, 2022. The examination covered Greenfield's corporate headquarters in Des Moines, Iowa, as well as select grain elevator sites across the Borrower's operational footprint. The scope of the field examination encompassed a review and analysis of crop inventory, accounts receivable, crop-input inventory, and grain warehouse receipts.

As of the date of this letter, we are awaiting Pryor & Associates' final written field examination report, which will be delivered to HCB in the first instance. C&H has formally requested that HCB provide a copy of the final report to Greenfield for its review, which is consistent with customary practice in ABL transactions. We expect the final report to be delivered within the next seven to ten business days, although we have not received a firm commitment from Pryor & Associates as to the exact delivery date.

The final report is significant because it is expected to inform HCB's determination of the net orderly liquidation value ("NOLV") for crop inventory, which in turn will directly affect the borrowing base calculations under the proposed Credit Agreement. Specifically, the advance rate applicable to eligible crop inventory is proposed to be set at 85% of the NOLV of such inventory as determined by the most recent field examination or appraisal. Any downward adjustment in the NOLV determination by Pryor & Associates could materially reduce available borrowing capacity under the Facility.

In this regard, I want to remind Greenfield of two important provisions in the proposed Credit Agreement relating to the field examination:

(a) Fee Cap. Per the Credit Agreement, field examination fees are capped at $50,000 per examination, with a maximum of two (2) examinations per fiscal year at the Borrower's expense. During a Trigger Period (as defined below), additional examinations are permitted at the Borrower's expense without any fee cap. We successfully negotiated this cap down from the $75,000 per examination figure proposed in the Lenders' initial draft, and Greenfield should be aware of this limitation as it budgets for ongoing compliance costs under the Facility.

(b) Discretionary Availability Reserves. Any material findings in the field examination report could result in HCB exercising its right, in its Permitted Discretion, to impose or adjust discretionary availability reserves. The current proposed reserve amount is $3,500,000, which C&H successfully negotiated down from the initially proposed amount of $5,000,000. If the field examination reveals material issues — such as discrepancies in inventory records, quality or condition concerns with stored grain, or irregularities in warehouse receipt documentation — HCB may seek to increase this reserve, which would directly reduce Greenfield's borrowing availability.

We will review the final field examination report promptly upon receipt and advise Greenfield of any findings that may require attention or that could affect the borrowing base or reserve calculations.

2. Key Remaining Open Items in the Credit Agreement

Notwithstanding the significant progress made through three rounds of markup and multiple negotiation calls, several key open items in the Credit Agreement remain unresolved. These items are discussed below in order of significance.

2.1 Material Adverse Change (MAC) Definition

The definition of "Material Adverse Change" (sometimes referred to as "Material Adverse Effect" or "MAE") remains a contested open item following our third markup of the Credit Agreement. This definition is of considerable importance because it serves as a condition to closing (no Material Adverse Change having occurred since the date of the most recent audited financial statements), a representation and warranty that is brought down at each borrowing, and, in certain formulations, a standalone Event of Default.

Greenfield's Position. Greenfield has consistently taken the position that the MAC definition should be narrowly tailored and should include customary carve-outs for circumstances that are beyond the Borrower's control and that do not reflect a deterioration in Greenfield's individual financial condition or business prospects. Specifically, Greenfield has proposed carve-outs for:

(a) general economic conditions affecting the United States economy as a whole;

(b) changes in agricultural commodity markets, including fluctuations in the prices of corn, soybeans, wheat, and other grains and oilseeds;

(c) seasonal fluctuations in the Borrower's business, including seasonal variations in crop inventory levels, accounts receivable, and revenue;

(d) changes in applicable law or regulation, or changes in GAAP or the application thereof; and

(e) conditions generally affecting participants in the agricultural industry, including weather events, changes in federal agricultural programs or subsidies, and changes in trade policy affecting agricultural exports.

In each case, Greenfield's proposed language provides that the carve-out applies only to the extent that such conditions do not disproportionately affect Greenfield and its subsidiaries, taken as a whole, relative to other participants in the agricultural industry operating in similar geographies and of similar size. This "disproportionate impact" qualifier is a standard market feature that preserves the Lenders' ability to invoke the MAC definition in situations where Greenfield is uniquely and adversely affected.

KBW/HCB Position. KBW, on behalf of the Administrative Agent and the Lenders, has resisted the agricultural commodity market carve-out and the seasonal fluctuation carve-out. In the November 1 markup redline, KBW's responsive comments indicated that HCB and the Lender group view exposure to agricultural commodity price volatility and seasonal inventory variations as core risks that the Lenders are specifically evaluating in connection with the Facility. KBW's position, as articulated by Richard Whitfield on the October 21 negotiation call, is that the Lenders are extending credit against an agricultural collateral base and should retain the ability to invoke the MAC definition if commodity price declines or seasonal factors cause a material deterioration in the value of the collateral or the Borrower's financial condition.

C&H Recommendation. We continue to recommend that Greenfield press for the inclusion of both the commodity market carve-out and the seasonal fluctuation carve-out in the MAC definition. These carve-outs are particularly critical for an agricultural ABL facility such as this one. As Greenfield's own financial data demonstrates, seasonal inventory swings are an inherent and predictable feature of the Borrower's business model: crop inventory on hand typically ranges between approximately $125 million and $145 million during the September-through-November peak harvest and storage season, and declines to substantially lower trough levels, with an estimated crop inventory NOLV of approximately $8.2 million in April. Without these carve-outs, the Lenders could theoretically characterize routine, anticipated seasonal variations — which are fully contemplated in the borrowing base structure and the Facility's design — as constituting a Material Adverse Change. Such a result would be commercially unreasonable and inconsistent with the economics of the Facility.

We note that this issue was discussed at length on the October 21 negotiation call and remained unresolved in our November 1 markup. We intend to raise this issue again in the next round of negotiations and, if necessary, propose compromise language that would further narrow the carve-outs while preserving Greenfield's core protections. One potential compromise approach would be to limit the commodity market carve-out to fluctuations that are within a specified percentage range of historical norms, though we would want to discuss the parameters of any such limitation with Greenfield before proposing it to KBW.

2.2 Cure Rights

The Events of Default section of the Credit Agreement includes a springing financial covenant — specifically, a Fixed Charge Coverage Ratio ("FCCR") that is tested at a ratio of not less than 1.10 to 1.00, but only during a Trigger Period. A "Trigger Period" commences when Excess Availability falls below the greater of (x) 12.5% of the aggregate Borrowing Base and (y) $10,000,000, and continues until Excess Availability has been at or above such threshold for thirty (30) consecutive days. While the springing nature of the FCCR covenant is favorable to Greenfield, the current KBW draft does not include any equity cure rights with respect to FCCR defaults.

Greenfield's Position. Greenfield has requested a limited equity cure right that would permit cash equity contributions from Greenfield Holdings Corp. (or its direct or indirect equity holders, the Lindstrom Family Trust and Calloway-Foss Investments LP) to be counted as EBITDA (or added to the numerator of the FCCR calculation) for purposes of curing a FCCR covenant breach during a Trigger Period. This is a market-standard feature in leveraged and ABL credit facilities, particularly where the borrower is part of a larger corporate group with access to parent-level equity capital.

C&H's Proposed Cure Mechanics. In our third markup, we proposed the following cure mechanics:

(a) a maximum of two (2) cures in any rolling four-fiscal-quarter period;

(b) a lifetime maximum of four (4) cures over the term of the Facility;

(c) the cure contribution must be received in cash by the Borrower within ten (10) business days following delivery of the applicable compliance certificate demonstrating the FCCR shortfall; and

(d) the cure amount shall be limited to the minimum amount necessary to cause the FCCR to equal 1.10 to 1.00 for the applicable measurement period (i.e., no "over-cure" would be permitted that would artificially inflate EBITDA for subsequent measurement periods).

HCB Response. On the October 21 negotiation call, Gregory Thorn indicated that the Lender group is not philosophically opposed to the concept of equity cure rights but expressed concern about ensuring appropriate limitations on frequency and, critically, ensuring that the cure contribution constitutes a true cash equity injection into the Borrower rather than subordinated debt or other non-permanent capital. This is a reasonable concern, and we propose to address it by including language in the cure provision requiring that the cure contribution be in the form of common equity or a capital contribution that is not evidenced by a promissory note, is not subject to any repayment obligation, and is contributed to the Borrower free and clear of any liens or encumbrances.

This item remains open and will require further negotiation with KBW. We are cautiously optimistic that a mutually acceptable cure right provision can be agreed upon, given HCB's initial receptiveness to the concept.

2.3 Minimum Excess Availability Covenant

The proposed Credit Agreement includes a hard covenant requiring the Borrower to maintain Minimum Excess Availability of not less than $5,000,000 at all times. Greenfield has accepted this threshold in principle, recognizing that a minimum excess availability floor is standard in ABL facilities and provides a liquidity cushion for the Lender group.

However, Greenfield has requested, and C&H has included in its third markup, a clarification that the $5,000,000 floor is measured after giving effect to outstanding revolving loans and issued and outstanding letters of credit (including drawn and undrawn amounts under any letter of credit), but before giving effect to any swing line loans that are repaid within two (2) business days of the date of determination. This clarification is important because swing line loans are by their nature short-term advances designed to provide intraday or overnight liquidity, and their inclusion in the availability calculation on a real-time basis could result in technical covenant breaches arising from ordinary course cash management activities.

KBW has not yet responded to this clarification request in their third draft, and we will follow up to ensure it is addressed in the next round.

Additionally, C&H notes that the interaction between the $5,000,000 minimum excess availability covenant and the Trigger Period threshold requires clear delineation in the Credit Agreement. As currently drafted, the Trigger Period commences when Excess Availability falls below the greater of 12.5% of the Borrowing Base or $10,000,000. The minimum excess availability covenant, on the other hand, is a separate, standalone covenant with a $5,000,000 threshold. These two provisions serve different functions:

• The Trigger Period threshold ($10,000,000 or 12.5% of the Borrowing Base, whichever is greater) is not a covenant breach in itself; rather, it triggers enhanced reporting obligations (including weekly borrowing base certificates and monthly financial statements) and activates the springing FCCR covenant.

• The minimum excess availability covenant ($5,000,000) is a hard covenant, the breach of which constitutes an Event of Default under the Credit Agreement (subject to any applicable notice and cure periods).

It is important that the Credit Agreement clearly distinguish between these two mechanisms to avoid ambiguity. C&H recommends pressing for this clarification in the next draft to ensure that Greenfield fully understands its obligations and that inadvertent defaults are avoided.

2.4 Other Notable Open Items

In addition to the three principal open items discussed above, the following matters remain outstanding and will need to be resolved in the next round of Credit Agreement negotiations:

Definition of Eligible Accounts Receivable — Account Debtor Concentration Limit. The proposed Credit Agreement includes eligibility criteria for accounts receivable that may be included in the Borrowing Base. Among these criteria, HCB has proposed a maximum account debtor concentration limit of 15% — meaning that receivables owed by any single account debtor (or group of affiliated account debtors) in excess of 15% of total eligible receivables would be excluded from the Borrowing Base. Greenfield has requested that this concentration limit be increased to 25%. This request reflects the realities of the grain merchandising business, in which a relatively small number of large grain trading counterparties — including major international grain merchants and domestic processors — may represent significant concentrations of the Borrower's receivable portfolio. A 15% concentration cap could result in the exclusion of a material portion of Greenfield's highest-quality receivables from the Borrowing Base, which would be commercially disadvantageous and inconsistent with the structure of the Facility. We intend to support this request with historical accounts receivable aging data from Greenfield's finance team demonstrating the concentration patterns over the past twenty-four months.

Insurance Endorsement Timing. The Credit Agreement requires that insurance endorsements naming HCB, as Collateral Agent, as loss payee and additional insured on all applicable property and casualty insurance policies be delivered at or prior to closing as a condition precedent. Coordination with Redwood Insurance Group, Inc. (Brian Templeton, Account Executive) and Northstar Mutual Insurance Company (the relevant carrier) is currently underway. We understand that Redwood Insurance Group has indicated that the preparation and issuance of endorsements typically requires approximately two to three weeks from the date of instruction, and accordingly, this process should be initiated promptly to avoid delays in closing.

DACA Execution Timeline. Deposit account control agreements must be executed with respect to Greenfield's operating accounts maintained at Prairie National Bank, N.A. ("PNB") and, upon closing, at Heartland Commerce Bank, N.A. The DACA for the HCB account should be relatively straightforward, as HCB is both the depository bank and the Collateral Agent. The more complex issue involves PNB. Because the Facility will refinance Greenfield's existing $55,000,000 revolving credit facility with PNB, PNB's willingness to cooperate in executing a DACA on accounts maintained at PNB post-payoff cannot be assumed. If PNB is unwilling to execute a DACA (or is uncooperative or dilatory in doing so), Greenfield will need to transition its operating accounts from PNB to HCB or another depository institution that is willing to execute a DACA. This is a logistical matter that should be addressed promptly, and we recommend that Greenfield begin internal discussions regarding the feasibility of transitioning accounts if PNB proves uncooperative.

3. Estimated Timeline to Closing

Based on the current pace of negotiations and the status of outstanding deliverables, C&H estimates that closing of the Facility could occur in early-to-mid December 2022. This timeline is, of course, contingent upon the timely resolution of a number of conditions and deliverables. Specifically, closing will require the completion of the following:

1. Resolution of Open Credit Agreement Items. The open items described in Section 2 above — including the MAC definition, equity cure rights, minimum excess availability clarification, and eligible accounts receivable concentration limit — must be resolved through further negotiation with KBW and the Lender group.

2. Receipt and Review of the Pryor & Associates Final Field Examination Report. The final report must be delivered to HCB and reviewed by the Lenders, and any resulting adjustments to the Borrowing Base or availability reserves must be determined and agreed upon.

3. Execution of DACAs. Deposit account control agreements must be fully executed and delivered for all applicable deposit accounts.

4. Completion of Insurance Endorsements and Delivery of Insurance Certificates. All required insurance endorsements naming HCB as Collateral Agent as loss payee and additional insured must be obtained and delivered, together with certificates of insurance evidencing the required coverage.

5. Completion of Mortgage Title Searches and Title Insurance. Title searches must be completed and commitments for title insurance obtained for all fourteen (14) grain elevator sites and three (3) distribution centers constituting the real property collateral under the Facility, with an aggregate appraised real estate value of approximately $64,800,000.

6. Recording of Mortgages. Mortgages (or deeds of trust, as applicable) must be recorded in Polk County, Iowa and eight (8) additional Iowa counties where grain elevator or distribution center sites are located, as well as in McLean County, Illinois.

7. Filing of UCC-1 Financing Statements. UCC-1 financing statements must be filed with the applicable Secretary of State offices in Iowa, Illinois, Indiana, and Delaware to perfect the Collateral Agent's security interest in the personal property collateral of each Loan Party.

8. Receipt of Payoff Letter from Prairie National Bank, N.A. A payoff letter must be obtained from PNB confirming the outstanding balance under the existing $55,000,000 revolving credit facility (outstanding balance of approximately $38,750,000 as of September 30, 2022), including per diem interest calculations, wire transfer instructions for payoff funds, and PNB's commitment to file termination statements with respect to its existing UCC filings — specifically, Iowa Secretary of State Filing Nos. 2018-0041729 and 2018-0041730, both filed on April 2, 2018 — and to release its existing mortgage liens on the real property collateral.

9. Delivery of Good Standing Certificates. Good standing certificates (or certificates of existence, as applicable) must be obtained for each Loan Party from the appropriate filing jurisdiction:

• Greenfield Agricultural Partners LLC — Iowa Secretary of State, Filing No. 622847;

• Greenfield Holdings Corp. — Delaware Secretary of State, File No. 7291538;

• Greenfield Grain Storage LLC — Iowa Secretary of State;

• Greenfield Crop Inputs Inc. — Illinois Secretary of State, File No. 08294731.

10. Delivery of C&H Borrower's Counsel Legal Opinion. C&H will deliver a customary borrower's counsel legal opinion covering due organization, valid existence, corporate authority, enforceability, no conflicts, and perfection of security interests, among other standard opinions. An outline of this opinion has been prepared, and the full opinion will be drafted once the Credit Agreement is substantially in final form.

11. Delivery of Closing Certificates and Borrowing Base Certificate. Officer's certificates, secretary's certificates (attaching certified organizational documents, resolutions, and incumbency information for each Loan Party), and a closing date borrowing base certificate must be prepared and delivered.

In addition, Greenfield should be aware that the following closing-date payments will be due:

• Upfront Fee: $400,000, representing 0.50% of the $80,000,000 total commitment amount, payable at closing and allocated pro rata among the Lenders based on their respective commitment amounts (HCB — $200,000; Meridian — $125,000; Tallgrass — $75,000).

• Administrative Agent Fee: The annual administrative agent fee of $75,000, payable to HCB in its capacity as Administrative Agent, will commence at closing and will be payable annually in advance on each anniversary of the closing date.

We will continue to monitor the progress of all outstanding deliverables and will provide Greenfield with updated timeline estimates as matters progress.

4. Status of Ancillary Document Deliverables

Set forth below is a summary of the status of all ancillary loan documents required in connection with the closing of the Facility.

4.1 Documents Delivered (November 4, 2022)

The following ancillary documents were delivered by C&H to KBW on November 4, 2022 and are currently awaiting KBW's review and markup:

Security Agreement. C&H delivered a draft Security Agreement granting a first-priority security interest in substantially all personal property of GAP, Greenfield Grain Storage LLC, and Greenfield Crop Inputs Inc. (collectively, the "Loan Parties") in favor of HCB, as Collateral Agent for the benefit of the Lenders. The personal property collateral covered by the Security Agreement includes, among other categories, all accounts, chattel paper, deposit accounts, equipment, general intangibles (including payment intangibles), instruments, inventory (including crop inventory, crop-input inventory, and grain), investment property, letter-of-credit rights, and commercial tort claims. We await KBW's markup of this document.

Guaranty Agreement. C&H delivered a draft Guaranty Agreement providing for the joint and several guaranty by Greenfield Holdings Corp., Greenfield Grain Storage LLC, and Greenfield Crop Inputs Inc. of all obligations of the Borrower under the Credit Agreement and the other Loan Documents. The Guaranty is structured as an unconditional guaranty of payment and performance, with customary waivers of suretyship defenses. We await KBW's markup.

Pledge Agreement. C&H delivered a draft Pledge Agreement providing for the pledge of (a) 100% of GAP's membership interests in Greenfield Grain Storage LLC and (b) 100% of the issued and outstanding capital stock of Greenfield Crop Inputs Inc., in each case in favor of HCB as Collateral Agent. The Pledge Agreement includes customary provisions regarding voting rights (retained by the pledgor absent an Event of Default), dividend and distribution rights, and the Collateral Agent's remedies upon an Event of Default. We await KBW's markup.

Mortgage Form (Iowa). C&H delivered a form of mortgage for recording in the applicable Iowa counties where Greenfield's grain elevator sites and distribution centers are located. The form is designed to be adapted with property-specific legal descriptions and schedules for each site. We await KBW's markup and the property-specific schedules, which Greenfield's operations team will need to provide or confirm.

Mortgage Form (Illinois). C&H delivered a form of mortgage for recording in McLean County, Illinois, covering the Bloomington distribution center owned by Greenfield Crop Inputs Inc. located at 780 Commerce Drive, Bloomington, Illinois 61701. We await KBW's markup.

4.2 Documents in Preparation

The following ancillary documents are in various stages of preparation:

Deposit Account Control Agreement Forms. C&H has circulated a draft DACA form to KBW for review. This form will need to be customized for each depository bank — specifically, PNB (with respect to Greenfield's existing operating accounts) and HCB (with respect to any accounts to be opened at HCB in connection with the Facility). As noted in Section 2.4 above, PNB's cooperation on the DACA for accounts maintained at PNB is a practical concern, given that the Facility will refinance PNB's existing credit facility and PNB's relationship with Greenfield may be affected. We are prepared to engage directly with PNB's counsel on the DACA once Greenfield authorizes us to do so.

Assignment of Insurance Forms. C&H has prepared a draft form of Assignment of Insurance. This form will need to be finalized in coordination with Redwood Insurance Group, Inc. (Brian Templeton) and Northstar Mutual Insurance Company to ensure that the assignment language corresponds to the specific policy endorsements that will be issued. We will work with Greenfield and Redwood Insurance Group to finalize these documents once the endorsement process is underway.

Borrowing Base Certificate (Closing Date). The closing date borrowing base certificate is to be prepared by Greenfield's finance team based on the then-current values of eligible collateral as of the closing date (or as of a date no earlier than three (3) business days prior to closing, as specified in the Credit Agreement). This certificate will need to incorporate Pryor & Associates' NOLV determinations for crop inventory once the final field examination report is received. We recommend that Greenfield's finance team begin preparing a preliminary pro forma borrowing base certificate based on October 2022 collateral data so that any issues with the certificate format or the underlying data can be identified and resolved in advance of closing.

4.3 Documents Outstanding / To Be Completed

The following ancillary documents and deliverables have not yet been completed and will need to be finalized prior to closing:

Payoff Letter from Prairie National Bank, N.A. A payoff letter has not yet been requested from PNB. The payoff letter will need to include (a) the total outstanding principal balance, accrued and unpaid interest, and any fees, premiums, or other amounts owed under the existing $55,000,000 revolving credit facility as of the anticipated closing date, (b) per diem interest calculations for each day following the payoff letter date, (c) wire transfer instructions for the remittance of payoff funds, and (d) PNB's commitment to file UCC-3 termination statements with respect to its existing UCC-1 filings and to deliver recordable releases of its existing mortgage liens promptly following receipt of the payoff amount. As discussed below, Greenfield should determine the appropriate timing for requesting this payoff letter from Janet Braddock at PNB.

UCC-1 Financing Statements. UCC-1 financing statements for each Loan Party have been prepared in draft form but have not yet been finalized. Finalization is pending confirmation of the exact legal names of each Loan Party as they appear in the records of the applicable filing offices and confirmation of the filing jurisdictions. We anticipate filing UCC-1 financing statements in Iowa (for GAP and Greenfield Grain Storage LLC), Illinois (for Greenfield Crop Inputs Inc.), Indiana (if any Loan Party maintains assets or operations in Indiana requiring a filing), and Delaware (for Greenfield Holdings Corp., which is organized in Delaware).

Title Insurance Commitments and Surveys. Title insurance commitments and, as applicable, surveys for the real property constituting mortgage collateral must be obtained. C&H will coordinate with the title company to ensure that commitments are issued promptly and that any title exceptions are reviewed and, where necessary, cleared prior to closing.

Secretary's Certificates and Resolutions. Secretary's certificates for each Loan Party, attaching certified copies of organizational documents (articles/certificates of organization or incorporation, operating agreements or bylaws, and amendments thereto), resolutions of the governing body authorizing the execution, delivery, and performance of the Loan Documents, and incumbency certificates identifying the authorized signatories, must be prepared and delivered at closing.

Officer's Certificate. C&H has prepared a draft form of officer's certificate. This form will need to be finalized with specific references to the financial statements to be certified — including the most recent audited financial statements prepared by Ashford, Kline & Pearce LLP and the interim unaudited financial statements as of June 30, 2022 (reflecting total assets of $289,600,000) — and with representations and warranties regarding the absence of defaults and the accuracy of the representations and warranties in the Credit Agreement as of the closing date.

C&H Borrower's Counsel Legal Opinion. An outline of the borrower's counsel legal opinion has been prepared. The full opinion letter will be drafted once the Credit Agreement is in substantially final form. The opinion is expected to cover customary matters, including due organization and valid existence of each Loan Party, corporate or limited liability company authority to enter into the Loan Documents, enforceability of the Loan Documents, no conflicts with organizational documents or applicable law, and perfection of security interests in the collateral. We anticipate that KBW will request that the opinion also address certain real property and title matters related to the mortgaged properties.

5. Action Items for Greenfield

To maintain the current projected timeline and drive toward a closing in December 2022, the following action items should be addressed by Greenfield as promptly as practicable:

1. Review of Ancillary Documents. Nina Vasquez (General Counsel) and Patricia Calloway should review and provide comments on the ancillary documents delivered on November 4, 2022 — specifically, the Security Agreement, Guaranty Agreement, Pledge Agreement, and mortgage forms — by no later than November 21, 2022. Timely internal review of these documents is critical so that any Greenfield comments can be incorporated before KBW delivers its markup.

2. Field Examination Follow-Up. Raymond Foss (Vice President of Operations) should coordinate with Pryor & Associates regarding any outstanding follow-up requests arising from the field examination. If Pryor & Associates has requested additional documentation, site access, or clarification of any inventory or receivable records, those requests should be addressed promptly to avoid delays in the delivery of the final field examination report.

3. Insurance Endorsements. Brian Templeton at Redwood Insurance Group, Inc. should be instructed to begin preparing the required insurance endorsements naming Heartland Commerce Bank, N.A., as Collateral Agent, as loss payee and additional insured on all relevant property and casualty insurance policies underwritten by Northstar Mutual Insurance Company. Given the typical two-to-three week turnaround time for endorsement issuance, this process should be initiated immediately.

4. Pro Forma Borrowing Base Certificate. Greenfield's finance team should begin preparing a pro forma borrowing base certificate based on October 2022 collateral data. This will allow C&H and Greenfield to identify any potential issues with the borrowing base calculation methodology and ensure that the closing date borrowing base certificate can be prepared efficiently once the Pryor & Associates NOLV determinations are received.

5. Payoff Letter Timing. Greenfield should internally determine the appropriate timing for requesting a payoff letter from Janet Braddock at Prairie National Bank, N.A. We recommend that this request be made approximately two to three weeks prior to the anticipated closing date to ensure that the payoff letter is current and accurate. However, given the sensitivity of the relationship with PNB, Greenfield may wish to consider when and how to communicate the refinancing to PNB and should advise C&H of its preferred approach.

6. Execution Authority and Resolutions. Marcus Lindstrom (CEO) and Patricia Calloway should be prepared to execute the Credit Agreement and all ancillary Loan Documents as authorized signatories for the applicable Loan Parties on the closing date. Nina Vasquez should confirm that the necessary board resolutions (for Greenfield Holdings Corp. and Greenfield Crop Inputs Inc.) and member resolutions (for GAP and Greenfield Grain Storage LLC) have been or will be adopted in advance of closing. C&H can provide template resolutions if needed.

6. Fees and Budget Status

C&H notes that legal fees incurred through early November 2022 are tracking within the original fee estimate of $350,000 to $450,000 for the full transaction through closing. This estimate encompasses all legal work performed by C&H in connection with the negotiation and documentation of the Credit Agreement, the preparation and negotiation of all ancillary Loan Documents, the closing of the Facility, and the delivery of the borrower's counsel legal opinion.

A detailed billing summary covering time and expenses incurred through the current billing period will be provided to Greenfield separately under cover of our standard billing correspondence.

We anticipate that the remaining work required to bring this transaction to closing — including the resolution of the open Credit Agreement issues described in Section 2, the finalization and negotiation of all ancillary documents, closing preparation and logistics, and the preparation and delivery of the borrower's counsel legal opinion — will bring total fees within the estimated range. Should we identify any circumstances that may cause fees to exceed the high end of the estimate, we will notify Greenfield promptly.

Closing

C&H remains fully committed to driving toward a closing of the Facility in December 2022, subject to the timely resolution of the open items outlined in this letter. We believe that the remaining issues are manageable and that, with the continued cooperation of all parties, a December closing is achievable.

We would welcome the opportunity to schedule a call with you, Nina Vasquez, and the C&H team — myself, Sophie Tremblay, and Daniel Obi — to discuss strategy on the remaining negotiation points, particularly the MAC definition, cure rights, and the accounts receivable concentration limit. Please let us know your availability during the week of November 21, and we will coordinate a time that works for all parties.

Finally, we request that Greenfield contact C&H promptly regarding any developments with Prairie National Bank, N.A., or any other matters that may affect the transaction timeline. In particular, if PNB becomes aware of the pending refinancing or raises any concerns regarding the existing credit facility, we should be informed immediately so that we can advise on the appropriate response.

We appreciate your continued confidence in Calderwood & Harkness and look forward to bringing this transaction to a successful closing.

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Ian Blackwood Partner, Banking & Finance Calderwood & Harkness LLP 150 North Michigan Avenue, Suite 3600 Chicago, Illinois 60601 Telephone: (312) 555-7800 iblackwood@calderwoodharkness.com

cc: Nina Vasquez, General Counsel, Greenfield Agricultural Partners LLC cc: Sophie Tremblay, Calderwood & Harkness LLP cc: Daniel Obi, Calderwood & Harkness LLP

Encl.: None (ancillary documents previously delivered November 4, 2022)

CONFIDENTIAL — ATTORNEY-CLIENT PRIVILEGED
CALDERWOOD & HARKNESS LLP Attorneys at Law
150 North Michigan Avenue, Suite 3600 Chicago, Illinois 60601 Telephone: (312) 555-7800 Facsimile: (312) 555-7801 www.calderwoodharkness.com
November 14, 2022
Patricia "Trish" Calloway Chief Financial Officer Greenfield Agricultural Partners LLC 4100 Grand Prairie Boulevard, Suite 300 Des Moines, Iowa 50309
Re: $80,000,000 Senior Secured Asset-Based Revolving Credit Facility — Status Update and Remaining Open Items Matter No. 1020-00001
Dear Trish:
I am writing to provide Greenfield Agricultural Partners LLC ("Greenfield," "GAP," or the "Borrower") with a comprehensive status update on the ongoing negotiation of the proposed $80,000,000 senior secured asset-based revolving credit facility (the "Facility") with Heartland Commerce Bank, N.A. ("HCB"), acting in its capacity as Administrative Agent and Collateral Agent, and the lending syndicate consisting of HCB (with a $40,000,000 commitment), Meridian Agricultural Credit Corporation ("Meridian," with a $25,000,000 commitment), and Tallgrass Capital Fund II, LP ("Tallgrass," with a $15,000,000 commitment, and together with HCB and Meridian, collectively, the "Lenders").
As you are aware, Calderwood & Harkness LLP ("C&H") delivered its third markup of the Credit Agreement (the "Credit Agreement") to Kessler, Brandt & Whitfield LLP ("KBW"), counsel to the Administrative Agent and the Lenders, on November 1, 2022. That markup was accompanied by a detailed comment letter identifying the remaining substantive open items in the Credit Agreement that require resolution prior to closing. In addition, on November 4, 2022, C&H delivered drafts of the ancillary loan documents — specifically, the Security Agreement, the Guaranty Agreement, the Pledge Agreement, and mortgage forms for Iowa and Illinois — to KBW for its review and markup.
I also want to reference the productive negotiation call held on November 10, 2022, among C&H, representatives of Greenfield, KBW (Richard Whitfield and Lauren Chisholm), and HCB (Gregory Thorn, Senior Vice President, and Allison Kuo, Vice President, ABL Lending). That call addressed several important matters, including collateral-related issues, the status of deposit account control agreements ("DACAs"), and the mechanics of insurance assignments. While the call resulted in progress on certain points, a number of material items remain unresolved.
The purpose of this letter is to advise Greenfield on (i) the key remaining open items in the Credit Agreement, (ii) our estimated timeline to closing, and (iii) outstanding ancillary document deliverables that must be completed prior to or at closing. Each of these topics is addressed in detail below.
1. Field Examination Status
Pryor & Associates LLC ("Pryor & Associates"), the independent field examination firm retained by HCB, has substantially completed its on-site field examination of the Borrower. Thomas Pryor, Managing Partner of Pryor & Associates, led the examination team, which commenced its on-site work on October 17, 2022 and substantially concluded on November 7, 2022. The examination covered Greenfield's corporate headquarters in Des Moines, Iowa, as well as select grain elevator sites across the Borrower's operational footprint. The scope of the field examination encompassed a review and analysis of crop inventory, accounts receivable, crop-input inventory, and grain warehouse receipts.
As of the date of this letter, we are awaiting Pryor & Associates' final written field examination report, which will be delivered to HCB in the first instance. C&H has formally requested that HCB provide a copy of the final report to Greenfield for its review, which is consistent with customary practice in ABL transactions. We expect the final report to be delivered within the next seven to ten business days, although we have not received a firm commitment from Pryor & Associates as to the exact delivery date.
The final report is significant because it is expected to inform HCB's determination of the net orderly liquidation value ("NOLV") for crop inventory, which in turn will directly affect the borrowing base calculations under the proposed Credit Agreement. Specifically, the advance rate applicable to eligible crop inventory is proposed to be set at 85% of the NOLV of such inventory as determined by the most recent field examination or appraisal. Any downward adjustment in the NOLV determination by Pryor & Associates could materially reduce available borrowing capacity under the Facility.
In this regard, I want to remind Greenfield of two important provisions in the proposed Credit Agreement relating to the field examination:
(a) Fee Cap. Per the Credit Agreement, field examination fees are capped at $50,000 per examination, with a maximum of two (2) examinations per fiscal year at the Borrower's expense. During a Trigger Period (as defined below), additional examinations are permitted at the Borrower's expense without any fee cap. We successfully negotiated this cap down from the $75,000 per examination figure proposed in the Lenders' initial draft, and Greenfield should be aware of this limitation as it budgets for ongoing compliance costs under the Facility.
(b) Discretionary Availability Reserves. Any material findings in the field examination report could result in HCB exercising its right, in its Permitted Discretion, to impose or adjust discretionary availability reserves. The current proposed reserve amount is $3,500,000, which C&H successfully negotiated down from the initially proposed amount of $5,000,000. If the field examination reveals material issues — such as discrepancies in inventory records, quality or condition concerns with stored grain, or irregularities in warehouse receipt documentation — HCB may seek to increase this reserve, which would directly reduce Greenfield's borrowing availability.
We will review the final field examination report promptly upon receipt and advise Greenfield of any findings that may require attention or that could affect the borrowing base or reserve calculations.
2. Key Remaining Open Items in the Credit Agreement
Notwithstanding the significant progress made through three rounds of markup and multiple negotiation calls, several key open items in the Credit Agreement remain unresolved. These items are discussed below in order of significance.
2.1 Material Adverse Change (MAC) Definition
The definition of "Material Adverse Change" (sometimes referred to as "Material Adverse Effect" or "MAE") remains a contested open item following our third markup of the Credit Agreement. This definition is of considerable importance because it serves as a condition to closing (no Material Adverse Change having occurred since the date of the most recent audited financial statements), a representation and warranty that is brought down at each borrowing, and, in certain formulations, a standalone Event of Default.
Greenfield's Position. Greenfield has consistently taken the position that the MAC definition should be narrowly tailored and should include customary carve-outs for circumstances that are beyond the Borrower's control and that do not reflect a deterioration in Greenfield's individual financial condition or business prospects. Specifically, Greenfield has proposed carve-outs for:
(a) general economic conditions affecting the United States economy as a whole;
(b) changes in agricultural commodity markets, including fluctuations in the prices of corn, soybeans, wheat, and other grains and oilseeds;
(c) seasonal fluctuations in the Borrower's business, including seasonal variations in crop inventory levels, accounts receivable, and revenue;
(d) changes in applicable law or regulation, or changes in GAAP or the application thereof; and
(e) conditions generally affecting participants in the agricultural industry, including weather events, changes in federal agricultural programs or subsidies, and changes in trade policy affecting agricultural exports.
In each case, Greenfield's proposed language provides that the carve-out applies only to the extent that such conditions do not disproportionately affect Greenfield and its subsidiaries, taken as a whole, relative to other participants in the agricultural industry operating in similar geographies and of similar size. This "disproportionate impact" qualifier is a standard market feature that preserves the Lenders' ability to invoke the MAC definition in situations where Greenfield is uniquely and adversely affected.
KBW/HCB Position. KBW, on behalf of the Administrative Agent and the Lenders, has resisted the agricultural commodity market carve-out and the seasonal fluctuation carve-out. In the November 1 markup redline, KBW's responsive comments indicated that HCB and the Lender group view exposure to agricultural commodity price volatility and seasonal inventory variations as core risks that the Lenders are specifically evaluating in connection with the Facility. KBW's position, as articulated by Richard Whitfield on the October 21 negotiation call, is that the Lenders are extending credit against an agricultural collateral base and should retain the ability to invoke the MAC definition if commodity price declines or seasonal factors cause a material deterioration in the value of the collateral or the Borrower's financial condition.
C&H Recommendation. We continue to recommend that Greenfield press for the inclusion of both the commodity market carve-out and the seasonal fluctuation carve-out in the MAC definition. These carve-outs are particularly critical for an agricultural ABL facility such as this one. As Greenfield's own financial data demonstrates, seasonal inventory swings are an inherent and predictable feature of the Borrower's business model: crop inventory on hand typically ranges between approximately $125 million and $145 million during the September-through-November peak harvest and storage season, and declines to substantially lower trough levels, with an estimated crop inventory NOLV of approximately $8.2 million in April. Without these carve-outs, the Lenders could theoretically characterize routine, anticipated seasonal variations — which are fully contemplated in the borrowing base structure and the Facility's design — as constituting a Material Adverse Change. Such a result would be commercially unreasonable and inconsistent with the economics of the Facility.
We note that this issue was discussed at length on the October 21 negotiation call and remained unresolved in our November 1 markup. We intend to raise this issue again in the next round of negotiations and, if necessary, propose compromise language that would further narrow the carve-outs while preserving Greenfield's core protections. One potential compromise approach would be to limit the commodity market carve-out to fluctuations that are within a specified percentage range of historical norms, though we would want to discuss the parameters of any such limitation with Greenfield before proposing it to KBW.
2.2 Cure Rights
The Events of Default section of the Credit Agreement includes a springing financial covenant — specifically, a Fixed Charge Coverage Ratio ("FCCR") that is tested at a ratio of not less than 1.10 to 1.00, but only during a Trigger Period. A "Trigger Period" commences when Excess Availability falls below the greater of (x) 12.5% of the aggregate Borrowing Base and (y) $10,000,000, and continues until Excess Availability has been at or above such threshold for thirty (30) consecutive days. While the springing nature of the FCCR covenant is favorable to Greenfield, the current KBW draft does not include any equity cure rights with respect to FCCR defaults.
Greenfield's Position. Greenfield has requested a limited equity cure right that would permit cash equity contributions from Greenfield Holdings Corp. (or its direct or indirect equity holders, the Lindstrom Family Trust and Calloway-Foss Investments LP) to be counted as EBITDA (or added to the numerator of the FCCR calculation) for purposes of curing a FCCR covenant breach during a Trigger Period. This is a market-standard feature in leveraged and ABL credit facilities, particularly where the borrower is part of a larger corporate group with access to parent-level equity capital.
C&H's Proposed Cure Mechanics. In our third markup, we proposed the following cure mechanics:
(a) a maximum of two (2) cures in any rolling four-fiscal-quarter period;
(b) a lifetime maximum of four (4) cures over the term of the Facility;
(c) the cure contribution must be received in cash by the Borrower within ten (10) business days following delivery of the applicable compliance certificate demonstrating the FCCR shortfall; and
(d) the cure amount shall be limited to the minimum amount necessary to cause the FCCR to equal 1.10 to 1.00 for the applicable measurement period (i.e., no "over-cure" would be permitted that would artificially inflate EBITDA for subsequent measurement periods).
HCB Response. On the October 21 negotiation call, Gregory Thorn indicated that the Lender group is not philosophically opposed to the concept of equity cure rights but expressed concern about ensuring appropriate limitations on frequency and, critically, ensuring that the cure contribution constitutes a true cash equity injection into the Borrower rather than subordinated debt or other non-permanent capital. This is a reasonable concern, and we propose to address it by including language in the cure provision requiring that the cure contribution be in the form of common equity or a capital contribution that is not evidenced by a promissory note, is not subject to any repayment obligation, and is contributed to the Borrower free and clear of any liens or encumbrances.
This item remains open and will require further negotiation with KBW. We are cautiously optimistic that a mutually acceptable cure right provision can be agreed upon, given HCB's initial receptiveness to the concept.
2.3 Minimum Excess Availability Covenant
The proposed Credit Agreement includes a hard covenant requiring the Borrower to maintain Minimum Excess Availability of not less than $5,000,000 at all times. Greenfield has accepted this threshold in principle, recognizing that a minimum excess availability floor is standard in ABL facilities and provides a liquidity cushion for the Lender group.
However, Greenfield has requested, and C&H has included in its third markup, a clarification that the $5,000,000 floor is measured after giving effect to outstanding revolving loans and issued and outstanding letters of credit (including drawn and undrawn amounts under any letter of credit), but before giving effect to any swing line loans that are repaid within two (2) business days of the date of determination. This clarification is important because swing line loans are by their nature short-term advances designed to provide intraday or overnight liquidity, and their inclusion in the availability calculation on a real-time basis could result in technical covenant breaches arising from ordinary course cash management activities.
KBW has not yet responded to this clarification request in their third draft, and we will follow up to ensure it is addressed in the next round.
Additionally, C&H notes that the interaction between the $5,000,000 minimum excess availability covenant and the Trigger Period threshold requires clear delineation in the Credit Agreement. As currently drafted, the Trigger Period commences when Excess Availability falls below the greater of 12.5% of the Borrowing Base or $10,000,000. The minimum excess availability covenant, on the other hand, is a separate, standalone covenant with a $5,000,000 threshold. These two provisions serve different functions:
• The Trigger Period threshold ($10,000,000 or 12.5% of the Borrowing Base, whichever is greater) is not a covenant breach in itself; rather, it triggers enhanced reporting obligations (including weekly borrowing base certificates and monthly financial statements) and activates the springing FCCR covenant.
• The minimum excess availability covenant ($5,000,000) is a hard covenant, the breach of which constitutes an Event of Default under the Credit Agreement (subject to any applicable notice and cure periods).
It is important that the Credit Agreement clearly distinguish between these two mechanisms to avoid ambiguity. C&H recommends pressing for this clarification in the next draft to ensure that Greenfield fully understands its obligations and that inadvertent defaults are avoided.
2.4 Other Notable Open Items
In addition to the three principal open items discussed above, the following matters remain outstanding and will need to be resolved in the next round of Credit Agreement negotiations:
Definition of Eligible Accounts Receivable — Account Debtor Concentration Limit. The proposed Credit Agreement includes eligibility criteria for accounts receivable that may be included in the Borrowing Base. Among these criteria, HCB has proposed a maximum account debtor concentration limit of 15% — meaning that receivables owed by any single account debtor (or group of affiliated account debtors) in excess of 15% of total eligible receivables would be excluded from the Borrowing Base. Greenfield has requested that this concentration limit be increased to 25%. This request reflects the realities of the grain merchandising business, in which a relatively small number of large grain trading counterparties — including major international grain merchants and domestic processors — may represent significant concentrations of the Borrower's receivable portfolio. A 15% concentration cap could result in the exclusion of a material portion of Greenfield's highest-quality receivables from the Borrowing Base, which would be commercially disadvantageous and inconsistent with the structure of the Facility. We intend to support this request with historical accounts receivable aging data from Greenfield's finance team demonstrating the concentration patterns over the past twenty-four months.
Insurance Endorsement Timing. The Credit Agreement requires that insurance endorsements naming HCB, as Collateral Agent, as loss payee and additional insured on all applicable property and casualty insurance policies be delivered at or prior to closing as a condition precedent. Coordination with Redwood Insurance Group, Inc. (Brian Templeton, Account Executive) and Northstar Mutual Insurance Company (the relevant carrier) is currently underway. We understand that Redwood Insurance Group has indicated that the preparation and issuance of endorsements typically requires approximately two to three weeks from the date of instruction, and accordingly, this process should be initiated promptly to avoid delays in closing.
DACA Execution Timeline. Deposit account control agreements must be executed with respect to Greenfield's operating accounts maintained at Prairie National Bank, N.A. ("PNB") and, upon closing, at Heartland Commerce Bank, N.A. The DACA for the HCB account should be relatively straightforward, as HCB is both the depository bank and the Collateral Agent. The more complex issue involves PNB. Because the Facility will refinance Greenfield's existing $55,000,000 revolving credit facility with PNB, PNB's willingness to cooperate in executing a DACA on accounts maintained at PNB post-payoff cannot be assumed. If PNB is unwilling to execute a DACA (or is uncooperative or dilatory in doing so), Greenfield will need to transition its operating accounts from PNB to HCB or another depository institution that is willing to execute a DACA. This is a logistical matter that should be addressed promptly, and we recommend that Greenfield begin internal discussions regarding the feasibility of transitioning accounts if PNB proves uncooperative.
3. Estimated Timeline to Closing
Based on the current pace of negotiations and the status of outstanding deliverables, C&H estimates that closing of the Facility could occur in early-to-mid December 2022. This timeline is, of course, contingent upon the timely resolution of a number of conditions and deliverables. Specifically, closing will require the completion of the following:
1. Resolution of Open Credit Agreement Items. The open items described in Section 2 above — including the MAC definition, equity cure rights, minimum excess availability clarification, and eligible accounts receivable concentration limit — must be resolved through further negotiation with KBW and the Lender group.
2. Receipt and Review of the Pryor & Associates Final Field Examination Report. The final report must be delivered to HCB and reviewed by the Lenders, and any resulting adjustments to the Borrowing Base or availability reserves must be determined and agreed upon.
3. Execution of DACAs. Deposit account control agreements must be fully executed and delivered for all applicable deposit accounts.
4. Completion of Insurance Endorsements and Delivery of Insurance Certificates. All required insurance endorsements naming HCB as Collateral Agent as loss payee and additional insured must be obtained and delivered, together with certificates of insurance evidencing the required coverage.
5. Completion of Mortgage Title Searches and Title Insurance. Title searches must be completed and commitments for title insurance obtained for all fourteen (14) grain elevator sites and three (3) distribution centers constituting the real property collateral under the Facility, with an aggregate appraised real estate value of approximately $64,800,000.
6. Recording of Mortgages. Mortgages (or deeds of trust, as applicable) must be recorded in Polk County, Iowa and eight (8) additional Iowa counties where grain elevator or distribution center sites are located, as well as in McLean County, Illinois.
7. Filing of UCC-1 Financing Statements. UCC-1 financing statements must be filed with the applicable Secretary of State offices in Iowa, Illinois, Indiana, and Delaware to perfect the Collateral Agent's security interest in the personal property collateral of each Loan Party.
8. Receipt of Payoff Letter from Prairie National Bank, N.A. A payoff letter must be obtained from PNB confirming the outstanding balance under the existing $55,000,000 revolving credit facility (outstanding balance of approximately $38,750,000 as of September 30, 2022), including per diem interest calculations, wire transfer instructions for payoff funds, and PNB's commitment to file termination statements with respect to its existing UCC filings — specifically, Iowa Secretary of State Filing Nos. 2018-0041729 and 2018-0041730, both filed on April 2, 2018 — and to release its existing mortgage liens on the real property collateral.
9. Delivery of Good Standing Certificates. Good standing certificates (or certificates of existence, as applicable) must be obtained for each Loan Party from the appropriate filing jurisdiction:
• Greenfield Agricultural Partners LLC — Iowa Secretary of State, Filing No. 622847;
• Greenfield Holdings Corp. — Delaware Secretary of State, File No. 7291538;
• Greenfield Grain Storage LLC — Iowa Secretary of State;
• Greenfield Crop Inputs Inc. — Illinois Secretary of State, File No. 08294731.
10. Delivery of C&H Borrower's Counsel Legal Opinion. C&H will deliver a customary borrower's counsel legal opinion covering due organization, valid existence, corporate authority, enforceability, no conflicts, and perfection of security interests, among other standard opinions. An outline of this opinion has been prepared, and the full opinion will be drafted once the Credit Agreement is substantially in final form.
11. Delivery of Closing Certificates and Borrowing Base Certificate. Officer's certificates, secretary's certificates (attaching certified organizational documents, resolutions, and incumbency information for each Loan Party), and a closing date borrowing base certificate must be prepared and delivered.
In addition, Greenfield should be aware that the following closing-date payments will be due:
• Upfront Fee: $400,000, representing 0.50% of the $80,000,000 total commitment amount, payable at closing and allocated pro rata among the Lenders based on their respective commitment amounts (HCB — $200,000; Meridian — $125,000; Tallgrass — $75,000).
• Administrative Agent Fee: The annual administrative agent fee of $75,000, payable to HCB in its capacity as Administrative Agent, will commence at closing and will be payable annually in advance on each anniversary of the closing date.
We will continue to monitor the progress of all outstanding deliverables and will provide Greenfield with updated timeline estimates as matters progress.
4. Status of Ancillary Document Deliverables
Set forth below is a summary of the status of all ancillary loan documents required in connection with the closing of the Facility.
4.1 Documents Delivered (November 4, 2022)
The following ancillary documents were delivered by C&H to KBW on November 4, 2022 and are currently awaiting KBW's review and markup:
Security Agreement. C&H delivered a draft Security Agreement granting a first-priority security interest in substantially all personal property of GAP, Greenfield Grain Storage LLC, and Greenfield Crop Inputs Inc. (collectively, the "Loan Parties") in favor of HCB, as Collateral Agent for the benefit of the Lenders. The personal property collateral covered by the Security Agreement includes, among other categories, all accounts, chattel paper, deposit accounts, equipment, general intangibles (including payment intangibles), instruments, inventory (including crop inventory, crop-input inventory, and grain), investment property, letter-of-credit rights, and commercial tort claims. We await KBW's markup of this document.
Guaranty Agreement. C&H delivered a draft Guaranty Agreement providing for the joint and several guaranty by Greenfield Holdings Corp., Greenfield Grain Storage LLC, and Greenfield Crop Inputs Inc. of all obligations of the Borrower under the Credit Agreement and the other Loan Documents. The Guaranty is structured as an unconditional guaranty of payment and performance, with customary waivers of suretyship defenses. We await KBW's markup.
Pledge Agreement. C&H delivered a draft Pledge Agreement providing for the pledge of (a) 100% of GAP's membership interests in Greenfield Grain Storage LLC and (b) 100% of the issued and outstanding capital stock of Greenfield Crop Inputs Inc., in each case in favor of HCB as Collateral Agent. The Pledge Agreement includes customary provisions regarding voting rights (retained by the pledgor absent an Event of Default), dividend and distribution rights, and the Collateral Agent's remedies upon an Event of Default. We await KBW's markup.
Mortgage Form (Iowa). C&H delivered a form of mortgage for recording in the applicable Iowa counties where Greenfield's grain elevator sites and distribution centers are located. The form is designed to be adapted with property-specific legal descriptions and schedules for each site. We await KBW's markup and the property-specific schedules, which Greenfield's operations team will need to provide or confirm.
Mortgage Form (Illinois). C&H delivered a form of mortgage for recording in McLean County, Illinois, covering the Bloomington distribution center owned by Greenfield Crop Inputs Inc. located at 780 Commerce Drive, Bloomington, Illinois 61701. We await KBW's markup.
4.2 Documents in Preparation
The following ancillary documents are in various stages of preparation:
Deposit Account Control Agreement Forms. C&H has circulated a draft DACA form to KBW for review. This form will need to be customized for each depository bank — specifically, PNB (with respect to Greenfield's existing operating accounts) and HCB (with respect to any accounts to be opened at HCB in connection with the Facility). As noted in Section 2.4 above, PNB's cooperation on the DACA for accounts maintained at PNB is a practical concern, given that the Facility will refinance PNB's existing credit facility and PNB's relationship with Greenfield may be affected. We are prepared to engage directly with PNB's counsel on the DACA once Greenfield authorizes us to do so.
Assignment of Insurance Forms. C&H has prepared a draft form of Assignment of Insurance. This form will need to be finalized in coordination with Redwood Insurance Group, Inc. (Brian Templeton) and Northstar Mutual Insurance Company to ensure that the assignment language corresponds to the specific policy endorsements that will be issued. We will work with Greenfield and Redwood Insurance Group to finalize these documents once the endorsement process is underway.
Borrowing Base Certificate (Closing Date). The closing date borrowing base certificate is to be prepared by Greenfield's finance team based on the then-current values of eligible collateral as of the closing date (or as of a date no earlier than three (3) business days prior to closing, as specified in the Credit Agreement). This certificate will need to incorporate Pryor & Associates' NOLV determinations for crop inventory once the final field examination report is received. We recommend that Greenfield's finance team begin preparing a preliminary pro forma borrowing base certificate based on October 2022 collateral data so that any issues with the certificate format or the underlying data can be identified and resolved in advance of closing.
4.3 Documents Outstanding / To Be Completed
The following ancillary documents and deliverables have not yet been completed and will need to be finalized prior to closing:
Payoff Letter from Prairie National Bank, N.A. A payoff letter has not yet been requested from PNB. The payoff letter will need to include (a) the total outstanding principal balance, accrued and unpaid interest, and any fees, premiums, or other amounts owed under the existing $55,000,000 revolving credit facility as of the anticipated closing date, (b) per diem interest calculations for each day following the payoff letter date, (c) wire transfer instructions for the remittance of payoff funds, and (d) PNB's commitment to file UCC-3 termination statements with respect to its existing UCC-1 filings and to deliver recordable releases of its existing mortgage liens promptly following receipt of the payoff amount. As discussed below, Greenfield should determine the appropriate timing for requesting this payoff letter from Janet Braddock at PNB.
UCC-1 Financing Statements. UCC-1 financing statements for each Loan Party have been prepared in draft form but have not yet been finalized. Finalization is pending confirmation of the exact legal names of each Loan Party as they appear in the records of the applicable filing offices and confirmation of the filing jurisdictions. We anticipate filing UCC-1 financing statements in Iowa (for GAP and Greenfield Grain Storage LLC), Illinois (for Greenfield Crop Inputs Inc.), Indiana (if any Loan Party maintains assets or operations in Indiana requiring a filing), and Delaware (for Greenfield Holdings Corp., which is organized in Delaware).
Title Insurance Commitments and Surveys. Title insurance commitments and, as applicable, surveys for the real property constituting mortgage collateral must be obtained. C&H will coordinate with the title company to ensure that commitments are issued promptly and that any title exceptions are reviewed and, where necessary, cleared prior to closing.
Secretary's Certificates and Resolutions. Secretary's certificates for each Loan Party, attaching certified copies of organizational documents (articles/certificates of organization or incorporation, operating agreements or bylaws, and amendments thereto), resolutions of the governing body authorizing the execution, delivery, and performance of the Loan Documents, and incumbency certificates identifying the authorized signatories, must be prepared and delivered at closing.
Officer's Certificate. C&H has prepared a draft form of officer's certificate. This form will need to be finalized with specific references to the financial statements to be certified — including the most recent audited financial statements prepared by Ashford, Kline & Pearce LLP and the interim unaudited financial statements as of June 30, 2022 (reflecting total assets of $289,600,000) — and with representations and warranties regarding the absence of defaults and the accuracy of the representations and warranties in the Credit Agreement as of the closing date.
C&H Borrower's Counsel Legal Opinion. An outline of the borrower's counsel legal opinion has been prepared. The full opinion letter will be drafted once the Credit Agreement is in substantially final form. The opinion is expected to cover customary matters, including due organization and valid existence of each Loan Party, corporate or limited liability company authority to enter into the Loan Documents, enforceability of the Loan Documents, no conflicts with organizational documents or applicable law, and perfection of security interests in the collateral. We anticipate that KBW will request that the opinion also address certain real property and title matters related to the mortgaged properties.
5. Action Items for Greenfield
To maintain the current projected timeline and drive toward a closing in December 2022, the following action items should be addressed by Greenfield as promptly as practicable:
1. Review of Ancillary Documents. Nina Vasquez (General Counsel) and Patricia Calloway should review and provide comments on the ancillary documents delivered on November 4, 2022 — specifically, the Security Agreement, Guaranty Agreement, Pledge Agreement, and mortgage forms — by no later than November 21, 2022. Timely internal review of these documents is critical so that any Greenfield comments can be incorporated before KBW delivers its markup.
2. Field Examination Follow-Up. Raymond Foss (Vice President of Operations) should coordinate with Pryor & Associates regarding any outstanding follow-up requests arising from the field examination. If Pryor & Associates has requested additional documentation, site access, or clarification of any inventory or receivable records, those requests should be addressed promptly to avoid delays in the delivery of the final field examination report.
3. Insurance Endorsements. Brian Templeton at Redwood Insurance Group, Inc. should be instructed to begin preparing the required insurance endorsements naming Heartland Commerce Bank, N.A., as Collateral Agent, as loss payee and additional insured on all relevant property and casualty insurance policies underwritten by Northstar Mutual Insurance Company. Given the typical two-to-three week turnaround time for endorsement issuance, this process should be initiated immediately.
4. Pro Forma Borrowing Base Certificate. Greenfield's finance team should begin preparing a pro forma borrowing base certificate based on October 2022 collateral data. This will allow C&H and Greenfield to identify any potential issues with the borrowing base calculation methodology and ensure that the closing date borrowing base certificate can be prepared efficiently once the Pryor & Associates NOLV determinations are received.
5. Payoff Letter Timing. Greenfield should internally determine the appropriate timing for requesting a payoff letter from Janet Braddock at Prairie National Bank, N.A. We recommend that this request be made approximately two to three weeks prior to the anticipated closing date to ensure that the payoff letter is current and accurate. However, given the sensitivity of the relationship with PNB, Greenfield may wish to consider when and how to communicate the refinancing to PNB and should advise C&H of its preferred approach.
6. Execution Authority and Resolutions. Marcus Lindstrom (CEO) and Patricia Calloway should be prepared to execute the Credit Agreement and all ancillary Loan Documents as authorized signatories for the applicable Loan Parties on the closing date. Nina Vasquez should confirm that the necessary board resolutions (for Greenfield Holdings Corp. and Greenfield Crop Inputs Inc.) and member resolutions (for GAP and Greenfield Grain Storage LLC) have been or will be adopted in advance of closing. C&H can provide template resolutions if needed.
6. Fees and Budget Status
C&H notes that legal fees incurred through early November 2022 are tracking within the original fee estimate of $350,000 to $450,000 for the full transaction through closing. This estimate encompasses all legal work performed by C&H in connection with the negotiation and documentation of the Credit Agreement, the preparation and negotiation of all ancillary Loan Documents, the closing of the Facility, and the delivery of the borrower's counsel legal opinion.
A detailed billing summary covering time and expenses incurred through the current billing period will be provided to Greenfield separately under cover of our standard billing correspondence.
We anticipate that the remaining work required to bring this transaction to closing — including the resolution of the open Credit Agreement issues described in Section 2, the finalization and negotiation of all ancillary documents, closing preparation and logistics, and the preparation and delivery of the borrower's counsel legal opinion — will bring total fees within the estimated range. Should we identify any circumstances that may cause fees to exceed the high end of the estimate, we will notify Greenfield promptly.
Closing
C&H remains fully committed to driving toward a closing of the Facility in December 2022, subject to the timely resolution of the open items outlined in this letter. We believe that the remaining issues are manageable and that, with the continued cooperation of all parties, a December closing is achievable.
We would welcome the opportunity to schedule a call with you, Nina Vasquez, and the C&H team — myself, Sophie Tremblay, and Daniel Obi — to discuss strategy on the remaining negotiation points, particularly the MAC definition, cure rights, and the accounts receivable concentration limit. Please let us know your availability during the week of November 21, and we will coordinate a time that works for all parties.
Finally, we request that Greenfield contact C&H promptly regarding any developments with Prairie National Bank, N.A., or any other matters that may affect the transaction timeline. In particular, if PNB becomes aware of the pending refinancing or raises any concerns regarding the existing credit facility, we should be informed immediately so that we can advise on the appropriate response.
We appreciate your continued confidence in Calderwood & Harkness and look forward to bringing this transaction to a successful closing.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Ian Blackwood Partner, Banking & Finance Calderwood & Harkness LLP 150 North Michigan Avenue, Suite 3600 Chicago, Illinois 60601 Telephone: (312) 555-7800 iblackwood@calderwoodharkness.com
cc: Nina Vasquez, General Counsel, Greenfield Agricultural Partners LLC cc: Sophie Tremblay, Calderwood & Harkness LLP cc: Daniel Obi, Calderwood & Harkness LLP
Encl.: None (ancillary documents previously delivered November 4, 2022)

CONFIDENTIAL — ATTORNEY-CLIENT PRIVILEGED

CALDERWOOD & HARKNESS LLP

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