1020-00001 · Client 1020 · Diligence

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MEMORANDUM

PRIVILEGED AND CONFIDENTIAL — ATTORNEY WORK PRODUCT

TO: Ian Blackwood, Partner; Sophie Tremblay, Lead Associate

FROM: Daniel Obi, Working Associate

DATE: November 4, 2022

RE: Entity Authorization and Good Standing — Loan Party Diligence Summary

MATTER: Greenfield Agricultural Partners LLC — $80,000,000 Senior Secured ABL Revolving Credit Facility; Matter No. 1020-00001; Billing Code GAPABF-2022

CLIENT: Greenfield Agricultural Partners LLC

I. Purpose and Scope

This memorandum summarizes the results of Calderwood & Harkness LLP's ("C&H") diligence review of the entity status, formation, good standing, organizational documents, and authorized signatories for each Loan Party in connection with the proposed $80,000,000 senior secured asset-based revolving credit facility (the "ABL Facility" or the "Facility") to be arranged by Heartland Commerce Bank, N.A., as Administrative Agent and Collateral Agent ("HCB" or the "Administrative Agent"), with Meridian Agricultural Credit Corporation and Tallgrass Capital Fund II, LP as syndicate lenders (collectively with HCB, the "Lenders"). The ABL Facility is being documented pursuant to a Credit Agreement (the "Credit Agreement") and related ancillary loan documentation, including a Guaranty Agreement, a Security Agreement, a Pledge Agreement, and various Mortgage instruments (collectively, with the Credit Agreement, the "Loan Documents").

The review described herein was conducted in anticipation of satisfying the conditions precedent to closing set forth in Article IV of the draft Credit Agreement dated October 17, 2022, as prepared by Kessler, Brandt & Whitfield LLP ("KBW"), acting as counsel to the Administrative Agent and the Lenders. Specifically, the Credit Agreement requires, as a condition precedent to the initial extension of credit under the Facility, the delivery of certified copies of organizational documents, certificates of good standing, resolutions or member consents authorizing the transaction, and secretary's or authorized person's certificates confirming incumbency and specimen signatures for each Loan Party.

The organizational documents reviewed in connection with this memorandum were obtained directly from Nina Vasquez, General Counsel and Corporate Secretary of Greenfield Agricultural Partners LLC ("GAP" or the "Borrower"), who provided copies of operating agreements, bylaws, certificates of formation and incorporation, and related governance documents via electronic transmission on October 21 and October 28, 2022. These materials were supplemented by public filings and records reviewed through the Iowa Secretary of State, the Delaware Secretary of State (Division of Corporations), and the Illinois Secretary of State online databases, each accessed between October 25, 2022 and November 3, 2022.

This memorandum covers the following Loan Parties, each of which is a party to or will execute one or more of the Loan Documents in connection with the closing of the ABL Facility:

(1) Greenfield Agricultural Partners LLC — the Borrower under the Credit Agreement;

(2) Greenfield Holdings Corp. — the Parent Guarantor under the Guaranty Agreement;

(3) Greenfield Grain Storage LLC — a Subsidiary Guarantor under the Guaranty Agreement; and

(4) Greenfield Crop Inputs Inc. — a Subsidiary Guarantor under the Guaranty Agreement.

Each of the foregoing entities is referred to herein individually as a "Loan Party" and collectively as the "Loan Parties." Unless otherwise defined herein, capitalized terms used in this memorandum have the meanings ascribed to them in the draft Credit Agreement.

II. Summary of Loan Parties

A. Overview Table

The following table provides a summary overview of each Loan Party, including key formation and identification data, registered agent information, and each entity's role in the proposed transaction:

B. Ownership Structure Summary

Based on the organizational documents reviewed and representations made by Nina Vasquez, the ownership structure of the Loan Parties is as follows:

Greenfield Holdings Corp. ("Holdings") is the sole member of Greenfield Agricultural Partners LLC, holding one hundred percent (100%) of the membership interests in GAP. Holdings functions as the parent holding company for the Greenfield enterprise group.

The ownership of Holdings itself is distributed among the following equity holders:

• Lindstrom Family Trust (an irrevocable trust organized under the laws of the State of Iowa): 62% of the issued and outstanding shares of Holdings common stock;

• Calloway-Foss Investments LP (an Iowa limited partnership): 28% of the issued and outstanding shares of Holdings common stock; and

• Management equity plan participants (individual officers and key employees of GAP and its subsidiaries, holding shares subject to vesting schedules and transfer restrictions under the Greenfield Holdings Corp. Management Equity Incentive Plan, dated as of January 15, 2016, as amended): 10% of the issued and outstanding shares of Holdings common stock.

The relationship among these stockholders is governed by a stockholders' agreement (the "Holdings Stockholders' Agreement"), a copy of which was provided by Nina Vasquez and is under review. The terms of the Holdings Stockholders' Agreement may bear on the authorization analysis discussed in Section VI of this memorandum.

Greenfield Grain Storage LLC ("GGS") is a wholly owned subsidiary of GAP. GAP holds one hundred percent (100%) of the membership interests in GGS.

Greenfield Crop Inputs Inc. ("GCI") is a wholly owned subsidiary of GAP. GAP holds one hundred percent (100%) of the issued and outstanding shares of capital stock of GCI. Stock certificates and the stock ledger of GCI have been reviewed to confirm this ownership.

The foregoing ownership structure is relevant to the proposed transaction in two key respects:

First, the draft Credit Agreement contains a change of control provision (Section 7.01(l)) providing that an Event of Default shall occur if the Lindstrom Family Trust ceases to own, directly or indirectly, at least fifty-one percent (51%) of the issued and outstanding equity interests in Holdings. The current 62% ownership by the Lindstrom Family Trust satisfies this threshold with an 11-percentage-point margin; however, any future dilution of the Lindstrom Family Trust's interest below 51% would constitute an Event of Default under the Credit Agreement.

Second, the Pledge Agreement to be executed by GAP will require GAP to pledge (a) one hundred percent (100%) of the membership interests in GGS and (b) one hundred percent (100%) of the issued and outstanding shares of capital stock of GCI to the Administrative Agent as Collateral Agent for the benefit of the Lenders. The perfection mechanics for these pledges are discussed in the entity-by-entity analysis below and will be addressed in greater detail in the separate UCC Search Summary and Lien Analysis Memorandum being prepared concurrently.

III. Detailed Entity-by-Entity Analysis

A. Greenfield Agricultural Partners LLC (Borrower)

1. Formation and Entity Status. Greenfield Agricultural Partners LLC is a limited liability company organized and existing under the laws of the State of Iowa. GAP was formed pursuant to the Iowa Revised Uniform Limited Liability Company Act, Iowa Code Chapter 489 (the "Iowa LLC Act"), by the filing of a Certificate of Organization with the Iowa Secretary of State. The Iowa Secretary of State has assigned Filing No. 622847 to GAP. GAP's federal employer identification number is 47-3918265.

Based on a review of the Iowa Secretary of State's online Business Entity Search database, accessed on November 2, 2022, GAP's status is listed as "Active" in the records of the Iowa Secretary of State. A certificate of good standing from the Iowa Secretary of State will need to be obtained for delivery at closing, dated within the timeframe required by the conditions precedent set forth in the Credit Agreement (generally, no more than 30 days prior to the closing date). As of the date of this memorandum, no adverse information regarding GAP's standing was identified in the Iowa Secretary of State's records.

2. Registered Agent. GAP's registered agent in the State of Iowa is Capitol Registered Agents, Inc., located at 221 East Walnut Street, Des Moines, Iowa 50309. The registered agent designation was confirmed as current in the Iowa Secretary of State's online records as of November 2, 2022. Capitol Registered Agents, Inc. appears to be in good standing as a registered agent service provider in the State of Iowa.

3. Principal Office / Headquarters. GAP maintains its principal office and headquarters at 4100 Grand Prairie Boulevard, Suite 300, Des Moines, Iowa 50309. This address is consistent with the information reflected in the Iowa Secretary of State's records and the organizational documents provided by Nina Vasquez.

4. Foreign Qualifications. GAP conducts its agricultural operations across the States of Iowa, Illinois, and Indiana. Under applicable law, a limited liability company formed in one state that transacts business in another state is generally required to register or qualify as a foreign limited liability company in such other state.

Based on preliminary inquiries with Nina Vasquez and a review of the Illinois Secretary of State's online records, GAP is qualified to do business as a foreign limited liability company in the State of Illinois. A certificate of good standing or certificate of authority from the Illinois Secretary of State will need to be obtained for delivery at closing to confirm GAP's active and authorized status in Illinois.

Similarly, GAP is understood to be qualified to do business as a foreign limited liability company in the State of Indiana. A certificate of good standing or certificate of authority from the Indiana Secretary of State will need to be obtained for delivery at closing. As of the date of this memorandum, the Indiana Secretary of State's online records have been reviewed, and GAP's foreign qualification appears to be active, though formal confirmation via a certificate remains outstanding.

Failure to maintain foreign qualification in a jurisdiction where such qualification is required could result in penalties, the inability to maintain legal actions in such jurisdiction, and potential issues with the enforceability of certain agreements. Section 3.01(a) of the draft Credit Agreement contains a representation and warranty by the Borrower that each Loan Party is duly qualified and in good standing as a foreign entity in each jurisdiction where the nature of its business or the ownership or leasing of its properties requires such qualification, except where the failure to so qualify could not reasonably be expected to result in a Material Adverse Effect. Confirmation of GAP's foreign qualification status in each applicable jurisdiction is therefore a priority closing item.

5. Organizational Documents Reviewed. The following organizational documents of GAP have been obtained and reviewed in connection with this diligence:

(a) Certificate of Organization of Greenfield Agricultural Partners LLC, as filed with the Iowa Secretary of State. The Certificate of Organization sets forth the basic formation information for GAP, including the name of the limited liability company, its registered agent and registered office, and the effective date of formation.

(b) Second Amended and Restated Operating Agreement of Greenfield Agricultural Partners LLC, dated as of March 15, 2019 (the "GAP Operating Agreement"), entered into by Greenfield Holdings Corp. as the sole member. The GAP Operating Agreement governs the management, operations, capitalization, and governance of GAP, including the appointment and authority of officers, the allocation of profits and losses, restrictions on transfer of membership interests, and provisions governing the incurrence of indebtedness, the granting of liens and security interests, and the execution of material contracts.

(c) Any amendments to the foregoing documents. Nina Vasquez has represented that no amendments to the Certificate of Organization or the GAP Operating Agreement have been adopted since March 15, 2019. This representation will be confirmed in the secretary's/authorized person's certificate to be delivered at closing.

The GAP Operating Agreement designates Holdings as the sole member and provides for a manager-managed structure in which the CEO and other officers appointed by Holdings have broad authority to manage the day-to-day operations of GAP. The provisions of the GAP Operating Agreement relating to authority to execute Loan Documents and incur indebtedness are discussed in Section III.A.6 below and in the authorization analysis set forth in Section VI of this memorandum.

6. Authorized Signatories. Pursuant to the GAP Operating Agreement, the following individuals have been designated as officers of GAP with authority to act on behalf of the company:

• Marcus J. Lindstrom, Chief Executive Officer, is authorized to execute contracts, agreements, instruments, and other documents on behalf of GAP in the ordinary course of business and in connection with material transactions approved by the sole member, including loan documents, security agreements, and related instruments.

• Patricia "Trish" Calloway, Chief Financial Officer, is similarly authorized to execute loan documents, security agreements, and related instruments on behalf of GAP, acting either individually or jointly with the CEO.

• Nina Vasquez, General Counsel and Corporate Secretary, is authorized to execute certificates, ancillary documents, and instruments on behalf of GAP, including secretary's certificates, incumbency certificates, and closing certificates.

Under the GAP Operating Agreement, the CEO and CFO are each individually authorized to execute loan documents, security agreements, and related instruments on behalf of GAP without further member consent, provided that such obligations fall below an aggregate transaction threshold specified in Section 8.04 of the GAP Operating Agreement. We are in the process of confirming the specific dollar threshold set forth in Section 8.04 of the GAP Operating Agreement; if the $80,000,000 Facility exceeds this threshold (which we anticipate is likely), a written consent of the sole member (Holdings) will be required to authorize the incurrence of indebtedness under the ABL Facility and the execution and delivery of the related Loan Documents. We recommend that such written consent be prepared and executed by Holdings prior to or simultaneously with the closing.

Additionally, we recommend that an authorized person's certificate be obtained at closing confirming the incumbency and specimen signatures of each individual authorized to execute Loan Documents on behalf of GAP (i.e., Marcus J. Lindstrom, Patricia Calloway, and Nina Vasquez). The form of such certificate should be coordinated with KBW to ensure it satisfies the Lenders' closing requirements.

7. Business Description. Greenfield Agricultural Partners LLC is a vertically integrated agricultural enterprise engaged in row-crop production (primarily corn, soybeans, and specialty grains), crop-input distribution (including seed, fertilizer, and crop protection chemicals), grain storage and merchandising, and contract farming. GAP's operations span the States of Iowa, Illinois, and Indiana, with its principal concentration of activities in central and western Iowa.

GAP operates fourteen (14) grain elevators located across multiple counties in Iowa, three (3) regional crop-input distribution centers, and manages approximately 82,000 acres of farmland (inclusive of both owned and leased acreage). The grain elevator operations are conducted primarily through GGS (discussed in Section III.C below), while the crop-input distribution business is operated primarily through GCI (discussed in Section III.D below).

For the fiscal year ended December 31, 2021, GAP reported consolidated revenue of $347.2 million, as reflected in GAP's audited consolidated financial statements prepared by Ashford, Kline & Pearce LLP, GAP's independent auditors. Management has projected consolidated revenue for the fiscal year ending December 31, 2022 of approximately $391.5 million, reflecting continued strength in commodity prices and expansion of the crop-input distribution segment. Total consolidated assets as of June 30, 2022 were $289.6 million, as reflected in GAP's unaudited interim financial statements provided to the Lenders in connection with the ABL Facility.

8. Key Management. The following individuals comprise GAP's senior management team:

• Marcus J. Lindstrom — Chief Executive Officer and Co-Founder. Mr. Lindstrom oversees all aspects of GAP's operations and strategic direction and serves as the primary relationship contact with the Lenders.

• Patricia "Trish" Calloway — Chief Financial Officer. Ms. Calloway is responsible for GAP's financial reporting, treasury functions, and compliance with financial covenants.

• Raymond Foss — Vice President of Operations. Mr. Foss oversees GAP's grain elevator operations, crop-input distribution logistics, and contract farming arrangements.

• Nina Vasquez — General Counsel and Corporate Secretary. Ms. Vasquez manages GAP's legal affairs, regulatory compliance, and corporate governance, and serves as the primary point of contact for the transaction documentation process.

B. Greenfield Holdings Corp. (Parent Guarantor)

1. Formation and Entity Status. Greenfield Holdings Corp. is a corporation organized and existing under the laws of the State of Delaware. Holdings was incorporated under the Delaware General Corporation Law, Title 8, Chapter 1 of the Delaware Code (the "DGCL"), by the filing of a Certificate of Incorporation with the Delaware Secretary of State (Division of Corporations). The Delaware Secretary of State has assigned File No. 7291538 to Holdings. Holdings' federal employer identification number is 82-5047391.

Based on a review of the Delaware Division of Corporations online Entity Search database, accessed on November 1, 2022, Holdings' status is listed as "Active" and "Good Standing" in the records of the Delaware Secretary of State. A certificate of good standing from the Delaware Secretary of State will need to be obtained for delivery at closing. We recommend obtaining a long-form certificate of good standing, which confirms not only that the entity is in good standing but also that all franchise taxes due and owing have been paid. This is particularly relevant for Delaware corporations, as the failure to pay franchise taxes is a common cause of loss of good standing in Delaware, and the Lenders will want assurance that Holdings' franchise tax obligations are current.

2. Registered Agent. Holdings' registered agent in the State of Delaware is National Corporate Services Inc., located at 1209 Orange Street, Wilmington, Delaware 19801. The registered agent designation was confirmed as current in the Delaware Division of Corporations' online records as of November 1, 2022.

3. Principal / Registered Address. Holdings' registered address is 1209 Orange Street, Wilmington, Delaware 19801, which is the office of its registered agent, National Corporate Services Inc. Holdings is a holding company and does not maintain a separate principal office. Its principal business operations are conducted through GAP and GAP's subsidiaries (GGS and GCI). Holdings' directors and officers conduct Holdings-related business from GAP's headquarters at 4100 Grand Prairie Boulevard, Suite 300, Des Moines, Iowa 50309.

4. Foreign Qualifications. As a holding company with limited direct business operations, Holdings may or may not be required to qualify as a foreign corporation in the State of Iowa. Under Iowa Code Section 490.1501, a foreign corporation is required to obtain a certificate of authority before transacting business in Iowa. However, the Iowa statute provides certain exemptions from the foreign qualification requirement for holding companies and entities whose activities in the state are limited to maintaining bank accounts, holding meetings of directors or stockholders, effecting sales through independent contractors, and similar passive activities. We are in the process of analyzing whether Holdings' activities in Iowa fall within one or more of these exemptions. If Holdings has not already qualified to do business in Iowa and is not exempt from doing so, foreign qualification should be completed prior to closing to ensure compliance with the representation and warranty in Section 3.01(a) of the Credit Agreement.

5. Organizational Documents Reviewed. The following organizational documents of Holdings have been obtained and reviewed in connection with this diligence:

(a) Certificate of Incorporation of Greenfield Holdings Corp., as filed with the Delaware Secretary of State, together with any certificates of amendment thereto. The Certificate of Incorporation sets forth the authorized capital stock of Holdings, including the number and class of shares authorized, as well as customary provisions regarding the powers of the board of directors, indemnification of officers and directors, and limitation of liability.

(b) Bylaws of Greenfield Holdings Corp. (as amended, the "Holdings Bylaws"). The Holdings Bylaws govern the internal affairs of Holdings, including the procedures for meetings of directors and stockholders, the appointment and authority of officers, the approval of significant corporate actions, and the execution of contracts and instruments on behalf of the corporation.

(c) Stockholders' Agreement among Greenfield Holdings Corp., the Lindstrom Family Trust, Calloway-Foss Investments LP, and the management equity plan participants (the "Holdings Stockholders' Agreement"). The Holdings Stockholders' Agreement governs the relationship among the equity holders of Holdings, including transfer restrictions, preemptive rights, tag-along and drag-along provisions, board composition and governance rights, and consent requirements for certain material corporate actions.

We are in the process of completing our review of the Holdings Stockholders' Agreement to confirm that it does not contain any provisions that would restrict or prohibit Holdings from entering into the Guaranty Agreement, consenting to the Pledge Agreement, or otherwise participating in the ABL Facility. This is identified as an open item in Section VII of this memorandum.

6. Authorized Signatories. Pursuant to the Holdings Bylaws, the Board of Directors of Holdings has the authority to approve material corporate actions, including the incurrence of guaranty obligations and the execution and delivery of contracts and instruments that bind the corporation. The execution and delivery of the Guaranty Agreement and the related Loan Documents by Holdings as Parent Guarantor will require a resolution of the Board of Directors of Holdings authorizing such action. Such board resolution will need to be prepared and adopted prior to or simultaneously with the closing of the ABL Facility.

The specific officers of Holdings authorized to execute documents on behalf of the corporation are to be confirmed upon completion of our review of the Holdings Bylaws. Based on preliminary review, we anticipate that the President (or CEO) and the Secretary of Holdings are authorized to execute instruments on behalf of the corporation when duly authorized by the Board of Directors. Given the overlap in management between Holdings and GAP, it is likely that Marcus J. Lindstrom (as President or CEO of Holdings) and Nina Vasquez (as Secretary of Holdings) will be the authorized signatories for Holdings.

A secretary's certificate confirming the incumbency and specimen signatures of each officer authorized to execute Loan Documents on behalf of Holdings will be required at closing.

7. Role in Transaction. Holdings serves as the sole member of GAP and is the parent holding company of the Greenfield enterprise group. In the proposed transaction, Holdings will serve as the Parent Guarantor under the Guaranty Agreement, pursuant to which Holdings will unconditionally guarantee the payment and performance of all Obligations of the Borrower under the Credit Agreement and the other Loan Documents in favor of Heartland Commerce Bank, N.A., as Administrative Agent, for the benefit of the Lenders.

The ownership of Holdings' equity is directly relevant to the change of control provisions in the Credit Agreement. As noted in Section II.B above, Section 7.01(l) of the draft Credit Agreement provides that an Event of Default shall occur if the Lindstrom Family Trust ceases to own, directly or indirectly, at least 51% of the issued and outstanding equity interests in Holdings. The current 62% ownership by the Lindstrom Family Trust provides a margin above this threshold, but any dilutive transactions (including, without limitation, the issuance of additional shares under the management equity incentive plan) should be monitored to ensure continued compliance.

C. Greenfield Grain Storage LLC (Subsidiary Guarantor)

1. Formation and Entity Status. Greenfield Grain Storage LLC is a limited liability company organized and existing under the laws of the State of Iowa. GGS was formed pursuant to the Iowa Revised Uniform Limited Liability Company Act (Iowa Code Chapter 489) by the filing of a Certificate of Organization with the Iowa Secretary of State. GGS's federal employer identification number is 84-2093417. The Iowa Secretary of State filing number assigned to GGS has not yet been confirmed; however, our review of the Iowa Secretary of State's online Business Entity Search database, accessed on November 2, 2022, identified GGS as an active entity in the State of Iowa. The filing number will be confirmed and included in the updated version of this memorandum.

Based on the Iowa Secretary of State's records, GGS's status is listed as "Active," and no adverse information regarding GGS's standing was identified. A certificate of good standing from the Iowa Secretary of State will need to be obtained for delivery at closing.

2. Registered Agent. GGS's registered agent in the State of Iowa is Capitol Registered Agents, Inc., located at 221 East Walnut Street, Des Moines, Iowa 50309. This is the same registered agent that serves GAP. The registered agent designation was confirmed as current in the Iowa Secretary of State's online records as of November 2, 2022.

3. Principal Office / Headquarters. GGS maintains its principal office at 4100 Grand Prairie Boulevard, Suite 310, Des Moines, Iowa 50309, which is in the same office building as GAP's headquarters.

4. Foreign Qualifications. GGS operates grain elevator facilities in the State of Iowa. Based on our preliminary review of the organizational documents and discussions with Nina Vasquez, the fourteen (14) grain elevators operated by the Greenfield enterprise group appear to be located primarily in the State of Iowa. However, we have not yet confirmed whether any of GGS's grain elevator or storage facilities are located in the State of Illinois or the State of Indiana, which would require GGS to qualify as a foreign limited liability company in such state(s). This determination will need to be cross-referenced against the Real Property Collateral Schedule to be attached as an exhibit to the Security Agreement and the Mortgage instruments. If any GGS facilities are located outside Iowa, foreign qualification certificates will need to be obtained for closing.

5. Organizational Documents Reviewed. The following organizational documents of GGS have been obtained and reviewed in connection with this diligence:

(a) Operating Agreement (or LLC Agreement) of Greenfield Grain Storage LLC, entered into by Greenfield Agricultural Partners LLC as the sole member (the "GGS Operating Agreement"). The GGS Operating Agreement provides for a manager-managed structure consistent with GAP's governance framework and sets forth the authority of the manager and officers to act on behalf of GGS.

(b) Certificate of Organization of Greenfield Grain Storage LLC, as filed with the Iowa Secretary of State.

Nina Vasquez has represented that no amendments to the Certificate of Organization or the GGS Operating Agreement are outstanding. This will be confirmed in the authorized person's certificate to be delivered at closing.

6. Authorized Signatories. As a wholly owned subsidiary of GAP, GGS is managed by the same management team as GAP. The manager or authorized officers of GGS — who we understand to be Marcus J. Lindstrom, Patricia Calloway, and Nina Vasquez — have authority under the GGS Operating Agreement to execute contracts, agreements, and instruments on behalf of GGS, subject to any approval thresholds set forth in the GGS Operating Agreement and subject to the consent of GAP as the sole member.

A written consent of GAP, acting as the sole member of GGS, will be required to authorize GGS's execution and delivery of the Guaranty Agreement, the Security Agreement (granting a security interest in GGS's personal property collateral, including stored grain inventory, equipment, accounts receivable, and general intangibles), the Pledge Agreement (pursuant to which GAP will pledge 100% of the membership interests in GGS to the Administrative Agent), and the Mortgage instruments (encumbering GGS's real property, including the grain elevator sites). Such written consent should be prepared and executed prior to or simultaneously with the closing.

An authorized person's certificate confirming the incumbency and specimen signatures of each individual authorized to execute Loan Documents on behalf of GGS will be required at closing.

7. Role in Transaction. GGS is a wholly owned subsidiary of GAP and owns and operates the fourteen (14) grain elevator facilities that form a substantial component of the Greenfield enterprise's physical infrastructure. The grain elevators and associated real property contribute to the overall real property collateral value supporting the ABL Facility; the aggregate appraised value of all real property collateral (including both GGS and GCI properties) is approximately $64.8 million.

In the proposed transaction, GGS will serve in the following capacities:

• Subsidiary Guarantor under the Guaranty Agreement, pursuant to which GGS will unconditionally guarantee the payment and performance of all Obligations of the Borrower under the Credit Agreement and the other Loan Documents.

• Grantor under the Security Agreement, granting a first-priority security interest in substantially all of GGS's personal property, including stored grain inventory, grain merchandising accounts, equipment, accounts receivable, deposit accounts, and general intangibles.

• Mortgagor under Iowa Mortgage instruments, encumbering GGS's real property interests in the grain elevator sites located across multiple counties in Iowa. The aggregate appraised value of the GGS real property collateral is a component of the overall $64.8 million real property collateral value.

• Pledged Entity — the membership interests in GGS held by GAP will be pledged by GAP to the Administrative Agent under the Pledge Agreement. Perfection of the pledge will depend on whether the membership interests in GGS are certificated or uncertificated. If the membership interests are certificated, the original certificate(s) will need to be delivered to the Administrative Agent (or its designee) at closing, together with a blank endorsed membership interest power. If the membership interests are uncertificated, perfection will require the filing of a UCC financing statement and/or notation on the books and records of GGS. Confirmation of whether GGS membership interests are certificated or uncertificated is an open item.

D. Greenfield Crop Inputs Inc. (Subsidiary Guarantor)

1. Formation and Entity Status. Greenfield Crop Inputs Inc. is a corporation organized and existing under the laws of the State of Illinois. GCI was incorporated under the Illinois Business Corporation Act of 1983 (805 ILCS 5/) (the "IBCA") by the filing of Articles of Incorporation with the Illinois Secretary of State. The Illinois Secretary of State has assigned File No. 08294731 to GCI. GCI's federal employer identification number is 37-6182049.

Based on a review of the Illinois Secretary of State's online Business Entity Search database, accessed on November 3, 2022, GCI's status is listed as "Active" and in good standing in the records of the Illinois Secretary of State. A certificate of good standing from the Illinois Secretary of State will need to be obtained for delivery at closing.

2. Registered Agent. GCI's registered agent in the State of Illinois is to be confirmed. Our review of the Illinois Secretary of State's online records did not yield a definitive identification of GCI's current registered agent, and the organizational documents provided by Nina Vasquez do not include the most recent registered agent designation. We have requested this information from Nina Vasquez and expect to receive confirmation shortly. The identity and address of GCI's Illinois registered agent will be updated in the revised version of this memorandum.

3. Principal Office / Headquarters. GCI maintains its principal office and distribution center at 780 Commerce Drive, Bloomington, Illinois 61701. This facility serves as both GCI's corporate headquarters and its primary crop-input distribution center. The Bloomington distribution center is proposed to be encumbered by an Illinois Mortgage in favor of the Administrative Agent as part of the real property collateral package.

4. Foreign Qualifications. GCI may conduct business in the States of Iowa and Indiana in connection with its crop-input distribution operations. To the extent that GCI transacts business in Iowa or Indiana (e.g., by maintaining offices, warehouses, or distribution operations in those states, or by soliciting or accepting orders or making deliveries from locations in those states), GCI would be required to qualify as a foreign corporation in such jurisdictions. The foreign qualification status of GCI in Iowa and Indiana has not yet been confirmed and is identified as an open item. If GCI is required to be qualified in either state and has not done so, qualification should be completed prior to closing, or an analysis should be prepared to determine whether the failure to qualify could reasonably be expected to result in a Material Adverse Effect.

5. Organizational Documents Reviewed. The following organizational documents of GCI have been obtained and reviewed in connection with this diligence:

(a) Articles of Incorporation of Greenfield Crop Inputs Inc., as filed with the Illinois Secretary of State, together with any articles of amendment thereto. The Articles of Incorporation set forth the authorized capital stock of GCI, including the number and class of shares authorized, and other customary formation provisions.

(b) Bylaws of Greenfield Crop Inputs Inc. (as amended, the "GCI Bylaws"). The GCI Bylaws govern the internal affairs of GCI, including the procedures for meetings of directors and stockholders, the appointment and authority of officers, and the approval of material corporate actions.

(c) Stock certificates and stock ledger of GCI. The stock certificates and stock ledger have been reviewed to confirm that GAP holds one hundred percent (100%) of the issued and outstanding shares of capital stock of GCI. This ownership confirmation is essential for purposes of the Pledge Agreement, pursuant to which GAP will pledge all such shares to the Administrative Agent.

Nina Vasquez has represented that no amendments to the Articles of Incorporation or the GCI Bylaws are outstanding, other than those already provided. This representation will be confirmed in the secretary's certificate to be delivered at closing.

6. Authorized Signatories. Pursuant to the GCI Bylaws, the Board of Directors of GCI (which is appointed by GAP as the sole stockholder) has the authority to approve material corporate actions, including the incurrence of guaranty and security obligations and the execution and delivery of instruments that bind the corporation. The execution and delivery of the Guaranty Agreement, the Security Agreement, and the Illinois Mortgage by GCI will require a resolution of the Board of Directors of GCI authorizing such actions. Such board resolution may be adopted by written consent in lieu of a meeting, with GAP acting as the sole stockholder providing any required stockholder approval.

The specific officers of GCI authorized to execute documents on behalf of the corporation are to be confirmed upon completion of our review of the GCI Bylaws. Based on the overlap in management between GCI and GAP, it is likely that the same individuals serving as officers of GAP (Marcus J. Lindstrom, Patricia Calloway, Nina Vasquez) also serve as officers and/or directors of GCI and will serve as authorized signatories.

A secretary's certificate confirming the incumbency and specimen signatures of each officer authorized to execute Loan Documents on behalf of GCI will be required at closing.

7. Role in Transaction. GCI is a wholly owned subsidiary of GAP and operates the crop-input distribution business of the Greenfield enterprise group. GCI distributes seed, fertilizer, and crop protection chemicals to agricultural producers across the Midwest, and its accounts receivable constitute a significant component of the borrowing base under the ABL Facility. GCI's inventory of crop inputs also represents a material portion of the inventory component of the borrowing base.

In the proposed transaction, GCI will serve in the following capacities:

• Subsidiary Guarantor under the Guaranty Agreement, pursuant to which GCI will unconditionally guarantee the payment and performance of all Obligations of the Borrower under the Credit Agreement and the other Loan Documents.

• Grantor under the Security Agreement, granting a first-priority security interest in substantially all of GCI's personal property, including accounts receivable, crop-input inventory (seed, fertilizer, crop protection chemicals), equipment, deposit accounts, and general intangibles. GCI's accounts receivable are expected to be a significant contributor to the borrowing base calculation under the ABL Facility.

• Mortgagor under an Illinois Mortgage instrument, encumbering the real property located at 780 Commerce Drive, Bloomington, McLean County, Illinois 61701, which serves as GCI's principal distribution center. The Bloomington property is part of the overall real property collateral package.

• Pledged Entity — one hundred percent (100%) of the issued and outstanding shares of capital stock of GCI will be pledged by GAP to the Administrative Agent under the Pledge Agreement. Perfection of the pledge will be accomplished through delivery of the original stock certificate(s) for GCI, endorsed in blank or accompanied by duly executed stock powers, to the Administrative Agent (or its designee) at closing. The stock certificates for GCI will need to be obtained from Nina Vasquez and delivered as part of the closing deliverables.

IV. Good Standing and Qualification Certificates — Status and Closing Requirements

The following table summarizes the good standing and qualification certificates that will need to be obtained and delivered in connection with the closing of the ABL Facility. All certificates should be dated no more than thirty (30) days prior to the anticipated closing date, as required by standard conditions precedent in the draft Credit Agreement (Section 4.01(a)(iv)):

With respect to timing, we note that processing times for certificates of good standing vary by jurisdiction. The Iowa Secretary of State generally processes certificate requests within three to five business days for expedited service. The Delaware Division of Corporations offers same-day and 24-hour expedited service for an additional fee, which we recommend utilizing given the importance of this deliverable. The Illinois Secretary of State generally processes requests within five to seven business days for expedited service. We will coordinate the timing of certificate requests with the anticipated closing timeline once a target closing date is established.

V. Organizational Document Delivery Checklist

The following checklist summarizes the organizational documents and related deliverables that must be assembled and delivered at or prior to closing in satisfaction of the conditions precedent set forth in Article IV of the draft Credit Agreement. The status of each item is indicated as of the date of this memorandum.

We will coordinate with KBW regarding the Lenders' specific requirements for the format and content of each of the foregoing deliverables. In our experience, administrative agents in ABL transactions typically require that the secretary's or authorized person's certificate be in a form substantially similar to the form attached as an exhibit to the Credit Agreement (see Exhibit D to the draft Credit Agreement). We will prepare initial drafts of each certificate and circulate them to KBW for review and comment.

VI. Authorization Analysis — Key Considerations

A. Member/Stockholder Approval Thresholds

The following analysis summarizes the approval requirements applicable to each Loan Party in connection with its execution and delivery of the Loan Documents:

Greenfield Agricultural Partners LLC (Borrower). The GAP Operating Agreement governs the authority of GAP's officers and its sole member (Holdings) with respect to the incurrence of indebtedness and the granting of liens on GAP's assets. Preliminary review of the GAP Operating Agreement indicates that the CEO and CFO have broad authority to execute documents on behalf of GAP, subject to aggregate transaction thresholds set forth in Section 8.04 of the GAP Operating Agreement. We are in the process of confirming the specific dollar threshold applicable to the incurrence of indebtedness. Given the magnitude of the $80,000,000 ABL Facility, we anticipate that the written consent of Holdings as the sole member will be required to authorize this transaction. Assuming such consent is obtained, there do not appear to be any additional organizational impediments to GAP's authorization of the Loan Documents.

Greenfield Holdings Corp. (Parent Guarantor). The Holdings Bylaws vest the Board of Directors with authority to approve material corporate actions, including the guaranty of obligations of subsidiaries. A board resolution specifically authorizing Holdings' execution and delivery of the Guaranty Agreement and related Loan Documents will be required. We are analyzing whether stockholder approval is also required under the DGCL or the Certificate of Incorporation. Under Delaware law, the guaranty of subsidiary obligations is generally within the business judgment of the board of directors and does not require separate stockholder approval, provided the guaranty is consistent with the corporation's business purposes as set forth in the Certificate of Incorporation. The Holdings Certificate of Incorporation contains broad purpose and powers provisions that we believe are sufficient to encompass the proposed guaranty. However, we will confirm whether the Holdings Stockholders' Agreement contains any consent rights or approval requirements applicable to guaranty obligations or the grant of liens on Holdings' assets (if any). If the Holdings Stockholders' Agreement requires the consent of one or more stockholder groups for this type of transaction, such consent will need to be obtained prior to closing.

Greenfield Grain Storage LLC (Subsidiary Guarantor). As a wholly owned subsidiary of GAP, GGS's authorization requirements are straightforward. The manager or authorized officers of GGS have authority under the GGS Operating Agreement to execute the Loan Documents on behalf of GGS, subject to the written consent of GAP as the sole member. GAP's consent, acting through its duly authorized officers (who will themselves have been authorized by Holdings' consent), will constitute sufficient authorization for GGS to enter into the Guaranty Agreement, the Security Agreement, the Pledge Agreement (as a pledged entity), and the Mortgage instruments.

Greenfield Crop Inputs Inc. (Subsidiary Guarantor). Similarly, as a wholly owned subsidiary of GAP, GCI's authorization requirements are straightforward. A resolution of GCI's Board of Directors (appointed by GAP as the sole stockholder), adopted by unanimous written consent, will authorize GCI's execution and delivery of the Guaranty Agreement, the Security Agreement, and the Illinois Mortgage. GAP, as the sole stockholder of GCI, will provide any required stockholder consent by written action in lieu of a meeting.

B. No Conflicts

As part of our diligence review, we are confirming that the execution and delivery of the Loan Documents by each Loan Party will not conflict with or result in a breach or violation of any provision of any organizational document of such Loan Party. Specifically, we are reviewing:

(a) The GAP Operating Agreement, to confirm that the incurrence of $80,000,000 in revolving credit indebtedness and the granting of liens on substantially all of GAP's assets do not violate any negative covenants, restrictions on indebtedness, or limitations on the authority of officers contained therein;

(b) The Holdings Certificate of Incorporation, Bylaws, and Stockholders' Agreement, to confirm that the guaranty of subsidiary obligations and the subjection of Holdings to the covenants and obligations contained in the Loan Documents do not conflict with any provision thereof, and specifically to confirm that the Holdings Stockholders' Agreement does not contain any restrictions on guaranty obligations, pledge obligations, or change of control provisions that would be triggered by or inconsistent with the terms of the Credit Agreement;

(c) The GGS Operating Agreement, to confirm that the guaranty, security, and mortgage obligations to be assumed by GGS do not conflict with any provision thereof; and

(d) The GCI Articles of Incorporation and Bylaws, to confirm that the guaranty, security, and mortgage obligations to be assumed by GCI do not conflict with any provision thereof.

Based on our preliminary review, we have not identified any organizational document provisions that would conflict with or prohibit the execution and delivery of the Loan Documents. However, our review of the Holdings Stockholders' Agreement is not yet complete, and final confirmation on this point is pending. This is identified as an open item in Section VII below.

C. Existing Indebtedness and Lien Authorizations

Our diligence review has identified the following existing indebtedness and lien obligations that are relevant to the authorization analysis and the closing of the ABL Facility:

Existing Prairie National Bank Facility. GAP is currently the borrower under an existing $55,000,000 revolving credit facility with Prairie National Bank, N.A. ("PNB"), pursuant to a Credit Agreement dated as of April 1, 2018, as amended by a First Amendment dated November 15, 2019 and a Second Amendment dated June 30, 2021 (collectively, the "PNB Credit Agreement"). The PNB Credit Agreement has a stated maturity date of March 31, 2023, and the outstanding balance under the PNB facility as of September 30, 2022 was $38,750,000.

Existing PNB UCC Filings. PNB holds perfected security interests in the personal property of the Loan Parties, evidenced by UCC financing statements filed with the Iowa Secretary of State under Filing Nos. 2018-0041729 and 2018-0041730, both filed on April 2, 2018. These financing statements cover substantially all personal property of GAP and GGS (and potentially GCI, though this requires confirmation). The existing PNB UCC filings must be terminated in connection with the payoff and release of the PNB facility.

Existing PNB Mortgages. PNB holds mortgage liens on real property owned by the Loan Parties, recorded in the following jurisdictions: Polk County, Iowa; McLean County, Illinois; and eight (8) additional Iowa counties (the specific counties to be confirmed against the Real Property Collateral Schedule). These mortgages must be released and satisfied of record in connection with the payoff and release of the PNB facility.

Payoff and Release as Condition Precedent. The payoff in full of all outstanding obligations under the PNB Credit Agreement and the release and termination of all PNB liens (including UCC termination statements and mortgage releases/satisfactions) are conditions precedent to the closing of the HCB ABL Facility, as set forth in Section 4.01(b)(iii) of the draft Credit Agreement. We will coordinate with PNB's counsel to obtain payoff letters, UCC-3 termination statements, and mortgage release instruments for delivery at closing.

For a detailed analysis of the existing UCC filings and lien landscape, please refer to the separate UCC Search Summary and Lien Analysis Memorandum being prepared concurrently by C&H.

VII. Open Items and Action Items

The following is a summary of outstanding items that must be resolved prior to the closing of the ABL Facility. Each item has been assigned to the responsible party, and target completion dates will be established once a closing timeline is agreed upon with the Lenders and KBW:

1. Certified Formation Documents. Obtain certified copies of the Certificate of Organization (GAP and GGS) and Certificate of Incorporation (Holdings and GCI) from the applicable Secretaries of State (Iowa, Delaware, and Illinois) for delivery at closing. Responsible: Daniel Obi / Calderwood & Harkness.

2. Good Standing Certificates. Obtain certificates of good standing for all Loan Parties in their respective formation jurisdictions and foreign qualification jurisdictions, dated within thirty (30) days of the closing date. Specifically: (a) GAP — Iowa, Illinois, and Indiana; (b) Holdings — Delaware; (c) GGS — Iowa; and (d) GCI — Illinois (and Iowa and Indiana, if applicable). Responsible: Daniel Obi / Calderwood & Harkness.

3. GGS Filing Number. Confirm the Iowa Secretary of State filing number for Greenfield Grain Storage LLC and update the entity summary table. Responsible: Daniel Obi, with assistance from Nina Vasquez.

4. GCI Registered Agent. Confirm the identity and address of GCI's registered agent in the State of Illinois from organizational documents and/or the Illinois Secretary of State's records. Responsible: Daniel Obi, with assistance from Nina Vasquez.

5. Foreign Qualification Confirmations. Confirm the foreign qualification status of: (a) GAP in Illinois and Indiana; (b) GCI in Iowa and Indiana; and (c) Holdings in Iowa (or confirm that Holdings is exempt from Iowa foreign qualification requirements). If any required qualifications are not in place, initiate the qualification process promptly. Responsible: Daniel Obi / Calderwood & Harkness, with input from Nina Vasquez.

6. GGS Membership Interest Certificates. Confirm whether the membership interests in GGS are certificated or uncertificated. If certificated, obtain the original membership interest certificate(s) from Nina Vasquez for delivery to the Administrative Agent at closing with blank endorsed membership interest powers. If uncertificated, coordinate with KBW regarding UCC filing and books-and-records notation procedures for perfection of the pledge. Responsible: Daniel Obi, with assistance from Nina Vasquez.

7. Resolutions and Consents. Prepare or review the form of member/stockholder written consent and board resolutions for each Loan Party authorizing the execution and delivery of all Loan Documents, including the Credit Agreement, Guaranty Agreement, Security Agreement, Pledge Agreement, Mortgages, UCC financing statements, and all ancillary instruments and certificates. Specifically: (a) written consent of Holdings as sole member of GAP; (b) board resolution of Holdings (and stockholder consent, if required); (c) written consent of GAP as sole member of GGS; and (d) board resolution of GCI (with GAP as sole stockholder acting by written consent). Responsible: Daniel Obi and Sophie Tremblay / Calderwood & Harkness, with coordination with Nina Vasquez.

8. Secretary's / Authorized Person's Certificates. Prepare forms of secretary's or authorized person's certificates with incumbency and specimen signatures for each Loan Party, confirming organizational documents, resolutions, incumbency, and good standing. Circulate drafts to KBW for review and comment. Responsible: Daniel Obi / Calderwood & Harkness.

9. Holdings Stockholders' Agreement Review. Complete review of the Holdings Stockholders' Agreement to confirm that no provisions therein restrict or prohibit the proposed guaranty, pledge, or change of control provisions in the Credit Agreement. Particular attention should be paid to any consent requirements, transfer restrictions, or negative covenants that could be implicated by the ABL Facility. Responsible: Sophie Tremblay / Calderwood & Harkness.

10. Organizational Document Amendments. Coordinate with Nina Vasquez to confirm that all amendments to organizational documents of each Loan Party have been provided to C&H for review and that no additional amendments are pending or contemplated. Responsible: Daniel Obi, with assistance from Nina Vasquez.

11. Lender's Counsel Coordination. Coordinate with Kessler, Brandt & Whitfield LLP regarding the Lenders' specific requirements for organizational document deliverables, including the form and content of secretary's certificates, the scope of resolutions, and any additional documentation that the Administrative Agent may require in connection with the closing. Responsible: Sophie Tremblay and Daniel Obi / Calderwood & Harkness.

VIII. Conclusion

Based on the review conducted to date, each Loan Party appears to be duly organized, validly existing, and in good standing in its respective jurisdiction of formation, as reflected in the records of the applicable Secretary of State and the organizational documents provided by Nina Vasquez. Specifically:

• Greenfield Agricultural Partners LLC is a duly organized Iowa limited liability company, active and in good standing per Iowa Secretary of State records, with organizational documents that provide a clear framework for officer authority and member governance.

• Greenfield Holdings Corp. is a duly organized Delaware corporation, active and in good standing per Delaware Division of Corporations records, with a Certificate of Incorporation and Bylaws that vest the Board of Directors with appropriate authority over material corporate actions.

• Greenfield Grain Storage LLC is a duly organized Iowa limited liability company, active per Iowa Secretary of State records, with organizational documents consistent with its role as a wholly owned operating subsidiary of GAP.

• Greenfield Crop Inputs Inc. is a duly organized Illinois corporation, active and in good standing per Illinois Secretary of State records, with Articles of Incorporation and Bylaws consistent with its role as a wholly owned operating subsidiary of GAP.

Subject to the completion of the open items listed in Section VII above — including, without limitation, the confirmation of foreign qualification status, the preparation and execution of authorizing resolutions and consents, the completion of our review of the Holdings Stockholders' Agreement, and the receipt of outstanding filing numbers and registered agent information — there do not appear to be any organizational impediments to the execution and delivery of the proposed Loan Documents by the Loan Parties.

Final confirmation of the due organization, valid existence, good standing, and due authorization of each Loan Party will be set forth in the borrower's counsel legal opinion to be delivered by Calderwood & Harkness LLP at the closing of the ABL Facility, in the form required by Section 4.01(a)(vi) of the Credit Agreement. The scope of such legal opinion will be discussed separately with Ian Blackwood and Sophie Tremblay, and a draft opinion letter will be circulated to KBW for review in advance of closing.

This memorandum should be updated upon receipt of the outstanding items identified herein and as the closing date approaches. Any material changes to the status, good standing, organizational documents, or authority of any Loan Party identified between the date hereof and the closing date will be reported promptly to the deal team.

Prepared by: Daniel Obi, Working Associate, Calderwood & Harkness LLP

Reviewed by: Sophie Tremblay, Lead Associate, Calderwood & Harkness LLP

Distribution: Ian Blackwood, Partner; Stephanie Okafor, Paralegal (internal only — attorney work product)

Matter No.: 1020-00001

Billing Code: GAPABF-2022

This memorandum is protected by the attorney-client privilege and the attorney work product doctrine. It is intended solely for internal use by Calderwood & Harkness LLP attorneys and staff working on the above-referenced matter. Do not distribute, copy, or disclose without authorization.

Full Legal Name	Short Name	Entity Type	Jurisdiction of Formation	EIN	State Filing No.	Registered Agent	Headquarters Address	Role in Transaction
Greenfield Agricultural Partners LLC	GAP; Greenfield	Iowa limited liability company	Iowa	47-3918265	Iowa SOS Filing No. 622847	Capitol Registered Agents, Inc., 221 East Walnut Street, Des Moines, Iowa 50309	4100 Grand Prairie Boulevard, Suite 300, Des Moines, Iowa 50309	Borrower
Greenfield Holdings Corp.	Holdings	Delaware corporation	Delaware	82-5047391	Delaware SOS File No. 7291538	National Corporate Services Inc., 1209 Orange Street, Wilmington, Delaware 19801	1209 Orange Street, Wilmington, Delaware 19801 (registered address)	Parent Guarantor
Greenfield Grain Storage LLC	GGS	Iowa limited liability company	Iowa	84-2093417	Iowa SOS Filing No. — to be confirmed	Capitol Registered Agents, Inc., 221 East Walnut Street, Des Moines, Iowa 50309	4100 Grand Prairie Boulevard, Suite 310, Des Moines, Iowa 50309	Subsidiary Guarantor
Greenfield Crop Inputs Inc.	GCI	Illinois corporation	Illinois	37-6182049	Illinois SOS File No. 08294731	To be confirmed from organizational documents and Illinois SOS records	780 Commerce Drive, Bloomington, Illinois 61701	Subsidiary Guarantor
Entity	Jurisdiction	Certificate Type	Status	Notes
GAP	Iowa (formation)	Certificate of Good Standing	To be obtained within 10 business days of closing	Formation state; Iowa SOS online records confirm active status as of November 2, 2022
GAP	Illinois (foreign)	Certificate of Good Standing / Certificate of Authority	To be obtained	Foreign qualification state; preliminary confirmation of qualification obtained from Illinois SOS records
GAP	Indiana (foreign)	Certificate of Good Standing / Certificate of Authority	To be obtained	Foreign qualification state; preliminary confirmation of qualification obtained from Indiana SOS records
Holdings	Delaware (formation)	Certificate of Good Standing	To be obtained	Formation state; long-form certificate recommended to confirm that all franchise taxes are current
GGS	Iowa (formation)	Certificate of Good Standing	To be obtained	Formation state; Iowa SOS online records confirm active status as of November 2, 2022; filing number to be confirmed
GCI	Illinois (formation)	Certificate of Good Standing	To be obtained	Formation state; Illinois SOS online records confirm active status as of November 3, 2022
GCI	Iowa (foreign, if applicable)	Certificate of Good Standing / Certificate of Authority	To be confirmed w

MEMORANDUM
PRIVILEGED AND CONFIDENTIAL — ATTORNEY WORK PRODUCT
TO: Ian Blackwood, Partner; Sophie Tremblay, Lead Associate
FROM: Daniel Obi, Working Associate
DATE: November 4, 2022
RE: Entity Authorization and Good Standing — Loan Party Diligence Summary
MATTER: Greenfield Agricultural Partners LLC — $80,000,000 Senior Secured ABL Revolving Credit Facility; Matter No. 1020-00001; Billing Code GAPABF-2022
CLIENT: Greenfield Agricultural Partners LLC
I. Purpose and Scope
This memorandum summarizes the results of Calderwood & Harkness LLP's ("C&H") diligence review of the entity status, formation, good standing, organizational documents, and authorized signatories for each Loan Party in connection with the proposed $80,000,000 senior secured asset-based revolving credit facility (the "ABL Facility" or the "Facility") to be arranged by Heartland Commerce Bank, N.A., as Administrative Agent and Collateral Agent ("HCB" or the "Administrative Agent"), with Meridian Agricultural Credit Corporation and Tallgrass Capital Fund II, LP as syndicate lenders (collectively with HCB, the "Lenders"). The ABL Facility is being documented pursuant to a Credit Agreement (the "Credit Agreement") and related ancillary loan documentation, including a Guaranty Agreement, a Security Agreement, a Pledge Agreement, and various Mortgage instruments (collectively, with the Credit Agreement, the "Loan Documents").
The review described herein was conducted in anticipation of satisfying the conditions precedent to closing set forth in Article IV of the draft Credit Agreement dated October 17, 2022, as prepared by Kessler, Brandt & Whitfield LLP ("KBW"), acting as counsel to the Administrative Agent and the Lenders. Specifically, the Credit Agreement requires, as a condition precedent to the initial extension of credit under the Facility, the delivery of certified copies of organizational documents, certificates of good standing, resolutions or member consents authorizing the transaction, and secretary's or authorized person's certificates confirming incumbency and specimen signatures for each Loan Party.
The organizational documents reviewed in connection with this memorandum were obtained directly from Nina Vasquez, General Counsel and Corporate Secretary of Greenfield Agricultural Partners LLC ("GAP" or the "Borrower"), who provided copies of operating agreements, bylaws, certificates of formation and incorporation, and related governance documents via electronic transmission on October 21 and October 28, 2022. These materials were supplemented by public filings and records reviewed through the Iowa Secretary of State, the Delaware Secretary of State (Division of Corporations), and the Illinois Secretary of State online databases, each accessed between October 25, 2022 and November 3, 2022.
This memorandum covers the following Loan Parties, each of which is a party to or will execute one or more of the Loan Documents in connection with the closing of the ABL Facility:
(1) Greenfield Agricultural Partners LLC — the Borrower under the Credit Agreement;
(2) Greenfield Holdings Corp. — the Parent Guarantor under the Guaranty Agreement;
(3) Greenfield Grain Storage LLC — a Subsidiary Guarantor under the Guaranty Agreement; and
(4) Greenfield Crop Inputs Inc. — a Subsidiary Guarantor under the Guaranty Agreement.
Each of the foregoing entities is referred to herein individually as a "Loan Party" and collectively as the "Loan Parties." Unless otherwise defined herein, capitalized terms used in this memorandum have the meanings ascribed to them in the draft Credit Agreement.
II. Summary of Loan Parties
A. Overview Table
The following table provides a summary overview of each Loan Party, including key formation and identification data, registered agent information, and each entity's role in the proposed transaction:
B. Ownership Structure Summary
Based on the organizational documents reviewed and representations made by Nina Vasquez, the ownership structure of the Loan Parties is as follows:
Greenfield Holdings Corp. ("Holdings") is the sole member of Greenfield Agricultural Partners LLC, holding one hundred percent (100%) of the membership interests in GAP. Holdings functions as the parent holding company for the Greenfield enterprise group.
The ownership of Holdings itself is distributed among the following equity holders:
• Lindstrom Family Trust (an irrevocable trust organized under the laws of the State of Iowa): 62% of the issued and outstanding shares of Holdings common stock;
• Calloway-Foss Investments LP (an Iowa limited partnership): 28% of the issued and outstanding shares of Holdings common stock; and
• Management equity plan participants (individual officers and key employees of GAP and its subsidiaries, holding shares subject to vesting schedules and transfer restrictions under the Greenfield Holdings Corp. Management Equity Incentive Plan, dated as of January 15, 2016, as amended): 10% of the issued and outstanding shares of Holdings common stock.
The relationship among these stockholders is governed by a stockholders' agreement (the "Holdings Stockholders' Agreement"), a copy of which was provided by Nina Vasquez and is under review. The terms of the Holdings Stockholders' Agreement may bear on the authorization analysis discussed in Section VI of this memorandum.
Greenfield Grain Storage LLC ("GGS") is a wholly owned subsidiary of GAP. GAP holds one hundred percent (100%) of the membership interests in GGS.
Greenfield Crop Inputs Inc. ("GCI") is a wholly owned subsidiary of GAP. GAP holds one hundred percent (100%) of the issued and outstanding shares of capital stock of GCI. Stock certificates and the stock ledger of GCI have been reviewed to confirm this ownership.
The foregoing ownership structure is relevant to the proposed transaction in two key respects:
First, the draft Credit Agreement contains a change of control provision (Section 7.01(l)) providing that an Event of Default shall occur if the Lindstrom Family Trust ceases to own, directly or indirectly, at least fifty-one percent (51%) of the issued and outstanding equity interests in Holdings. The current 62% ownership by the Lindstrom Family Trust satisfies this threshold with an 11-percentage-point margin; however, any future dilution of the Lindstrom Family Trust's interest below 51% would constitute an Event of Default under the Credit Agreement.
Second, the Pledge Agreement to be executed by GAP will require GAP to pledge (a) one hundred percent (100%) of the membership interests in GGS and (b) one hundred percent (100%) of the issued and outstanding shares of capital stock of GCI to the Administrative Agent as Collateral Agent for the benefit of the Lenders. The perfection mechanics for these pledges are discussed in the entity-by-entity analysis below and will be addressed in greater detail in the separate UCC Search Summary and Lien Analysis Memorandum being prepared concurrently.
III. Detailed Entity-by-Entity Analysis
A. Greenfield Agricultural Partners LLC (Borrower)
1. Formation and Entity Status. Greenfield Agricultural Partners LLC is a limited liability company organized and existing under the laws of the State of Iowa. GAP was formed pursuant to the Iowa Revised Uniform Limited Liability Company Act, Iowa Code Chapter 489 (the "Iowa LLC Act"), by the filing of a Certificate of Organization with the Iowa Secretary of State. The Iowa Secretary of State has assigned Filing No. 622847 to GAP. GAP's federal employer identification number is 47-3918265.
Based on a review of the Iowa Secretary of State's online Business Entity Search database, accessed on November 2, 2022, GAP's status is listed as "Active" in the records of the Iowa Secretary of State. A certificate of good standing from the Iowa Secretary of State will need to be obtained for delivery at closing, dated within the timeframe required by the conditions precedent set forth in the Credit Agreement (generally, no more than 30 days prior to the closing date). As of the date of this memorandum, no adverse information regarding GAP's standing was identified in the Iowa Secretary of State's records.
2. Registered Agent. GAP's registered agent in the State of Iowa is Capitol Registered Agents, Inc., located at 221 East Walnut Street, Des Moines, Iowa 50309. The registered agent designation was confirmed as current in the Iowa Secretary of State's online records as of November 2, 2022. Capitol Registered Agents, Inc. appears to be in good standing as a registered agent service provider in the State of Iowa.
3. Principal Office / Headquarters. GAP maintains its principal office and headquarters at 4100 Grand Prairie Boulevard, Suite 300, Des Moines, Iowa 50309. This address is consistent with the information reflected in the Iowa Secretary of State's records and the organizational documents provided by Nina Vasquez.
4. Foreign Qualifications. GAP conducts its agricultural operations across the States of Iowa, Illinois, and Indiana. Under applicable law, a limited liability company formed in one state that transacts business in another state is generally required to register or qualify as a foreign limited liability company in such other state.
Based on preliminary inquiries with Nina Vasquez and a review of the Illinois Secretary of State's online records, GAP is qualified to do business as a foreign limited liability company in the State of Illinois. A certificate of good standing or certificate of authority from the Illinois Secretary of State will need to be obtained for delivery at closing to confirm GAP's active and authorized status in Illinois.
Similarly, GAP is understood to be qualified to do business as a foreign limited liability company in the State of Indiana. A certificate of good standing or certificate of authority from the Indiana Secretary of State will need to be obtained for delivery at closing. As of the date of this memorandum, the Indiana Secretary of State's online records have been reviewed, and GAP's foreign qualification appears to be active, though formal confirmation via a certificate remains outstanding.
Failure to maintain foreign qualification in a jurisdiction where such qualification is required could result in penalties, the inability to maintain legal actions in such jurisdiction, and potential issues with the enforceability of certain agreements. Section 3.01(a) of the draft Credit Agreement contains a representation and warranty by the Borrower that each Loan Party is duly qualified and in good standing as a foreign entity in each jurisdiction where the nature of its business or the ownership or leasing of its properties requires such qualification, except where the failure to so qualify could not reasonably be expected to result in a Material Adverse Effect. Confirmation of GAP's foreign qualification status in each applicable jurisdiction is therefore a priority closing item.
5. Organizational Documents Reviewed. The following organizational documents of GAP have been obtained and reviewed in connection with this diligence:
(a) Certificate of Organization of Greenfield Agricultural Partners LLC, as filed with the Iowa Secretary of State. The Certificate of Organization sets forth the basic formation information for GAP, including the name of the limited liability company, its registered agent and registered office, and the effective date of formation.
(b) Second Amended and Restated Operating Agreement of Greenfield Agricultural Partners LLC, dated as of March 15, 2019 (the "GAP Operating Agreement"), entered into by Greenfield Holdings Corp. as the sole member. The GAP Operating Agreement governs the management, operations, capitalization, and governance of GAP, including the appointment and authority of officers, the allocation of profits and losses, restrictions on transfer of membership interests, and provisions governing the incurrence of indebtedness, the granting of liens and security interests, and the execution of material contracts.
(c) Any amendments to the foregoing documents. Nina Vasquez has represented that no amendments to the Certificate of Organization or the GAP Operating Agreement have been adopted since March 15, 2019. This representation will be confirmed in the secretary's/authorized person's certificate to be delivered at closing.
The GAP Operating Agreement designates Holdings as the sole member and provides for a manager-managed structure in which the CEO and other officers appointed by Holdings have broad authority to manage the day-to-day operations of GAP. The provisions of the GAP Operating Agreement relating to authority to execute Loan Documents and incur indebtedness are discussed in Section III.A.6 below and in the authorization analysis set forth in Section VI of this memorandum.
6. Authorized Signatories. Pursuant to the GAP Operating Agreement, the following individuals have been designated as officers of GAP with authority to act on behalf of the company:
• Marcus J. Lindstrom, Chief Executive Officer, is authorized to execute contracts, agreements, instruments, and other documents on behalf of GAP in the ordinary course of business and in connection with material transactions approved by the sole member, including loan documents, security agreements, and related instruments.
• Patricia "Trish" Calloway, Chief Financial Officer, is similarly authorized to execute loan documents, security agreements, and related instruments on behalf of GAP, acting either individually or jointly with the CEO.
• Nina Vasquez, General Counsel and Corporate Secretary, is authorized to execute certificates, ancillary documents, and instruments on behalf of GAP, including secretary's certificates, incumbency certificates, and closing certificates.
Under the GAP Operating Agreement, the CEO and CFO are each individually authorized to execute loan documents, security agreements, and related instruments on behalf of GAP without further member consent, provided that such obligations fall below an aggregate transaction threshold specified in Section 8.04 of the GAP Operating Agreement. We are in the process of confirming the specific dollar threshold set forth in Section 8.04 of the GAP Operating Agreement; if the $80,000,000 Facility exceeds this threshold (which we anticipate is likely), a written consent of the sole member (Holdings) will be required to authorize the incurrence of indebtedness under the ABL Facility and the execution and delivery of the related Loan Documents. We recommend that such written consent be prepared and executed by Holdings prior to or simultaneously with the closing.
Additionally, we recommend that an authorized person's certificate be obtained at closing confirming the incumbency and specimen signatures of each individual authorized to execute Loan Documents on behalf of GAP (i.e., Marcus J. Lindstrom, Patricia Calloway, and Nina Vasquez). The form of such certificate should be coordinated with KBW to ensure it satisfies the Lenders' closing requirements.
7. Business Description. Greenfield Agricultural Partners LLC is a vertically integrated agricultural enterprise engaged in row-crop production (primarily corn, soybeans, and specialty grains), crop-input distribution (including seed, fertilizer, and crop protection chemicals), grain storage and merchandising, and contract farming. GAP's operations span the States of Iowa, Illinois, and Indiana, with its principal concentration of activities in central and western Iowa.
GAP operates fourteen (14) grain elevators located across multiple counties in Iowa, three (3) regional crop-input distribution centers, and manages approximately 82,000 acres of farmland (inclusive of both owned and leased acreage). The grain elevator operations are conducted primarily through GGS (discussed in Section III.C below), while the crop-input distribution business is operated primarily through GCI (discussed in Section III.D below).
For the fiscal year ended December 31, 2021, GAP reported consolidated revenue of $347.2 million, as reflected in GAP's audited consolidated financial statements prepared by Ashford, Kline & Pearce LLP, GAP's independent auditors. Management has projected consolidated revenue for the fiscal year ending December 31, 2022 of approximately $391.5 million, reflecting continued strength in commodity prices and expansion of the crop-input distribution segment. Total consolidated assets as of June 30, 2022 were $289.6 million, as reflected in GAP's unaudited interim financial statements provided to the Lenders in connection with the ABL Facility.
8. Key Management. The following individuals comprise GAP's senior management team:
• Marcus J. Lindstrom — Chief Executive Officer and Co-Founder. Mr. Lindstrom oversees all aspects of GAP's operations and strategic direction and serves as the primary relationship contact with the Lenders.
• Patricia "Trish" Calloway — Chief Financial Officer. Ms. Calloway is responsible for GAP's financial reporting, treasury functions, and compliance with financial covenants.
• Raymond Foss — Vice President of Operations. Mr. Foss oversees GAP's grain elevator operations, crop-input distribution logistics, and contract farming arrangements.
• Nina Vasquez — General Counsel and Corporate Secretary. Ms. Vasquez manages GAP's legal affairs, regulatory compliance, and corporate governance, and serves as the primary point of contact for the transaction documentation process.
B. Greenfield Holdings Corp. (Parent Guarantor)
1. Formation and Entity Status. Greenfield Holdings Corp. is a corporation organized and existing under the laws of the State of Delaware. Holdings was incorporated under the Delaware General Corporation Law, Title 8, Chapter 1 of the Delaware Code (the "DGCL"), by the filing of a Certificate of Incorporation with the Delaware Secretary of State (Division of Corporations). The Delaware Secretary of State has assigned File No. 7291538 to Holdings. Holdings' federal employer identification number is 82-5047391.
Based on a review of the Delaware Division of Corporations online Entity Search database, accessed on November 1, 2022, Holdings' status is listed as "Active" and "Good Standing" in the records of the Delaware Secretary of State. A certificate of good standing from the Delaware Secretary of State will need to be obtained for delivery at closing. We recommend obtaining a long-form certificate of good standing, which confirms not only that the entity is in good standing but also that all franchise taxes due and owing have been paid. This is particularly relevant for Delaware corporations, as the failure to pay franchise taxes is a common cause of loss of good standing in Delaware, and the Lenders will want assurance that Holdings' franchise tax obligations are current.
2. Registered Agent. Holdings' registered agent in the State of Delaware is National Corporate Services Inc., located at 1209 Orange Street, Wilmington, Delaware 19801. The registered agent designation was confirmed as current in the Delaware Division of Corporations' online records as of November 1, 2022.
3. Principal / Registered Address. Holdings' registered address is 1209 Orange Street, Wilmington, Delaware 19801, which is the office of its registered agent, National Corporate Services Inc. Holdings is a holding company and does not maintain a separate principal office. Its principal business operations are conducted through GAP and GAP's subsidiaries (GGS and GCI). Holdings' directors and officers conduct Holdings-related business from GAP's headquarters at 4100 Grand Prairie Boulevard, Suite 300, Des Moines, Iowa 50309.
4. Foreign Qualifications. As a holding company with limited direct business operations, Holdings may or may not be required to qualify as a foreign corporation in the State of Iowa. Under Iowa Code Section 490.1501, a foreign corporation is required to obtain a certificate of authority before transacting business in Iowa. However, the Iowa statute provides certain exemptions from the foreign qualification requirement for holding companies and entities whose activities in the state are limited to maintaining bank accounts, holding meetings of directors or stockholders, effecting sales through independent contractors, and similar passive activities. We are in the process of analyzing whether Holdings' activities in Iowa fall within one or more of these exemptions. If Holdings has not already qualified to do business in Iowa and is not exempt from doing so, foreign qualification should be completed prior to closing to ensure compliance with the representation and warranty in Section 3.01(a) of the Credit Agreement.
5. Organizational Documents Reviewed. The following organizational documents of Holdings have been obtained and reviewed in connection with this diligence:
(a) Certificate of Incorporation of Greenfield Holdings Corp., as filed with the Delaware Secretary of State, together with any certificates of amendment thereto. The Certificate of Incorporation sets forth the authorized capital stock of Holdings, including the number and class of shares authorized, as well as customary provisions regarding the powers of the board of directors, indemnification of officers and directors, and limitation of liability.
(b) Bylaws of Greenfield Holdings Corp. (as amended, the "Holdings Bylaws"). The Holdings Bylaws govern the internal affairs of Holdings, including the procedures for meetings of directors and stockholders, the appointment and authority of officers, the approval of significant corporate actions, and the execution of contracts and instruments on behalf of the corporation.
(c) Stockholders' Agreement among Greenfield Holdings Corp., the Lindstrom Family Trust, Calloway-Foss Investments LP, and the management equity plan participants (the "Holdings Stockholders' Agreement"). The Holdings Stockholders' Agreement governs the relationship among the equity holders of Holdings, including transfer restrictions, preemptive rights, tag-along and drag-along provisions, board composition and governance rights, and consent requirements for certain material corporate actions.
We are in the process of completing our review of the Holdings Stockholders' Agreement to confirm that it does not contain any provisions that would restrict or prohibit Holdings from entering into the Guaranty Agreement, consenting to the Pledge Agreement, or otherwise participating in the ABL Facility. This is identified as an open item in Section VII of this memorandum.
6. Authorized Signatories. Pursuant to the Holdings Bylaws, the Board of Directors of Holdings has the authority to approve material corporate actions, including the incurrence of guaranty obligations and the execution and delivery of contracts and instruments that bind the corporation. The execution and delivery of the Guaranty Agreement and the related Loan Documents by Holdings as Parent Guarantor will require a resolution of the Board of Directors of Holdings authorizing such action. Such board resolution will need to be prepared and adopted prior to or simultaneously with the closing of the ABL Facility.
The specific officers of Holdings authorized to execute documents on behalf of the corporation are to be confirmed upon completion of our review of the Holdings Bylaws. Based on preliminary review, we anticipate that the President (or CEO) and the Secretary of Holdings are authorized to execute instruments on behalf of the corporation when duly authorized by the Board of Directors. Given the overlap in management between Holdings and GAP, it is likely that Marcus J. Lindstrom (as President or CEO of Holdings) and Nina Vasquez (as Secretary of Holdings) will be the authorized signatories for Holdings.
A secretary's certificate confirming the incumbency and specimen signatures of each officer authorized to execute Loan Documents on behalf of Holdings will be required at closing.
7. Role in Transaction. Holdings serves as the sole member of GAP and is the parent holding company of the Greenfield enterprise group. In the proposed transaction, Holdings will serve as the Parent Guarantor under the Guaranty Agreement, pursuant to which Holdings will unconditionally guarantee the payment and performance of all Obligations of the Borrower under the Credit Agreement and the other Loan Documents in favor of Heartland Commerce Bank, N.A., as Administrative Agent, for the benefit of the Lenders.
The ownership of Holdings' equity is directly relevant to the change of control provisions in the Credit Agreement. As noted in Section II.B above, Section 7.01(l) of the draft Credit Agreement provides that an Event of Default shall occur if the Lindstrom Family Trust ceases to own, directly or indirectly, at least 51% of the issued and outstanding equity interests in Holdings. The current 62% ownership by the Lindstrom Family Trust provides a margin above this threshold, but any dilutive transactions (including, without limitation, the issuance of additional shares under the management equity incentive plan) should be monitored to ensure continued compliance.
C. Greenfield Grain Storage LLC (Subsidiary Guarantor)
1. Formation and Entity Status. Greenfield Grain Storage LLC is a limited liability company organized and existing under the laws of the State of Iowa. GGS was formed pursuant to the Iowa Revised Uniform Limited Liability Company Act (Iowa Code Chapter 489) by the filing of a Certificate of Organization with the Iowa Secretary of State. GGS's federal employer identification number is 84-2093417. The Iowa Secretary of State filing number assigned to GGS has not yet been confirmed; however, our review of the Iowa Secretary of State's online Business Entity Search database, accessed on November 2, 2022, identified GGS as an active entity in the State of Iowa. The filing number will be confirmed and included in the updated version of this memorandum.
Based on the Iowa Secretary of State's records, GGS's status is listed as "Active," and no adverse information regarding GGS's standing was identified. A certificate of good standing from the Iowa Secretary of State will need to be obtained for delivery at closing.
2. Registered Agent. GGS's registered agent in the State of Iowa is Capitol Registered Agents, Inc., located at 221 East Walnut Street, Des Moines, Iowa 50309. This is the same registered agent that serves GAP. The registered agent designation was confirmed as current in the Iowa Secretary of State's online records as of November 2, 2022.
3. Principal Office / Headquarters. GGS maintains its principal office at 4100 Grand Prairie Boulevard, Suite 310, Des Moines, Iowa 50309, which is in the same office building as GAP's headquarters.
4. Foreign Qualifications. GGS operates grain elevator facilities in the State of Iowa. Based on our preliminary review of the organizational documents and discussions with Nina Vasquez, the fourteen (14) grain elevators operated by the Greenfield enterprise group appear to be located primarily in the State of Iowa. However, we have not yet confirmed whether any of GGS's grain elevator or storage facilities are located in the State of Illinois or the State of Indiana, which would require GGS to qualify as a foreign limited liability company in such state(s). This determination will need to be cross-referenced against the Real Property Collateral Schedule to be attached as an exhibit to the Security Agreement and the Mortgage instruments. If any GGS facilities are located outside Iowa, foreign qualification certificates will need to be obtained for closing.
5. Organizational Documents Reviewed. The following organizational documents of GGS have been obtained and reviewed in connection with this diligence:
(a) Operating Agreement (or LLC Agreement) of Greenfield Grain Storage LLC, entered into by Greenfield Agricultural Partners LLC as the sole member (the "GGS Operating Agreement"). The GGS Operating Agreement provides for a manager-managed structure consistent with GAP's governance framework and sets forth the authority of the manager and officers to act on behalf of GGS.
(b) Certificate of Organization of Greenfield Grain Storage LLC, as filed with the Iowa Secretary of State.
Nina Vasquez has represented that no amendments to the Certificate of Organization or the GGS Operating Agreement are outstanding. This will be confirmed in the authorized person's certificate to be delivered at closing.
6. Authorized Signatories. As a wholly owned subsidiary of GAP, GGS is managed by the same management team as GAP. The manager or authorized officers of GGS — who we understand to be Marcus J. Lindstrom, Patricia Calloway, and Nina Vasquez — have authority under the GGS Operating Agreement to execute contracts, agreements, and instruments on behalf of GGS, subject to any approval thresholds set forth in the GGS Operating Agreement and subject to the consent of GAP as the sole member.
A written consent of GAP, acting as the sole member of GGS, will be required to authorize GGS's execution and delivery of the Guaranty Agreement, the Security Agreement (granting a security interest in GGS's personal property collateral, including stored grain inventory, equipment, accounts receivable, and general intangibles), the Pledge Agreement (pursuant to which GAP will pledge 100% of the membership interests in GGS to the Administrative Agent), and the Mortgage instruments (encumbering GGS's real property, including the grain elevator sites). Such written consent should be prepared and executed prior to or simultaneously with the closing.
An authorized person's certificate confirming the incumbency and specimen signatures of each individual authorized to execute Loan Documents on behalf of GGS will be required at closing.
7. Role in Transaction. GGS is a wholly owned subsidiary of GAP and owns and operates the fourteen (14) grain elevator facilities that form a substantial component of the Greenfield enterprise's physical infrastructure. The grain elevators and associated real property contribute to the overall real property collateral value supporting the ABL Facility; the aggregate appraised value of all real property collateral (including both GGS and GCI properties) is approximately $64.8 million.
In the proposed transaction, GGS will serve in the following capacities:
• Subsidiary Guarantor under the Guaranty Agreement, pursuant to which GGS will unconditionally guarantee the payment and performance of all Obligations of the Borrower under the Credit Agreement and the other Loan Documents.
• Grantor under the Security Agreement, granting a first-priority security interest in substantially all of GGS's personal property, including stored grain inventory, grain merchandising accounts, equipment, accounts receivable, deposit accounts, and general intangibles.
• Mortgagor under Iowa Mortgage instruments, encumbering GGS's real property interests in the grain elevator sites located across multiple counties in Iowa. The aggregate appraised value of the GGS real property collateral is a component of the overall $64.8 million real property collateral value.
• Pledged Entity — the membership interests in GGS held by GAP will be pledged by GAP to the Administrative Agent under the Pledge Agreement. Perfection of the pledge will depend on whether the membership interests in GGS are certificated or uncertificated. If the membership interests are certificated, the original certificate(s) will need to be delivered to the Administrative Agent (or its designee) at closing, together with a blank endorsed membership interest power. If the membership interests are uncertificated, perfection will require the filing of a UCC financing statement and/or notation on the books and records of GGS. Confirmation of whether GGS membership interests are certificated or uncertificated is an open item.
D. Greenfield Crop Inputs Inc. (Subsidiary Guarantor)
1. Formation and Entity Status. Greenfield Crop Inputs Inc. is a corporation organized and existing under the laws of the State of Illinois. GCI was incorporated under the Illinois Business Corporation Act of 1983 (805 ILCS 5/) (the "IBCA") by the filing of Articles of Incorporation with the Illinois Secretary of State. The Illinois Secretary of State has assigned File No. 08294731 to GCI. GCI's federal employer identification number is 37-6182049.
Based on a review of the Illinois Secretary of State's online Business Entity Search database, accessed on November 3, 2022, GCI's status is listed as "Active" and in good standing in the records of the Illinois Secretary of State. A certificate of good standing from the Illinois Secretary of State will need to be obtained for delivery at closing.
2. Registered Agent. GCI's registered agent in the State of Illinois is to be confirmed. Our review of the Illinois Secretary of State's online records did not yield a definitive identification of GCI's current registered agent, and the organizational documents provided by Nina Vasquez do not include the most recent registered agent designation. We have requested this information from Nina Vasquez and expect to receive confirmation shortly. The identity and address of GCI's Illinois registered agent will be updated in the revised version of this memorandum.
3. Principal Office / Headquarters. GCI maintains its principal office and distribution center at 780 Commerce Drive, Bloomington, Illinois 61701. This facility serves as both GCI's corporate headquarters and its primary crop-input distribution center. The Bloomington distribution center is proposed to be encumbered by an Illinois Mortgage in favor of the Administrative Agent as part of the real property collateral package.
4. Foreign Qualifications. GCI may conduct business in the States of Iowa and Indiana in connection with its crop-input distribution operations. To the extent that GCI transacts business in Iowa or Indiana (e.g., by maintaining offices, warehouses, or distribution operations in those states, or by soliciting or accepting orders or making deliveries from locations in those states), GCI would be required to qualify as a foreign corporation in such jurisdictions. The foreign qualification status of GCI in Iowa and Indiana has not yet been confirmed and is identified as an open item. If GCI is required to be qualified in either state and has not done so, qualification should be completed prior to closing, or an analysis should be prepared to determine whether the failure to qualify could reasonably be expected to result in a Material Adverse Effect.
5. Organizational Documents Reviewed. The following organizational documents of GCI have been obtained and reviewed in connection with this diligence:
(a) Articles of Incorporation of Greenfield Crop Inputs Inc., as filed with the Illinois Secretary of State, together with any articles of amendment thereto. The Articles of Incorporation set forth the authorized capital stock of GCI, including the number and class of shares authorized, and other customary formation provisions.
(b) Bylaws of Greenfield Crop Inputs Inc. (as amended, the "GCI Bylaws"). The GCI Bylaws govern the internal affairs of GCI, including the procedures for meetings of directors and stockholders, the appointment and authority of officers, and the approval of material corporate actions.
(c) Stock certificates and stock ledger of GCI. The stock certificates and stock ledger have been reviewed to confirm that GAP holds one hundred percent (100%) of the issued and outstanding shares of capital stock of GCI. This ownership confirmation is essential for purposes of the Pledge Agreement, pursuant to which GAP will pledge all such shares to the Administrative Agent.
Nina Vasquez has represented that no amendments to the Articles of Incorporation or the GCI Bylaws are outstanding, other than those already provided. This representation will be confirmed in the secretary's certificate to be delivered at closing.
6. Authorized Signatories. Pursuant to the GCI Bylaws, the Board of Directors of GCI (which is appointed by GAP as the sole stockholder) has the authority to approve material corporate actions, including the incurrence of guaranty and security obligations and the execution and delivery of instruments that bind the corporation. The execution and delivery of the Guaranty Agreement, the Security Agreement, and the Illinois Mortgage by GCI will require a resolution of the Board of Directors of GCI authorizing such actions. Such board resolution may be adopted by written consent in lieu of a meeting, with GAP acting as the sole stockholder providing any required stockholder approval.
The specific officers of GCI authorized to execute documents on behalf of the corporation are to be confirmed upon completion of our review of the GCI Bylaws. Based on the overlap in management between GCI and GAP, it is likely that the same individuals serving as officers of GAP (Marcus J. Lindstrom, Patricia Calloway, Nina Vasquez) also serve as officers and/or directors of GCI and will serve as authorized signatories.
A secretary's certificate confirming the incumbency and specimen signatures of each officer authorized to execute Loan Documents on behalf of GCI will be required at closing.
7. Role in Transaction. GCI is a wholly owned subsidiary of GAP and operates the crop-input distribution business of the Greenfield enterprise group. GCI distributes seed, fertilizer, and crop protection chemicals to agricultural producers across the Midwest, and its accounts receivable constitute a significant component of the borrowing base under the ABL Facility. GCI's inventory of crop inputs also represents a material portion of the inventory component of the borrowing base.
In the proposed transaction, GCI will serve in the following capacities:
• Subsidiary Guarantor under the Guaranty Agreement, pursuant to which GCI will unconditionally guarantee the payment and performance of all Obligations of the Borrower under the Credit Agreement and the other Loan Documents.
• Grantor under the Security Agreement, granting a first-priority security interest in substantially all of GCI's personal property, including accounts receivable, crop-input inventory (seed, fertilizer, crop protection chemicals), equipment, deposit accounts, and general intangibles. GCI's accounts receivable are expected to be a significant contributor to the borrowing base calculation under the ABL Facility.
• Mortgagor under an Illinois Mortgage instrument, encumbering the real property located at 780 Commerce Drive, Bloomington, McLean County, Illinois 61701, which serves as GCI's principal distribution center. The Bloomington property is part of the overall real property collateral package.
• Pledged Entity — one hundred percent (100%) of the issued and outstanding shares of capital stock of GCI will be pledged by GAP to the Administrative Agent under the Pledge Agreement. Perfection of the pledge will be accomplished through delivery of the original stock certificate(s) for GCI, endorsed in blank or accompanied by duly executed stock powers, to the Administrative Agent (or its designee) at closing. The stock certificates for GCI will need to be obtained from Nina Vasquez and delivered as part of the closing deliverables.
IV. Good Standing and Qualification Certificates — Status and Closing Requirements
The following table summarizes the good standing and qualification certificates that will need to be obtained and delivered in connection with the closing of the ABL Facility. All certificates should be dated no more than thirty (30) days prior to the anticipated closing date, as required by standard conditions precedent in the draft Credit Agreement (Section 4.01(a)(iv)):
With respect to timing, we note that processing times for certificates of good standing vary by jurisdiction. The Iowa Secretary of State generally processes certificate requests within three to five business days for expedited service. The Delaware Division of Corporations offers same-day and 24-hour expedited service for an additional fee, which we recommend utilizing given the importance of this deliverable. The Illinois Secretary of State generally processes requests within five to seven business days for expedited service. We will coordinate the timing of certificate requests with the anticipated closing timeline once a target closing date is established.
V. Organizational Document Delivery Checklist
The following checklist summarizes the organizational documents and related deliverables that must be assembled and delivered at or prior to closing in satisfaction of the conditions precedent set forth in Article IV of the draft Credit Agreement. The status of each item is indicated as of the date of this memorandum.
We will coordinate with KBW regarding the Lenders' specific requirements for the format and content of each of the foregoing deliverables. In our experience, administrative agents in ABL transactions typically require that the secretary's or authorized person's certificate be in a form substantially similar to the form attached as an exhibit to the Credit Agreement (see Exhibit D to the draft Credit Agreement). We will prepare initial drafts of each certificate and circulate them to KBW for review and comment.
VI. Authorization Analysis — Key Considerations
A. Member/Stockholder Approval Thresholds
The following analysis summarizes the approval requirements applicable to each Loan Party in connection with its execution and delivery of the Loan Documents:
Greenfield Agricultural Partners LLC (Borrower). The GAP Operating Agreement governs the authority of GAP's officers and its sole member (Holdings) with respect to the incurrence of indebtedness and the granting of liens on GAP's assets. Preliminary review of the GAP Operating Agreement indicates that the CEO and CFO have broad authority to execute documents on behalf of GAP, subject to aggregate transaction thresholds set forth in Section 8.04 of the GAP Operating Agreement. We are in the process of confirming the specific dollar threshold applicable to the incurrence of indebtedness. Given the magnitude of the $80,000,000 ABL Facility, we anticipate that the written consent of Holdings as the sole member will be required to authorize this transaction. Assuming such consent is obtained, there do not appear to be any additional organizational impediments to GAP's authorization of the Loan Documents.
Greenfield Holdings Corp. (Parent Guarantor). The Holdings Bylaws vest the Board of Directors with authority to approve material corporate actions, including the guaranty of obligations of subsidiaries. A board resolution specifically authorizing Holdings' execution and delivery of the Guaranty Agreement and related Loan Documents will be required. We are analyzing whether stockholder approval is also required under the DGCL or the Certificate of Incorporation. Under Delaware law, the guaranty of subsidiary obligations is generally within the business judgment of the board of directors and does not require separate stockholder approval, provided the guaranty is consistent with the corporation's business purposes as set forth in the Certificate of Incorporation. The Holdings Certificate of Incorporation contains broad purpose and powers provisions that we believe are sufficient to encompass the proposed guaranty. However, we will confirm whether the Holdings Stockholders' Agreement contains any consent rights or approval requirements applicable to guaranty obligations or the grant of liens on Holdings' assets (if any). If the Holdings Stockholders' Agreement requires the consent of one or more stockholder groups for this type of transaction, such consent will need to be obtained prior to closing.
Greenfield Grain Storage LLC (Subsidiary Guarantor). As a wholly owned subsidiary of GAP, GGS's authorization requirements are straightforward. The manager or authorized officers of GGS have authority under the GGS Operating Agreement to execute the Loan Documents on behalf of GGS, subject to the written consent of GAP as the sole member. GAP's consent, acting through its duly authorized officers (who will themselves have been authorized by Holdings' consent), will constitute sufficient authorization for GGS to enter into the Guaranty Agreement, the Security Agreement, the Pledge Agreement (as a pledged entity), and the Mortgage instruments.
Greenfield Crop Inputs Inc. (Subsidiary Guarantor). Similarly, as a wholly owned subsidiary of GAP, GCI's authorization requirements are straightforward. A resolution of GCI's Board of Directors (appointed by GAP as the sole stockholder), adopted by unanimous written consent, will authorize GCI's execution and delivery of the Guaranty Agreement, the Security Agreement, and the Illinois Mortgage. GAP, as the sole stockholder of GCI, will provide any required stockholder consent by written action in lieu of a meeting.
B. No Conflicts
As part of our diligence review, we are confirming that the execution and delivery of the Loan Documents by each Loan Party will not conflict with or result in a breach or violation of any provision of any organizational document of such Loan Party. Specifically, we are reviewing:
(a) The GAP Operating Agreement, to confirm that the incurrence of $80,000,000 in revolving credit indebtedness and the granting of liens on substantially all of GAP's assets do not violate any negative covenants, restrictions on indebtedness, or limitations on the authority of officers contained therein;
(b) The Holdings Certificate of Incorporation, Bylaws, and Stockholders' Agreement, to confirm that the guaranty of subsidiary obligations and the subjection of Holdings to the covenants and obligations contained in the Loan Documents do not conflict with any provision thereof, and specifically to confirm that the Holdings Stockholders' Agreement does not contain any restrictions on guaranty obligations, pledge obligations, or change of control provisions that would be triggered by or inconsistent with the terms of the Credit Agreement;
(c) The GGS Operating Agreement, to confirm that the guaranty, security, and mortgage obligations to be assumed by GGS do not conflict with any provision thereof; and
(d) The GCI Articles of Incorporation and Bylaws, to confirm that the guaranty, security, and mortgage obligations to be assumed by GCI do not conflict with any provision thereof.
Based on our preliminary review, we have not identified any organizational document provisions that would conflict with or prohibit the execution and delivery of the Loan Documents. However, our review of the Holdings Stockholders' Agreement is not yet complete, and final confirmation on this point is pending. This is identified as an open item in Section VII below.
C. Existing Indebtedness and Lien Authorizations
Our diligence review has identified the following existing indebtedness and lien obligations that are relevant to the authorization analysis and the closing of the ABL Facility:
Existing Prairie National Bank Facility. GAP is currently the borrower under an existing $55,000,000 revolving credit facility with Prairie National Bank, N.A. ("PNB"), pursuant to a Credit Agreement dated as of April 1, 2018, as amended by a First Amendment dated November 15, 2019 and a Second Amendment dated June 30, 2021 (collectively, the "PNB Credit Agreement"). The PNB Credit Agreement has a stated maturity date of March 31, 2023, and the outstanding balance under the PNB facility as of September 30, 2022 was $38,750,000.
Existing PNB UCC Filings. PNB holds perfected security interests in the personal property of the Loan Parties, evidenced by UCC financing statements filed with the Iowa Secretary of State under Filing Nos. 2018-0041729 and 2018-0041730, both filed on April 2, 2018. These financing statements cover substantially all personal property of GAP and GGS (and potentially GCI, though this requires confirmation). The existing PNB UCC filings must be terminated in connection with the payoff and release of the PNB facility.
Existing PNB Mortgages. PNB holds mortgage liens on real property owned by the Loan Parties, recorded in the following jurisdictions: Polk County, Iowa; McLean County, Illinois; and eight (8) additional Iowa counties (the specific counties to be confirmed against the Real Property Collateral Schedule). These mortgages must be released and satisfied of record in connection with the payoff and release of the PNB facility.
Payoff and Release as Condition Precedent. The payoff in full of all outstanding obligations under the PNB Credit Agreement and the release and termination of all PNB liens (including UCC termination statements and mortgage releases/satisfactions) are conditions precedent to the closing of the HCB ABL Facility, as set forth in Section 4.01(b)(iii) of the draft Credit Agreement. We will coordinate with PNB's counsel to obtain payoff letters, UCC-3 termination statements, and mortgage release instruments for delivery at closing.
For a detailed analysis of the existing UCC filings and lien landscape, please refer to the separate UCC Search Summary and Lien Analysis Memorandum being prepared concurrently by C&H.
VII. Open Items and Action Items
The following is a summary of outstanding items that must be resolved prior to the closing of the ABL Facility. Each item has been assigned to the responsible party, and target completion dates will be established once a closing timeline is agreed upon with the Lenders and KBW:
1. Certified Formation Documents. Obtain certified copies of the Certificate of Organization (GAP and GGS) and Certificate of Incorporation (Holdings and GCI) from the applicable Secretaries of State (Iowa, Delaware, and Illinois) for delivery at closing. Responsible: Daniel Obi / Calderwood & Harkness.
2. Good Standing Certificates. Obtain certificates of good standing for all Loan Parties in their respective formation jurisdictions and foreign qualification jurisdictions, dated within thirty (30) days of the closing date. Specifically: (a) GAP — Iowa, Illinois, and Indiana; (b) Holdings — Delaware; (c) GGS — Iowa; and (d) GCI — Illinois (and Iowa and Indiana, if applicable). Responsible: Daniel Obi / Calderwood & Harkness.
3. GGS Filing Number. Confirm the Iowa Secretary of State filing number for Greenfield Grain Storage LLC and update the entity summary table. Responsible: Daniel Obi, with assistance from Nina Vasquez.
4. GCI Registered Agent. Confirm the identity and address of GCI's registered agent in the State of Illinois from organizational documents and/or the Illinois Secretary of State's records. Responsible: Daniel Obi, with assistance from Nina Vasquez.
5. Foreign Qualification Confirmations. Confirm the foreign qualification status of: (a) GAP in Illinois and Indiana; (b) GCI in Iowa and Indiana; and (c) Holdings in Iowa (or confirm that Holdings is exempt from Iowa foreign qualification requirements). If any required qualifications are not in place, initiate the qualification process promptly. Responsible: Daniel Obi / Calderwood & Harkness, with input from Nina Vasquez.
6. GGS Membership Interest Certificates. Confirm whether the membership interests in GGS are certificated or uncertificated. If certificated, obtain the original membership interest certificate(s) from Nina Vasquez for delivery to the Administrative Agent at closing with blank endorsed membership interest powers. If uncertificated, coordinate with KBW regarding UCC filing and books-and-records notation procedures for perfection of the pledge. Responsible: Daniel Obi, with assistance from Nina Vasquez.
7. Resolutions and Consents. Prepare or review the form of member/stockholder written consent and board resolutions for each Loan Party authorizing the execution and delivery of all Loan Documents, including the Credit Agreement, Guaranty Agreement, Security Agreement, Pledge Agreement, Mortgages, UCC financing statements, and all ancillary instruments and certificates. Specifically: (a) written consent of Holdings as sole member of GAP; (b) board resolution of Holdings (and stockholder consent, if required); (c) written consent of GAP as sole member of GGS; and (d) board resolution of GCI (with GAP as sole stockholder acting by written consent). Responsible: Daniel Obi and Sophie Tremblay / Calderwood & Harkness, with coordination with Nina Vasquez.
8. Secretary's / Authorized Person's Certificates. Prepare forms of secretary's or authorized person's certificates with incumbency and specimen signatures for each Loan Party, confirming organizational documents, resolutions, incumbency, and good standing. Circulate drafts to KBW for review and comment. Responsible: Daniel Obi / Calderwood & Harkness.
9. Holdings Stockholders' Agreement Review. Complete review of the Holdings Stockholders' Agreement to confirm that no provisions therein restrict or prohibit the proposed guaranty, pledge, or change of control provisions in the Credit Agreement. Particular attention should be paid to any consent requirements, transfer restrictions, or negative covenants that could be implicated by the ABL Facility. Responsible: Sophie Tremblay / Calderwood & Harkness.
10. Organizational Document Amendments. Coordinate with Nina Vasquez to confirm that all amendments to organizational documents of each Loan Party have been provided to C&H for review and that no additional amendments are pending or contemplated. Responsible: Daniel Obi, with assistance from Nina Vasquez.
11. Lender's Counsel Coordination. Coordinate with Kessler, Brandt & Whitfield LLP regarding the Lenders' specific requirements for organizational document deliverables, including the form and content of secretary's certificates, the scope of resolutions, and any additional documentation that the Administrative Agent may require in connection with the closing. Responsible: Sophie Tremblay and Daniel Obi / Calderwood & Harkness.
VIII. Conclusion
Based on the review conducted to date, each Loan Party appears to be duly organized, validly existing, and in good standing in its respective jurisdiction of formation, as reflected in the records of the applicable Secretary of State and the organizational documents provided by Nina Vasquez. Specifically:
• Greenfield Agricultural Partners LLC is a duly organized Iowa limited liability company, active and in good standing per Iowa Secretary of State records, with organizational documents that provide a clear framework for officer authority and member governance.
• Greenfield Holdings Corp. is a duly organized Delaware corporation, active and in good standing per Delaware Division of Corporations records, with a Certificate of Incorporation and Bylaws that vest the Board of Directors with appropriate authority over material corporate actions.
• Greenfield Grain Storage LLC is a duly organized Iowa limited liability company, active per Iowa Secretary of State records, with organizational documents consistent with its role as a wholly owned operating subsidiary of GAP.
• Greenfield Crop Inputs Inc. is a duly organized Illinois corporation, active and in good standing per Illinois Secretary of State records, with Articles of Incorporation and Bylaws consistent with its role as a wholly owned operating subsidiary of GAP.
Subject to the completion of the open items listed in Section VII above — including, without limitation, the confirmation of foreign qualification status, the preparation and execution of authorizing resolutions and consents, the completion of our review of the Holdings Stockholders' Agreement, and the receipt of outstanding filing numbers and registered agent information — there do not appear to be any organizational impediments to the execution and delivery of the proposed Loan Documents by the Loan Parties.
Final confirmation of the due organization, valid existence, good standing, and due authorization of each Loan Party will be set forth in the borrower's counsel legal opinion to be delivered by Calderwood & Harkness LLP at the closing of the ABL Facility, in the form required by Section 4.01(a)(vi) of the Credit Agreement. The scope of such legal opinion will be discussed separately with Ian Blackwood and Sophie Tremblay, and a draft opinion letter will be circulated to KBW for review in advance of closing.
This memorandum should be updated upon receipt of the outstanding items identified herein and as the closing date approaches. Any material changes to the status, good standing, organizational documents, or authority of any Loan Party identified between the date hereof and the closing date will be reported promptly to the deal team.
Prepared by: Daniel Obi, Working Associate, Calderwood & Harkness LLP
Reviewed by: Sophie Tremblay, Lead Associate, Calderwood & Harkness LLP
Distribution: Ian Blackwood, Partner; Stephanie Okafor, Paralegal (internal only — attorney work product)
Matter No.: 1020-00001
Billing Code: GAPABF-2022
This memorandum is protected by the attorney-client privilege and the attorney work product doctrine. It is intended solely for internal use by Calderwood & Harkness LLP attorneys and staff working on the above-referenced matter. Do not distribute, copy, or disclose without authorization.
Full Legal Name | Short Name | Entity Type | Jurisdiction of Formation | EIN | State Filing No. | Registered Agent | Headquarters Address | Role in Transaction
Greenfield Agricultural Partners LLC | GAP; Greenfield | Iowa limited liability company | Iowa | 47-3918265 | Iowa SOS Filing No. 622847 | Capitol Registered Agents, Inc., 221 East Walnut Street, Des Moines, Iowa 50309 | 4100 Grand Prairie Boulevard, Suite 300, Des Moines, Iowa 50309 | Borrower
Greenfield Holdings Corp. | Holdings | Delaware corporation | Delaware | 82-5047391 | Delaware SOS File No. 7291538 | National Corporate Services Inc., 1209 Orange Street, Wilmington, Delaware 19801 | 1209 Orange Street, Wilmington, Delaware 19801 (registered address) | Parent Guarantor
Greenfield Grain Storage LLC | GGS | Iowa limited liability company | Iowa | 84-2093417 | Iowa SOS Filing No. — to be confirmed | Capitol Registered Agents, Inc., 221 East Walnut Street, Des Moines, Iowa 50309 | 4100 Grand Prairie Boulevard, Suite 310, Des Moines, Iowa 50309 | Subsidiary Guarantor
Greenfield Crop Inputs Inc. | GCI | Illinois corporation | Illinois | 37-6182049 | Illinois SOS File No. 08294731 | To be confirmed from organizational documents and Illinois SOS records | 780 Commerce Drive, Bloomington, Illinois 61701 | Subsidiary Guarantor
Entity | Jurisdiction | Certificate Type | Status | Notes
GAP | Iowa (formation) | Certificate of Good Standing | To be obtained within 10 business days of closing | Formation state; Iowa SOS online records confirm active status as of November 2, 2022
GAP | Illinois (foreign) | Certificate of Good Standing / Certificate of Authority | To be obtained | Foreign qualification state; preliminary confirmation of qualification obtained from Illinois SOS records
GAP | Indiana (foreign) | Certificate of Good Standing / Certificate of Authority | To be obtained | Foreign qualification state; preliminary confirmation of qualification obtained from Indiana SOS records
Holdings | Delaware (formation) | Certificate of Good Standing | To be obtained | Formation state; long-form certificate recommended to confirm that all franchise taxes are current
GGS | Iowa (formation) | Certificate of Good Standing | To be obtained | Formation state; Iowa SOS online records confirm active status as of November 2, 2022; filing number to be confirmed
GCI | Illinois (formation) | Certificate of Good Standing | To be obtained | Formation state; Illinois SOS online records confirm active status as of November 3, 2022
GCI | Iowa (foreign, if applicable) | Certificate of Good Standing / Certificate of Authority | To be confirmed w

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