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GUARANTY AGREEMENT

DRAFT — November 4, 2022 Prepared by Calderwood & Harkness LLP

GUARANTY AGREEMENT

GREENFIELD HOLDINGS CORP.,

GREENFIELD GRAIN STORAGE LLC,

and

GREENFIELD CROP INPUTS INC.,

as Guarantors,

in favor of

HEARTLAND COMMERCE BANK, NATIONAL ASSOCIATION,

as Administrative Agent,

for the benefit of the Secured Parties

In connection with that certain Credit Agreement dated as of [●], 2022, among Greenfield Agricultural Partners LLC, as Borrower, the Guarantors party thereto, the Lenders party thereto, and Heartland Commerce Bank, National Association, as Administrative Agent and Collateral Agent

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GUARANTY AGREEMENT

This GUARANTY AGREEMENT (this "Guaranty") is dated as of [●], 2022, and is made by each of the undersigned guarantors identified on the signature pages hereto (each, a "Guarantor" and collectively, the "Guarantors"), in favor of HEARTLAND COMMERCE BANK, NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America ("HCB"), in its capacity as administrative agent (in such capacity, together with its successors and assigns in such capacity, the "Administrative Agent") under the Credit Agreement (as defined below), for the ratable benefit of the Secured Parties (as defined below).

RECITALS

A. Greenfield Agricultural Partners LLC, an Iowa limited liability company (the "Borrower" or "GAP"), with its principal executive offices located at 4100 Grand Prairie Boulevard, Suite 300, Des Moines, Iowa 50309, has entered into that certain Credit Agreement dated as of [●], 2022 (as the same may be amended, restated, supplemented, replaced, or otherwise modified from time to time, the "Credit Agreement"), among the Borrower, the Guarantors from time to time party thereto, the Lenders from time to time party thereto, and Heartland Commerce Bank, National Association, as Administrative Agent and Collateral Agent, pursuant to which the Lenders have agreed to provide an $80,000,000 senior secured asset-based revolving credit facility (the "Revolving Credit Facility") to the Borrower, subject to the terms and conditions set forth therein.

B. The Guarantors under this Guaranty are each affiliated with the Borrower and consist of the following entities:

(i) Greenfield Holdings Corp., a corporation duly organized and validly existing under the laws of the State of Delaware ("Holdings"), with its registered address at 1209 Orange Street, Wilmington, Delaware 19801 (c/o National Corporate Services Inc.), is the sole member and one hundred percent (100%) owner of all of the membership interests in the Borrower. Holdings is in turn owned sixty-two percent (62%) by the Lindstrom Family Trust, twenty-eight percent (28%) by Calloway-Foss Investments LP, and ten percent (10%) by participants in the management equity incentive plan.

(ii) Greenfield Grain Storage LLC, an Iowa limited liability company ("GGS"), with its principal offices located at 4100 Grand Prairie Boulevard, Suite 310, Des Moines, Iowa 50309, is a wholly owned subsidiary of the Borrower. GGS owns and operates fourteen (14) grain elevator facilities located across the State of Iowa, through which it provides grain receiving, conditioning, storage, and merchandising services to the Borrower and its agricultural producer customers.

(iii) Greenfield Crop Inputs Inc., a corporation duly organized and validly existing under the laws of the State of Illinois ("GCI"), with its principal offices located at 780 Commerce Drive, Bloomington, Illinois 61701, is a wholly owned subsidiary of the Borrower. GCI operates the Borrower's crop-input distribution business, including the sale and distribution of seed, fertilizer, and crop protection chemicals to agricultural producers throughout Iowa, Illinois, and Indiana.

Each of Holdings, GGS, and GCI is referred to herein individually as a "Guarantor" and collectively as the "Guarantors."

C. The Lenders under the Credit Agreement consist of the following financial institutions, with their respective commitment amounts and pro rata shares:

D. The proceeds of the Revolving Credit Facility are to be used by the Borrower to (i) refinance and repay in full the existing $55,000,000 revolving credit facility with Prairie National Bank, N.A. (the "Existing Credit Facility"), (ii) fund seasonal working capital needs of the Borrower and its subsidiaries in the ordinary course of business, and (iii) for general corporate purposes of the Borrower and its subsidiaries, in each case in accordance with and subject to the terms and conditions set forth in the Credit Agreement.

E. Each Guarantor will derive substantial direct and indirect benefit from the extensions of credit made to the Borrower under the Credit Agreement and the other Loan Documents. Holdings, as the sole equity owner of the Borrower, will benefit from the enhanced financial position and operational capacity of the Borrower resulting from the availability of the Revolving Credit Facility. GGS and GCI, as operating subsidiaries of the Borrower, will benefit from the Borrower's centralized treasury and working capital management functions, which rely upon the availability of borrowings under the Revolving Credit Facility to fund day-to-day operations, inventory purchases, trade payables, and seasonal cash flow requirements across the consolidated enterprise.

F. It is a condition precedent to the obligation of the Lenders to make loans and other extensions of credit to the Borrower under the Credit Agreement that each Guarantor execute and deliver this Guaranty Agreement in favor of the Administrative Agent, for the ratable benefit of the Secured Parties.

G. Concurrently with the execution and delivery of this Guaranty, the Borrower and certain of the Guarantors are entering into the following companion Loan Documents, each dated as of the date hereof: (i) that certain Security Agreement among the Borrower, the Guarantors, and the Collateral Agent, pursuant to which the Borrower and each Guarantor have granted a first-priority security interest in substantially all of their respective personal property assets; (ii) that certain Pledge Agreement by Holdings in favor of the Collateral Agent, pursuant to which Holdings has pledged all of its membership interests in the Borrower; (iii) Mortgages in the forms required under Iowa and Illinois law encumbering certain real property owned by the Borrower and GGS in Iowa and by GCI in Illinois; (iv) Deposit Account Control Agreements with respect to certain deposit accounts maintained by the Borrower and the Guarantors; and (v) an Assignment of Insurance with respect to certain insurance policies maintained by the Borrower and the Guarantors (collectively, together with this Guaranty and all other agreements, instruments, and documents executed and delivered in connection with the Credit Agreement, the "Loan Documents"). The foregoing Loan Documents collectively secure all of the Guaranteed Obligations (as defined herein).

NOW, THEREFORE, in consideration of the premises, and in order to induce the Lenders to make loans and other extensions of credit to the Borrower under the Credit Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by each Guarantor, each Guarantor hereby agrees as follows:

ARTICLE I — DEFINITIONS

Section 1.01 — Defined Terms

As used in this Guaranty, the following terms shall have the meanings set forth below:

"Administrative Agent" means Heartland Commerce Bank, National Association, a national banking association, in its capacity as administrative agent under the Credit Agreement, together with its successors and assigns in such capacity.

"Borrower" means Greenfield Agricultural Partners LLC, an Iowa limited liability company, together with its permitted successors and assigns.

"Collateral Agent" means Heartland Commerce Bank, National Association, a national banking association, in its capacity as collateral agent under the Credit Agreement and the Security Documents, together with its successors and assigns in such capacity.

"Credit Agreement" means that certain Credit Agreement dated as of [●], 2022, among the Borrower, the Guarantors from time to time party thereto, the Lenders from time to time party thereto, and the Administrative Agent, as the same may be amended, restated, amended and restated, supplemented, replaced, refinanced, or otherwise modified from time to time in accordance with the terms thereof.

"Guaranteed Obligations" means all Obligations (as defined in the Credit Agreement), including, without limitation, (a) all principal amounts of all loans and other extensions of credit made or to be made under the Credit Agreement, (b) all interest thereon (including, without limitation, all interest that accrues after the commencement of any proceeding of the Borrower or any Guarantor under the Bankruptcy Code or any other insolvency, bankruptcy, reorganization, or similar law, regardless of whether or not such interest is allowed as a claim in such proceeding) (c) all fees payable under the Credit Agreement and the other Loan Documents, including, without limitation, the upfront fee of $400,000, the annual administrative agent fee of $75,000, unused line fees accruing at a rate of 0.375% per annum on the daily unused portion of the aggregate commitments, letter of credit fees accruing at the applicable margin plus a 0.125% fronting fee, and all other fees and charges described therein, (d) all premiums, if any, (e) all reimbursement obligations under or in connection with any letters of credit issued under the Credit Agreement, (f) all indemnification obligations of the Borrower or any Guarantor under the Credit Agreement or any other Loan Document, (g) all expenses, costs, and other amounts of whatever nature, whether now existing or hereafter arising, whether direct or indirect, absolute or contingent, due or to become due, arising under or in connection with the Credit Agreement, the Notes (if any), the Security Documents, and each other Loan Document, and (h) all costs and expenses (including, without limitation, reasonable and documented attorneys' fees and expenses) incurred by the Administrative Agent, the Collateral Agent, or any Lender in connection with the enforcement of any of their rights and remedies under the Credit Agreement, this Guaranty, or any other Loan Document.

"Guarantor" and "Guarantors" have the meanings set forth in the preamble and the recitals hereto and include each additional Person that becomes a party hereto by execution and delivery of a Joinder Agreement in the form attached hereto as Exhibit A.

"Guaranty" means this Guaranty Agreement, as the same may be amended, restated, supplemented, or otherwise modified from time to time.

"Lenders" means the lenders from time to time party to the Credit Agreement, which, as of the date hereof, consist of Heartland Commerce Bank, N.A., Meridian Agricultural Credit Corporation, and Tallgrass Capital Fund II, LP, together with their respective successors and assigns.

"Loan Documents" means the Credit Agreement, this Guaranty Agreement, the Security Agreement, the Pledge Agreement, the Mortgages (in Iowa and Illinois forms), the Deposit Account Control Agreements, the Assignment of Insurance, and all other agreements, instruments, certificates, and documents executed and delivered by the Borrower, any Guarantor, or any other Person in connection therewith, in each case as the same may be amended, restated, supplemented, or otherwise modified from time to time.

"Secured Parties" means, collectively, the Administrative Agent, the Collateral Agent, the Lenders, and each other Person to whom any Guaranteed Obligation is owed under or in connection with the Credit Agreement or any other Loan Document.

"Subordinated Obligations" has the meaning set forth in Section 2.09.

All capitalized terms used but not otherwise defined in this Guaranty shall have the meanings assigned to such terms in the Credit Agreement, including, without limitation, the following terms: "Bankruptcy Code," "Borrowing Base," "Default," "Event of Default," "Excess Availability," "Fixed Charge Coverage Ratio," "Joinder Agreement," "Material Adverse Effect," "Notes," "Obligations," "Person," "Pledge Agreement," "Required Lenders," "Security Agreement," "Security Documents," "Trigger Period," and "UCC."

Section 1.02 — Rules of Construction

(a) Unless the context otherwise requires, all references herein to the Credit Agreement shall include all schedules, exhibits, annexes, and amendments thereto, and all documents, instruments, and agreements executed and delivered pursuant thereto or in connection therewith.

(b) Unless otherwise specified, all references to Sections, Articles, Exhibits, and Schedules shall be deemed to refer to Sections and Articles of, and Exhibits and Schedules to, this Guaranty.

(c) The headings and captions contained in this Guaranty are included for convenience of reference only and shall not be given any substantive effect in the construction or interpretation of this Guaranty.

(d) The words "hereof," "herein," "hereby," "hereunder," and similar terms refer to this Guaranty as a whole and not to any particular provision of this Guaranty.

(e) The words "include," "includes," and "including" shall be deemed to be followed by the phrase "without limitation."

(f) References to any statute, law, rule, or regulation shall include all statutory and regulatory provisions consolidating, amending, replacing, supplementing, or interpreting such statute, law, rule, or regulation.

(g) References to the Uniform Commercial Code or the "UCC" shall mean the Uniform Commercial Code as in effect from time to time in the State of Iowa, the State of Illinois, or the State of Delaware, as applicable to the respective Guarantor's jurisdiction of organization and as the context may require; provided that, if by reason of mandatory provisions of law, the perfection, the effect of perfection or non-perfection, or the priority of a security interest in any collateral is governed by the Uniform Commercial Code as in effect in a jurisdiction other than the State of Iowa, the State of Illinois, or the State of Delaware, as applicable, then "UCC" shall mean the Uniform Commercial Code as in effect from time to time in such other jurisdiction for purposes of the provisions hereof relating to such perfection, effect of perfection or non-perfection, or priority.

(h) References to any Person shall include such Person's successors and permitted assigns.

(i) Words importing the singular number include the plural number and vice versa.

ARTICLE II — GUARANTY

Section 2.01 — Guaranty of the Guaranteed Obligations

Each Guarantor hereby irrevocably, absolutely, and unconditionally guarantees, jointly and severally with each other Guarantor, to the Administrative Agent, for the ratable benefit of each of the Secured Parties, the prompt and complete payment and performance when due (whether at stated maturity, by required prepayment, by acceleration, by mandatory prepayment, or otherwise) of all Guaranteed Obligations. This Guaranty constitutes a guaranty of payment and performance and not merely a guaranty of collection. Each Guarantor agrees that the Guaranteed Obligations may be extended, renewed, or modified, in whole or in part, without notice to or further assent from such Guarantor, and that such Guarantor shall remain bound upon this Guaranty notwithstanding any such extension, renewal, or modification. The liability of each Guarantor under this Guaranty is unlimited in amount, subject only to the limitation set forth in Section 2.10 hereof, and extends to the full amount of the Guaranteed Obligations, including the full $80,000,000 commitment amount under the Revolving Credit Facility, together with all accrued and unpaid interest, fees (including all upfront fees, administrative agent fees, unused line fees, letter of credit fees, and all other fees described in the Credit Agreement), expenses, indemnification obligations, and all other amounts constituting Guaranteed Obligations.

Section 2.02 — Unconditional Nature of Obligations

The obligations of each Guarantor under this Guaranty are absolute, irrevocable, and unconditional, irrespective of the value, genuineness, validity, regularity, or enforceability of the Credit Agreement, any other Loan Document, or any other agreement or instrument referred to therein, or any substitution, release, impairment, or exchange of any collateral or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge of, or defense to, a surety or guarantor, it being the intent of this Section 2.02 that the obligations of each Guarantor hereunder shall be absolute, irrevocable, and unconditional under any and all circumstances. Without limiting the generality of the foregoing, the obligations of each Guarantor hereunder shall not be released, discharged, or otherwise affected by any of the following:

(a) the genuineness, validity, regularity, or enforceability of the Credit Agreement or any other Loan Document, or any provision thereof, or the genuineness, validity, or enforceability of any Guaranteed Obligation;

(b) any modification, amendment, supplement, extension, renewal, acceleration, waiver, or consent with respect to any provision of the Credit Agreement, any other Loan Document, or any Guaranteed Obligation, whether or not any Guarantor shall have notice or knowledge thereof;

(c) the existence, value, condition, loss, impairment, or diminution in value of, or any failure to create, perfect, maintain, or realize upon, any collateral or security for any of the Guaranteed Obligations, including, without limitation, the approximately $64,800,000 in appraised real property, the borrowing base collateral, and all personal property pledged under the Security Agreement and the other Security Documents;

(d) any defense, set-off, counterclaim, recoupment, or other right that the Borrower or any other Person may have or assert against the Administrative Agent, any Lender, or any other Secured Party, whether in connection with this Guaranty, the Credit Agreement, any other Loan Document, or any unrelated transaction;

(e) any change in the corporate existence, structure, ownership, or organizational form of the Borrower or any Guarantor, including, without limitation, any merger, consolidation, dissolution, liquidation, conversion, or reorganization;

(f) the insolvency, bankruptcy, receivership, reorganization, assignment for the benefit of creditors, or any similar proceeding affecting the Borrower, any Guarantor, or any of their respective assets;

(g) any release or discharge (whether by operation of law or otherwise) of the Borrower from any Guaranteed Obligation, except to the extent arising from the indefeasible payment in full in cash of such Guaranteed Obligation;

(h) any failure or delay on the part of the Administrative Agent or any Secured Party to assert any claim or demand or to exercise or enforce any right or remedy against the Borrower, any Guarantor, or any other Person under the provisions of the Credit Agreement, any other Loan Document, or otherwise;

(i) any law, regulation, decree, or order of any jurisdiction, or any event, affecting any term of any Guaranteed Obligation, the Credit Agreement, or any other Loan Document;

(j) any other act, omission, event, or circumstance that might otherwise constitute a legal or equitable discharge of, or defense to, a surety or guarantor (other than the indefeasible payment in full in cash of all Guaranteed Obligations and the termination of all commitments under the Credit Agreement).

Section 2.03 — Continuing Guaranty

This Guaranty is a continuing guaranty and shall remain in full force and effect until all Guaranteed Obligations have been indefeasibly paid in full in cash, all letters of credit have been terminated or cash collateralized, and all commitments of the Lenders under the Credit Agreement have been irrevocably terminated. This Guaranty shall not be affected, modified, or impaired by any state of facts or the happening of any event and shall continue to be in full force and effect with respect to any Guaranteed Obligations arising or incurred after any attempt to revoke or terminate this Guaranty, unless and until all Guaranteed Obligations shall have been indefeasibly paid in full in cash and all commitments under the Credit Agreement shall have been irrevocably terminated. This Guaranty shall survive the termination of the Credit Agreement as to all Guaranteed Obligations outstanding or accrued at the time of such termination, and as to all obligations that by their terms survive the termination of the Credit Agreement.

Section 2.04 — Obligations Independent

The obligations of each Guarantor hereunder are independent of the obligations of the Borrower and of any other Guarantor, and a separate action or actions may be brought and prosecuted against any Guarantor to enforce this Guaranty, regardless of whether any action is brought against the Borrower or any other Guarantor and regardless of whether the Borrower or any other Guarantor is joined in any such action or actions. Each Guarantor acknowledges that the Administrative Agent and the Secured Parties may, in their sole discretion, elect to pursue any one or more Guarantors in any order, and that the right of the Administrative Agent and the Secured Parties to proceed against any Guarantor shall not be impaired, diminished, or otherwise affected by the fact that any other Guarantor is not joined in such action or that no action has been commenced against the Borrower.

Section 2.05 — Reinstatement

If at any time any payment of any portion of the Guaranteed Obligations is rescinded or must be otherwise restored or returned upon the insolvency, bankruptcy, receivership, reorganization, dissolution, liquidation, or winding up of the Borrower, any Guarantor, or any other Person, or upon or as a result of the appointment of a receiver, intervenor, conservator, trustee, or similar officer for the Borrower, any Guarantor, or any other Person or for any substantial part of the property of the Borrower, any Guarantor, or any other Person, or otherwise, the obligations of each Guarantor under this Guaranty with respect to such payment shall be reinstated and deemed to have been in full force and effect continuously from the date such payment was originally made as though such payment had not been made. Each Guarantor agrees that it shall not be entitled to any right of subrogation, contribution, or indemnity in connection with any such reinstated obligation until all Guaranteed Obligations have been indefeasibly paid in full in cash and all commitments under the Credit Agreement have been terminated.

Section 2.06 — Demand; No Requirement to Proceed Against Borrower

The Administrative Agent shall not be required to make any demand upon, or pursue or exhaust any of its rights or remedies against, the Borrower, any other Guarantor, or any other Person, or to marshal any assets, or to resort to or exhaust any collateral or security held by or available to the Administrative Agent, the Collateral Agent, or any Secured Party, before, simultaneously with, or after making demand upon or pursuing or exhausting any rights or remedies against any Guarantor under this Guaranty. Upon the occurrence and during the continuance of any Event of Default under the Credit Agreement, the Administrative Agent may, and at the direction of the Required Lenders shall, proceed directly and at once against any one or more of the Guarantors to collect the Guaranteed Obligations without first proceeding against the Borrower or any other Guarantor, without first resorting to any collateral or security, and without first pursuing any other remedy available to the Administrative Agent or any Secured Party. None of the Administrative Agent, the Collateral Agent, or any Secured Party shall have any obligation to protect, secure, perfect, or insure any lien at any time held by it as security for the Guaranteed Obligations or for this Guaranty, or any property subject thereto, and no failure to do so shall release or limit the liability of any Guarantor hereunder.

Section 2.07 — Acceleration

If an Event of Default shall have occurred and be continuing and the Guaranteed Obligations, or any portion thereof, shall have been accelerated pursuant to the terms of the Credit Agreement, all Guaranteed Obligations (whether or not otherwise then due and payable) shall, for purposes of this Guaranty, forthwith become due and payable by each Guarantor without demand, presentment, protest, or notice of any kind, all of which are hereby waived by each Guarantor. In the event that any acceleration of the Guaranteed Obligations is stayed or rescinded following the commencement of any insolvency, bankruptcy, reorganization, or similar proceeding with respect to the Borrower or any Guarantor, then, for purposes of this Guaranty, all such Guaranteed Obligations shall be deemed to have been accelerated and shall be due and payable by each Guarantor hereunder immediately upon the occurrence of such stay or rescission.

Section 2.08 — Subrogation

Notwithstanding any payment or payments made by any Guarantor hereunder, or any set-off or application of funds of any Guarantor by the Administrative Agent or any Secured Party, no Guarantor shall be entitled to be subrogated to any of the rights of the Administrative Agent, the Collateral Agent, or any Secured Party against the Borrower or any other Guarantor, or against any collateral or security or guaranty held by the Administrative Agent, the Collateral Agent, or any Secured Party for the payment of the Guaranteed Obligations, nor shall any Guarantor seek or be entitled to seek any right of contribution, reimbursement, or indemnity from the Borrower or any other Guarantor in respect of any payment made by such Guarantor hereunder, nor shall any Guarantor seek or be entitled to seek any right to participate in any claim or remedy of the Administrative Agent, the Collateral Agent, or any Secured Party against the Borrower or any collateral or security, in each case until all Guaranteed Obligations have been indefeasibly paid in full in cash and all commitments under the Credit Agreement have been irrevocably terminated. If, notwithstanding the foregoing, any amount shall be paid to any Guarantor on account of any such subrogation, contribution, reimbursement, or indemnity rights at any time when all Guaranteed Obligations shall not have been indefeasibly paid in full in cash, such amount shall be held by such Guarantor in trust for the benefit of the Secured Parties, shall be segregated from other funds of such Guarantor, and shall be promptly paid over to the Administrative Agent in the same form as received (with any necessary endorsements) to be applied to the Guaranteed Obligations, whether matured or unmatured, in accordance with the terms of the Credit Agreement and Section 7.01 of this Guaranty.

Section 2.09 — Subordination

Each Guarantor hereby subordinates, to the fullest extent permitted by applicable law, any and all debts, liabilities, and other obligations owed to such Guarantor by the Borrower or any other Guarantor (each, a "Subordinated Obligation") to the prior indefeasible payment in full in cash of all Guaranteed Obligations. Each Guarantor agrees that, at any time during which a Trigger Period is in effect (i.e., at any time when Excess Availability is less than the greater of (x) 12.5% of the Borrowing Base and (y) $10,000,000), no Guarantor shall demand, accept, or receive any payment of any Subordinated Obligation without the prior written consent of the Administrative Agent. If any Guarantor shall receive any payment of any Subordinated Obligation in violation of the foregoing, such payment shall be held in trust for the benefit of the Secured Parties and shall be promptly paid over to the Administrative Agent for application to the Guaranteed Obligations in accordance with the terms of the Credit Agreement and this Guaranty. After the indefeasible payment in full in cash of all Guaranteed Obligations and the termination of all commitments under the Credit Agreement, the Administrative Agent shall, at the request of any Guarantor, execute and deliver to such Guarantor all documents reasonably necessary to evidence the termination of the subordination provided for in this Section 2.09.

Section 2.10 — Limitation on Guarantor Liability

Notwithstanding any other provision of this Guaranty to the contrary, the liability of each Guarantor under this Guaranty shall be limited to the maximum amount that can be guaranteed by such Guarantor without rendering this Guaranty, as to such Guarantor, voidable or avoidable under applicable fraudulent transfer or fraudulent conveyance laws, including, without limitation, Section 544 or Section 548 of Title 11 of the United States Code (the Bankruptcy Code), the Uniform Fraudulent Transfer Act (or the Uniform Voidable Transactions Act, as applicable), the Uniform Fraudulent Conveyance Act, or any other applicable state fraudulent transfer or fraudulent conveyance statute or common law as in effect in the State of Iowa, the State of Delaware, or the State of Illinois, as applicable to the respective Guarantor's jurisdiction of organization. In determining the maximum amount that may be guaranteed by each Guarantor consistent with the foregoing, due consideration shall be given to the direct and indirect benefits accruing to such Guarantor from the extensions of credit under the Credit Agreement and the other Loan Documents, including, without limitation, the benefits of the centralized treasury and working capital management services provided by the Borrower to the operating subsidiaries, the benefits of the refinancing of the Existing Credit Facility, and the ongoing availability of revolving credit to fund the operations of the consolidated enterprise. It is the intent of the parties that the guarantee of each Guarantor hereunder shall be in the largest amount that, at the time such guarantee is deemed made for purposes of any applicable fraudulent transfer or fraudulent conveyance analysis, would not result in such guarantee being deemed a fraudulent transfer or conveyance.

Section 2.11 — Contribution Among Guarantors

In the event that any Guarantor (the "Paying Guarantor") makes any payment under this Guaranty in excess of its pro rata share of the Guaranteed Obligations (determined based on the relative net worth of each Guarantor, or such other equitable measure as may be determined by a court of competent jurisdiction in the event of a dispute among the Guarantors), such Paying Guarantor shall be entitled to receive contribution from each other Guarantor in the amount of such other Guarantor's pro rata share of such excess payment; provided, however, that such right of contribution (a) shall in all respects be subordinate and junior in right of payment to the Guaranteed Obligations and the rights of the Secured Parties hereunder and under the Credit Agreement and the other Loan Documents, and (b) shall not be exercised by any Guarantor until all Guaranteed Obligations have been indefeasibly paid in full in cash and all commitments under the Credit Agreement have been irrevocably terminated. The provisions of this Section 2.11 are intended solely to define the relative rights of the Guarantors and shall not inure to the benefit of the Administrative Agent, any Lender, or any other Secured Party.

ARTICLE III — REPRESENTATIONS AND WARRANTIES

Each Guarantor hereby represents and warrants to the Administrative Agent and each of the Secured Parties as of the date hereof, and as of each date on which any extension of credit is made under the Credit Agreement, as follows:

Section 3.01 — Organization and Good Standing

(a) Holdings is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware, with Delaware Secretary of State File No. 7291538 and Employer Identification Number 82-5047391. Holdings has all requisite corporate power and authority to own, lease, and operate its properties and to carry on its business as presently conducted.

(b) GGS is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Iowa, with Employer Identification Number 84-2093417. GGS has all requisite limited liability company power and authority to own, lease, and operate its properties, including its fourteen (14) grain elevator facilities, and to carry on its business as presently conducted.

(c) GCI is a corporation duly organized, validly existing, and in good standing under the laws of the State of Illinois, with Illinois Secretary of State File No. 08294731 and Employer Identification Number 37-6182049. GCI has all requisite corporate power and authority to own, lease, and operate its properties and to carry on its business as presently conducted.

(d) Each Guarantor is duly qualified, authorized, and licensed to do business and is in good standing in each jurisdiction in which the ownership, leasing, or operation of its properties or the conduct of its business requires such qualification, authorization, or licensing, except where the failure to be so qualified, authorized, or licensed could not reasonably be expected to have a Material Adverse Effect.

Section 3.02 — Power and Authority

Each Guarantor has all requisite corporate or limited liability company power and authority (as applicable) to execute, deliver, and perform this Guaranty Agreement and each other Loan Document to which it is a party, and to consummate the transactions contemplated hereby and thereby.

Section 3.03 — Due Authorization; No Conflicts

(a) The execution, delivery, and performance by each Guarantor of this Guaranty and each other Loan Document to which such Guarantor is a party have been duly authorized by all necessary corporate or limited liability company action, as applicable, on the part of such Guarantor, including all requisite board of directors or managers resolutions, member consents, and stockholder or member approvals, as applicable.

(b) The execution, delivery, and performance by each Guarantor of this Guaranty and each other Loan Document to which such Guarantor is a party, and the consummation of the transactions contemplated hereby and thereby, do not and will not (i) violate, conflict with, or result in any breach of any provision of the certificate of incorporation, bylaws, certificate of formation, operating agreement, or other organizational documents of such Guarantor, (ii) violate, conflict with, or result in a breach of, or constitute (with notice or lapse of time, or both) a default under, or result in the acceleration or required prepayment of, or result in the creation of any lien (other than liens permitted under the Credit Agreement) upon any assets or properties of such Guarantor pursuant to, any applicable law, statute, regulation, rule, order, writ, injunction, judgment, or decree of any governmental authority, or any indenture, agreement, lease, instrument, or other arrangement to which such Guarantor is a party or by which it or any of its properties is bound, except, in the case of clause (ii) above, where such violation, conflict, breach, default, acceleration, prepayment, or creation of a lien could not reasonably be expected to have a Material Adverse Effect, or (iii) require any consent of, authorization by, approval of, notice to, or filing or registration with, any Person (including any governmental authority), other than those that have been obtained or made and are in full force and effect and other than filings and recordings in connection with the Security Documents.

Section 3.04 — Enforceability

This Guaranty has been duly executed and delivered by each Guarantor and constitutes the legal, valid, and binding obligation of each Guarantor, enforceable against such Guarantor in accordance with its terms, except as enforcement may be limited by (a) applicable bankruptcy, insolvency, reorganization, receivership, moratorium, fraudulent conveyance, or other similar laws affecting the enforcement of creditors' rights generally, and (b) general principles of equity, whether such enforceability is considered in a proceeding in equity or at law (including concepts of materiality, reasonableness, good faith, and fair dealing).

Section 3.05 — No Consents Required

No consent, approval, authorization, license, permit, or order of, or registration or filing with, or notice to, any governmental authority, regulatory body, or any other third party is required for the execution, delivery, or performance by any Guarantor of this Guaranty or any other Loan Document to which such Guarantor is a party, or for the consummation of the transactions contemplated hereby or thereby, other than (a) filings that may be required under applicable federal or state securities laws (which filings shall be timely made by the applicable Guarantor), (b) the filing of UCC financing statements in the applicable filing offices, (c) the recording of the Mortgages and related fixture filings in the applicable county recording offices in Iowa and Illinois, and (d) other filings, recordings, and registrations made pursuant to the Security Documents, each of which has been or shall be timely made.

Section 3.06 — No Litigation

No action, suit, investigation, litigation, or proceeding (including any environmental proceeding) is pending or, to the knowledge of any Guarantor, threatened in writing against or affecting any Guarantor before any court, arbitrator, or governmental authority that (a) relates to this Guaranty, the Credit Agreement, or any other Loan Document or the transactions contemplated hereby or thereby, or (b) if adversely determined, could reasonably be expected to have a Material Adverse Effect on the ability of such Guarantor to perform its obligations under this Guaranty or any other Loan Document to which such Guarantor is a party.

Section 3.07 — Financial Condition; Solvency

(a) Each Guarantor is Solvent (as defined below) and will not be rendered insolvent by the execution and delivery of this Guaranty or by the performance of its obligations hereunder. As used in this Section, "Solvent" means, with respect to any Person on any date of determination, that on such date (i) the fair value of the assets of such Person, on a going concern basis, exceeds the total amount of liabilities (including contingent and unliquidated liabilities) of such Person, (ii) the fair salable value of the assets of such Person exceeds the total amount of liabilities (including contingent and unliquidated liabilities) of such Person, (iii) such Person is able to pay its debts and other liabilities, contingent obligations, and commitments as they mature in the normal course of business, (iv) such Person does not have unreasonably small capital for the businesses in which it is engaged, and (v) such Person has not incurred and does not intend to incur, and does not believe that it will incur, debts beyond its ability to pay such debts as they become due (whether at maturity or otherwise).

(b) After giving effect to this Guaranty and the transactions contemplated by the Credit Agreement and the other Loan Documents (including the incurrence of the Guaranteed Obligations and the granting of liens and security interests pursuant to the Security Documents), the fair value and fair salable value of each Guarantor's assets exceeds its total liabilities, including contingent and unliquidated liabilities, and each Guarantor has sufficient capital and cash flow to conduct its business and pay its debts as they become due in the ordinary course.

(c) In connection with the foregoing, the Borrower has delivered to the Administrative Agent the Borrower's consolidated financial statements for the fiscal year ended December 31, 2021, which were audited by Ashford, Kline & Pearce LLP and reflected consolidated revenue of $347,200,000 and total consolidated assets of $289,600,000 as of June 30, 2022, and the Borrower's projected revenue for the fiscal year ending December 31, 2022 is approximately $391,500,000. Such financial statements fairly present in all material respects the consolidated financial position of the Borrower and its subsidiaries (including the Guarantors) as of the dates indicated and the results of their operations for the periods covered thereby, in each case in accordance with GAAP (subject, in the case of unaudited financial statements, to normal year-end adjustments and the absence of footnotes).

Section 3.08 — Benefit

Each Guarantor acknowledges and confirms that (a) it has received, and will continue to receive, direct and indirect benefits from the extensions of credit made and to be made to the Borrower under the Credit Agreement and the other Loan Documents, (b) the execution and delivery of this Guaranty is in the best interests of such Guarantor, (c) such Guarantor has had the opportunity to review the Credit Agreement and the other Loan Documents and has had the opportunity to consult with legal counsel of its own choosing, (d) the benefits to such Guarantor from the extensions of credit to the Borrower under the Credit Agreement constitute reasonably equivalent value and fair consideration for the obligations of such Guarantor under this Guaranty, and (e) such Guarantor has been and will continue to be benefited by the availability of the Revolving Credit Facility and the Borrower's centralized treasury and working capital management functions.

ARTICLE IV — COVENANTS

Each Guarantor hereby covenants and agrees with the Administrative Agent and the Secured Parties as follows:

Section 4.01 — Compliance with Credit Agreement Covenants

Each Guarantor covenants and agrees to comply fully with all covenants and obligations set forth in the Credit Agreement that are applicable to such Guarantor, including, without limitation, the following:

(a) Preservation of Existence. Each Guarantor shall preserve, renew, and maintain in full force and effect its corporate or limited liability company existence and its rights, privileges, qualifications, and franchises under the laws of its jurisdiction of organization and of each other jurisdiction in which the nature of its business makes such qualification necessary, except where the failure to maintain such qualifications could not reasonably be expected to have a Material Adverse Effect.

(b) Books and Records. Each Guarantor shall keep proper books of record and account, in which full, true, and correct entries in conformity with GAAP consistently applied shall be made of all its financial transactions and matters involving its assets and business.

(c) Compliance with Laws. Each Guarantor shall comply in all material respects with all applicable laws, statutes, regulations, rules, orders, and decrees of any governmental authority, including, without limitation, all environmental, labor, tax, and regulatory requirements applicable to its business and operations.

(d) Payment of Taxes. Each Guarantor shall pay and discharge, or cause to be paid and discharged, before the same shall become delinquent, all taxes, assessments, and governmental charges imposed upon it or upon its properties or revenues, unless and only to the extent that (i) the same are being contested in good faith by appropriate proceedings diligently conducted and (ii) adequate reserves in conformity with GAAP have been set aside on the books of such Guarantor therefor.

(e) Insurance. Each Guarantor shall maintain, with financially sound and reputable insurance companies (including Northstar Mutual Insurance Company, brokered by Redwood Insurance Group, Inc.), insurance with respect to its properties and business against loss or damage of the kinds and in the amounts customarily insured against by Persons engaged in the same or similar businesses and similarly situated, including, without limitation, crop insurance, property and casualty insurance, commercial general liability insurance, and business interruption insurance. All property and casualty insurance policies and, to the extent required under the Security Documents, all other insurance policies shall name the Collateral Agent as loss payee or additional insured, as applicable, pursuant to loss payee endorsements in form and substance satisfactory to the Collateral Agent.

(f) Financial Reporting. Each Guarantor shall cause to be delivered to the Administrative Agent (i) annual audited consolidated financial statements of the Borrower and its subsidiaries (including the Guarantors) prepared by Ashford, Kline & Pearce LLP (or another nationally or regionally recognized firm of independent certified public accountants acceptable to the Administrative Agent), (ii) monthly and quarterly unaudited consolidated financial statements of the Borrower and its subsidiaries, and (iii) such other financial statements, reports, certificates, and information as may be required under the Credit Agreement, in each case within the time periods and in the form and substance specified in the Credit Agreement.

Section 4.02 — Maintenance of Status

Each Guarantor shall maintain its legal existence in its jurisdiction of organization and shall remain in good standing under the laws of such jurisdiction. Each Guarantor shall maintain its qualification to do business and good standing in each other jurisdiction in which the nature of its business or the ownership, leasing, or operation of its properties makes such qualification necessary, including, as applicable, the States of Iowa, Illinois, Indiana, and Delaware, except where the failure to maintain such qualification could not reasonably be expected to have a Material Adverse Effect.

Section 4.03 — Notice of Default

Each Guarantor shall promptly, and in any event within five (5) business days after such Guarantor obtains knowledge thereof, notify the Administrative Agent in writing of:

(a) the occurrence of any Default or Event of Default under the Credit Agreement, this Guaranty, or any other Loan Document, specifying the nature and extent thereof and the action, if any, that such Guarantor proposes to take with respect thereto;

(b) the commencement or written threat of any litigation, investigation, arbitration, or proceeding against or affecting such Guarantor or any of its properties before any court, governmental authority, or arbitrator that (i) seeks damages in excess of $500,000 (individually or in the aggregate), (ii) seeks injunctive relief, or (iii) could reasonably be expected to have a Material Adverse Effect; and

(c) any material change in the financial condition of such Guarantor, including, without limitation, any event or development that has resulted in, or could reasonably be expected to result in, a Material Adverse Effect on the assets, liabilities, financial condition, results of operations, or business of such Guarantor.

Section 4.04 — Further Assurances

Each Guarantor agrees that, at any time and from time to time upon the written request of the Administrative Agent, such Guarantor will promptly and duly execute and deliver, or cause to be executed and delivered, such further documents, instruments, agreements, financing statements, certificates, and assurances and take such further actions as the Administrative Agent may reasonably request in order to carry out more effectively the purposes of this Guaranty, to evidence and perfect the rights and remedies of the Secured Parties hereunder, and to protect the interests of the Administrative Agent and the Secured Parties in the Guaranteed Obligations and under this Guaranty. Without limiting the generality of the foregoing, each Guarantor shall execute and deliver such amendments, supplements, and reaffirmations of this Guaranty as the Administrative Agent may reasonably request in connection with any amendment, restatement, supplement, or modification of the Credit Agreement or any other Loan Document.

Section 4.05 — Information

Each Guarantor shall furnish to the Administrative Agent, promptly upon request, such information regarding the business, assets, liabilities, operations, and financial condition of such Guarantor as the Administrative Agent may from time to time reasonably request, including, without limitation, copies of all material contracts, leases, permits, licenses, and governmental approvals, and such other information, reports, statements, lists of property and equipment, and any other data as the Administrative Agent may reasonably require. Each Guarantor shall permit representatives of the Administrative Agent, during normal business hours and upon reasonable prior notice (or at any time without notice if an Event of Default has occurred and is continuing), to visit and inspect its properties, to examine and make extracts from its books and records, and to discuss its affairs, finances, and condition with its officers, employees, and independent public accountants.

ARTICLE V — WAIVERS

Section 5.01 — Waivers by Guarantors

Each Guarantor hereby waives, to the fullest extent permitted by applicable law, each of the following:

(a) notice of acceptance of this Guaranty by the Administrative Agent or any Secured Party;

(b) notice of any loans made, credit extended, collateral received, or any other action taken in reliance on this Guaranty, all of which shall be conclusively presumed to have been made, extended, received, or taken in reliance on this Guaranty;

(c) presentment and demand for payment of any of the Guaranteed Obligations, protest and notice of dishonor or nonpayment with respect to any of the Guaranteed Obligations, and notice of the amount of the Guaranteed Obligations outstanding at any time;

(d) notice of any Default or Event of Default under the Credit Agreement or any other Loan Document, except as specifically required to be provided to the Guarantors under Article IV hereof;

(e) any requirement that the Administrative Agent or any Secured Party exhaust any right, power, or remedy, or proceed against the Borrower, any other Guarantor, any other Person, or any collateral or security, before proceeding against any Guarantor under this Guaranty;

(f) any defense based on or arising out of any defense of the Borrower or any Guarantor based on suretyship, or the impairment, loss, release, or diminution in value of any collateral or security at any time held by or available to the Administrative Agent, the Collateral Agent, or any Secured Party;

(g) any defense arising by reason of any incapacity, disability, lack of authority, or lack of corporate or limited liability company power of the Borrower or any other Person;

(h) any defense based on any statute of limitations in any action under or related to this Guaranty, the Credit Agreement, or any other Loan Document;

(i) any right to revoke this Guaranty, except upon the indefeasible payment in full in cash of all Guaranteed Obligations and the irrevocable termination of all commitments under the Credit Agreement;

(j) any defense arising under any anti-deficiency law, "one-action" rule, "one-form-of-action" rule, or any similar law of any jurisdiction that might otherwise limit the right of the Administrative Agent or any Secured Party to bring an action against any Guarantor under this Guaranty;

(k) notice of any renewal, extension, modification, amendment, supplement, acceleration, or other change in the terms, conditions, or provisions of the Credit Agreement, any other Loan Document, or any Guaranteed Obligation;

(l) any duty on the part of the Administrative Agent or any Secured Party to disclose to any Guarantor any matter, fact, or thing relating to the business, operations, or condition (financial or otherwise) of the Borrower or any other Person now known or hereafter known by the Administrative Agent or any Secured Party; and

(m) diligence in collection or protection of or realization upon the Guaranteed Obligations or any part thereof, any obligation hereunder, or any collateral or security for any of the foregoing.

Section 5.02 — Election of Remedies

The exercise by the Administrative Agent or any Secured Party of any right or remedy available under the Credit Agreement, the Security Agreement, the Mortgages, or any other Loan Document, or otherwise available at law or in equity, including, without limitation, the foreclosure of any mortgage or security interest, the sale or other disposition of any collateral, or the acceptance of a deed or assignment in lieu of foreclosure, shall not impair, reduce, release, or otherwise affect the obligations of any Guarantor under this Guaranty. No election of remedies by the Administrative Agent or any Secured Party, whether or not resulting in the impairment or destruction of any right of subrogation of any Guarantor or resulting in any deficiency in the recovery of any Guaranteed Obligation, shall release or discharge any Guarantor from its obligations hereunder or under any other Loan Document. The obligations of each Guarantor under this Guaranty shall remain in full force and effect without regard to whether the Administrative Agent or any Secured Party holds any collateral or security, or the value of any such collateral or security, or whether the Administrative Agent or any Secured Party shall have exercised or declined to exercise any rights with respect thereto.

ARTICLE VI — EVENTS OF DEFAULT AND REMEDIES

Section 6.01 — Events of Default

Any Event of Default under and as defined in the Credit Agreement shall constitute an Event of Default under this Guaranty. Without limiting the generality of the foregoing, the Events of Default under the Credit Agreement include, among others, the following: (a) failure to pay any principal, interest, fee, or other amount when due under the Credit Agreement or any other Loan Document; (b) any breach of the financial covenants set forth in the Credit Agreement during any Trigger Period (including the covenant to maintain a minimum Fixed Charge Coverage Ratio); (c) any breach of any representation, warranty, or covenant set forth in the Credit Agreement, this Guaranty, or any other Loan Document; (d) any cross-default to any other indebtedness in excess of the thresholds specified in the Credit Agreement; (e) any insolvency, bankruptcy, receivership, or similar event with respect to the Borrower or any Guarantor; (f) any Change of Control, including any event whereby the Lindstrom Family Trust ceases to directly or indirectly own at least fifty-one percent (51%) of the issued and outstanding equity interests in Holdings; (g) any ERISA Event that could reasonably be expected to result in aggregate liability exceeding the threshold specified in the Credit Agreement; and (h) any other event or circumstance constituting an Event of Default under the Credit Agreement. Each Guarantor acknowledges that it has reviewed and is familiar with the Events of Default set forth in the Credit Agreement.

Section 6.02 — Remedies Upon Event of Default

Upon the occurrence and during the continuance of an Event of Default, the Administrative Agent may, and at the direction of the Required Lenders (as defined in the Credit Agreement) shall, make demand upon any or all Guarantors for the immediate payment of all Guaranteed Obligations then outstanding (including all principal, accrued and unpaid interest, fees, expenses, indemnities, and all other amounts constituting Guaranteed Obligations). In addition, the Administrative Agent may exercise any and all rights and remedies available to the Administrative Agent and the Secured Parties under this Guaranty, the Credit Agreement, the other Loan Documents, and applicable law. All rights and remedies of the Administrative Agent and the Secured Parties under this Guaranty, the Credit Agreement, the other Loan Documents, and applicable law are cumulative and not exclusive of any other rights or remedies that the Administrative Agent or any Secured Party may have. No failure on the part of the Administrative Agent or any Secured Party to exercise, and no delay in exercising, any right, power, or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power, or remedy preclude any other or further exercise thereof or the exercise of any other right, power, or remedy.

ARTICLE VII — APPLICATION OF PAYMENTS

Section 7.01 — Application

All payments received by the Administrative Agent from any Guarantor under or in connection with this Guaranty shall be applied in the order and manner set forth in the payment waterfall provisions of the Credit Agreement, as follows:

First, to the payment of all costs, expenses, and indemnification obligations then due and payable to the Administrative Agent and the Collateral Agent under the Credit Agreement, this Guaranty, and the other Loan Documents, including, without limitation, all reasonable and documented attorneys' fees and expenses;

Second, to the payment of all accrued and unpaid interest on the Guaranteed Obligations (including post-petition interest, if applicable), ratably among the Secured Parties in proportion to the respective amounts thereof then due and owing;

Third, to the payment of all outstanding principal of the loans under the Credit Agreement and all reimbursement obligations with respect to letters of credit, ratably among the Secured Parties in proportion to the respective amounts thereof then due and owing;

Fourth, to the payment of all other Guaranteed Obligations then due and owing, ratably among the Secured Parties in proportion to the respective amounts thereof then due and owing; and

Fifth, any remaining amounts, to the Borrower or as otherwise directed by a court of competent jurisdiction.

The Administrative Agent shall have reasonable discretion in the allocation of payments among the Secured Parties in accordance with the foregoing payment waterfall, subject in all events to the pro rata sharing provisions set forth in the Credit Agreement. Each Guarantor agrees that, in making any payment under this Guaranty, such Guarantor shall have no right to direct the application of any such payment.

ARTICLE VIII — MISCELLANEOUS

Section 8.01 — Notices

All notices, requests, demands, consents, instructions, and other communications required or permitted to be given under this Guaranty shall be in writing and shall be delivered personally, sent by overnight courier service (with charges prepaid), sent by registered or certified mail (postage prepaid, return receipt requested), or sent by electronic mail (with confirmation of receipt), and shall be deemed to have been given (a) upon receipt, if delivered personally, (b) one (1) business day after deposit with an overnight courier service, if sent by overnight courier, (c) three (3) business days after deposit in the United States mail, if sent by registered or certified mail, or (d) upon confirmation of receipt (excluding automated "out of office" or similar responses), if sent by electronic mail, in each case addressed to the applicable party at its respective address set forth below (or at such other address as such party may designate by notice to the other parties in accordance with this Section 8.01):

If to Holdings:

Greenfield Holdings Corp. 1209 Orange Street Wilmington, Delaware 19801 c/o National Corporate Services Inc.

with a copy (which shall not constitute notice) to:

Greenfield Holdings Corp. c/o Greenfield Agricultural Partners LLC 4100 Grand Prairie Boulevard, Suite 300 Des Moines, Iowa 50309

Att

GUARANTY AGREEMENT
DRAFT — November 4, 2022 Prepared by Calderwood & Harkness LLP
GUARANTY AGREEMENT
by
GREENFIELD HOLDINGS CORP.,
GREENFIELD GRAIN STORAGE LLC,
and
GREENFIELD CROP INPUTS INC.,
as Guarantors,
in favor of
HEARTLAND COMMERCE BANK, NATIONAL ASSOCIATION,
as Administrative Agent,
for the benefit of the Secured Parties
In connection with that certain Credit Agreement dated as of [●], 2022, among Greenfield Agricultural Partners LLC, as Borrower, the Guarantors party thereto, the Lenders party thereto, and Heartland Commerce Bank, National Association, as Administrative Agent and Collateral Agent
TABLE OF CONTENTS
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GUARANTY AGREEMENT
This GUARANTY AGREEMENT (this "Guaranty") is dated as of [●], 2022, and is made by each of the undersigned guarantors identified on the signature pages hereto (each, a "Guarantor" and collectively, the "Guarantors"), in favor of HEARTLAND COMMERCE BANK, NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America ("HCB"), in its capacity as administrative agent (in such capacity, together with its successors and assigns in such capacity, the "Administrative Agent") under the Credit Agreement (as defined below), for the ratable benefit of the Secured Parties (as defined below).
RECITALS
A. Greenfield Agricultural Partners LLC, an Iowa limited liability company (the "Borrower" or "GAP"), with its principal executive offices located at 4100 Grand Prairie Boulevard, Suite 300, Des Moines, Iowa 50309, has entered into that certain Credit Agreement dated as of [●], 2022 (as the same may be amended, restated, supplemented, replaced, or otherwise modified from time to time, the "Credit Agreement"), among the Borrower, the Guarantors from time to time party thereto, the Lenders from time to time party thereto, and Heartland Commerce Bank, National Association, as Administrative Agent and Collateral Agent, pursuant to which the Lenders have agreed to provide an $80,000,000 senior secured asset-based revolving credit facility (the "Revolving Credit Facility") to the Borrower, subject to the terms and conditions set forth therein.
B. The Guarantors under this Guaranty are each affiliated with the Borrower and consist of the following entities:
(i) Greenfield Holdings Corp., a corporation duly organized and validly existing under the laws of the State of Delaware ("Holdings"), with its registered address at 1209 Orange Street, Wilmington, Delaware 19801 (c/o National Corporate Services Inc.), is the sole member and one hundred percent (100%) owner of all of the membership interests in the Borrower. Holdings is in turn owned sixty-two percent (62%) by the Lindstrom Family Trust, twenty-eight percent (28%) by Calloway-Foss Investments LP, and ten percent (10%) by participants in the management equity incentive plan.
(ii) Greenfield Grain Storage LLC, an Iowa limited liability company ("GGS"), with its principal offices located at 4100 Grand Prairie Boulevard, Suite 310, Des Moines, Iowa 50309, is a wholly owned subsidiary of the Borrower. GGS owns and operates fourteen (14) grain elevator facilities located across the State of Iowa, through which it provides grain receiving, conditioning, storage, and merchandising services to the Borrower and its agricultural producer customers.
(iii) Greenfield Crop Inputs Inc., a corporation duly organized and validly existing under the laws of the State of Illinois ("GCI"), with its principal offices located at 780 Commerce Drive, Bloomington, Illinois 61701, is a wholly owned subsidiary of the Borrower. GCI operates the Borrower's crop-input distribution business, including the sale and distribution of seed, fertilizer, and crop protection chemicals to agricultural producers throughout Iowa, Illinois, and Indiana.
Each of Holdings, GGS, and GCI is referred to herein individually as a "Guarantor" and collectively as the "Guarantors."
C. The Lenders under the Credit Agreement consist of the following financial institutions, with their respective commitment amounts and pro rata shares:
D. The proceeds of the Revolving Credit Facility are to be used by the Borrower to (i) refinance and repay in full the existing $55,000,000 revolving credit facility with Prairie National Bank, N.A. (the "Existing Credit Facility"), (ii) fund seasonal working capital needs of the Borrower and its subsidiaries in the ordinary course of business, and (iii) for general corporate purposes of the Borrower and its subsidiaries, in each case in accordance with and subject to the terms and conditions set forth in the Credit Agreement.
E. Each Guarantor will derive substantial direct and indirect benefit from the extensions of credit made to the Borrower under the Credit Agreement and the other Loan Documents. Holdings, as the sole equity owner of the Borrower, will benefit from the enhanced financial position and operational capacity of the Borrower resulting from the availability of the Revolving Credit Facility. GGS and GCI, as operating subsidiaries of the Borrower, will benefit from the Borrower's centralized treasury and working capital management functions, which rely upon the availability of borrowings under the Revolving Credit Facility to fund day-to-day operations, inventory purchases, trade payables, and seasonal cash flow requirements across the consolidated enterprise.
F. It is a condition precedent to the obligation of the Lenders to make loans and other extensions of credit to the Borrower under the Credit Agreement that each Guarantor execute and deliver this Guaranty Agreement in favor of the Administrative Agent, for the ratable benefit of the Secured Parties.
G. Concurrently with the execution and delivery of this Guaranty, the Borrower and certain of the Guarantors are entering into the following companion Loan Documents, each dated as of the date hereof: (i) that certain Security Agreement among the Borrower, the Guarantors, and the Collateral Agent, pursuant to which the Borrower and each Guarantor have granted a first-priority security interest in substantially all of their respective personal property assets; (ii) that certain Pledge Agreement by Holdings in favor of the Collateral Agent, pursuant to which Holdings has pledged all of its membership interests in the Borrower; (iii) Mortgages in the forms required under Iowa and Illinois law encumbering certain real property owned by the Borrower and GGS in Iowa and by GCI in Illinois; (iv) Deposit Account Control Agreements with respect to certain deposit accounts maintained by the Borrower and the Guarantors; and (v) an Assignment of Insurance with respect to certain insurance policies maintained by the Borrower and the Guarantors (collectively, together with this Guaranty and all other agreements, instruments, and documents executed and delivered in connection with the Credit Agreement, the "Loan Documents"). The foregoing Loan Documents collectively secure all of the Guaranteed Obligations (as defined herein).
NOW, THEREFORE, in consideration of the premises, and in order to induce the Lenders to make loans and other extensions of credit to the Borrower under the Credit Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by each Guarantor, each Guarantor hereby agrees as follows:
ARTICLE I — DEFINITIONS
Section 1.01 — Defined Terms
As used in this Guaranty, the following terms shall have the meanings set forth below:
"Administrative Agent" means Heartland Commerce Bank, National Association, a national banking association, in its capacity as administrative agent under the Credit Agreement, together with its successors and assigns in such capacity.
"Borrower" means Greenfield Agricultural Partners LLC, an Iowa limited liability company, together with its permitted successors and assigns.
"Collateral Agent" means Heartland Commerce Bank, National Association, a national banking association, in its capacity as collateral agent under the Credit Agreement and the Security Documents, together with its successors and assigns in such capacity.
"Credit Agreement" means that certain Credit Agreement dated as of [●], 2022, among the Borrower, the Guarantors from time to time party thereto, the Lenders from time to time party thereto, and the Administrative Agent, as the same may be amended, restated, amended and restated, supplemented, replaced, refinanced, or otherwise modified from time to time in accordance with the terms thereof.
"Guaranteed Obligations" means all Obligations (as defined in the Credit Agreement), including, without limitation, (a) all principal amounts of all loans and other extensions of credit made or to be made under the Credit Agreement, (b) all interest thereon (including, without limitation, all interest that accrues after the commencement of any proceeding of the Borrower or any Guarantor under the Bankruptcy Code or any other insolvency, bankruptcy, reorganization, or similar law, regardless of whether or not such interest is allowed as a claim in such proceeding) (c) all fees payable under the Credit Agreement and the other Loan Documents, including, without limitation, the upfront fee of $400,000, the annual administrative agent fee of $75,000, unused line fees accruing at a rate of 0.375% per annum on the daily unused portion of the aggregate commitments, letter of credit fees accruing at the applicable margin plus a 0.125% fronting fee, and all other fees and charges described therein, (d) all premiums, if any, (e) all reimbursement obligations under or in connection with any letters of credit issued under the Credit Agreement, (f) all indemnification obligations of the Borrower or any Guarantor under the Credit Agreement or any other Loan Document, (g) all expenses, costs, and other amounts of whatever nature, whether now existing or hereafter arising, whether direct or indirect, absolute or contingent, due or to become due, arising under or in connection with the Credit Agreement, the Notes (if any), the Security Documents, and each other Loan Document, and (h) all costs and expenses (including, without limitation, reasonable and documented attorneys' fees and expenses) incurred by the Administrative Agent, the Collateral Agent, or any Lender in connection with the enforcement of any of their rights and remedies under the Credit Agreement, this Guaranty, or any other Loan Document.
"Guarantor" and "Guarantors" have the meanings set forth in the preamble and the recitals hereto and include each additional Person that becomes a party hereto by execution and delivery of a Joinder Agreement in the form attached hereto as Exhibit A.
"Guaranty" means this Guaranty Agreement, as the same may be amended, restated, supplemented, or otherwise modified from time to time.
"Lenders" means the lenders from time to time party to the Credit Agreement, which, as of the date hereof, consist of Heartland Commerce Bank, N.A., Meridian Agricultural Credit Corporation, and Tallgrass Capital Fund II, LP, together with their respective successors and assigns.
"Loan Documents" means the Credit Agreement, this Guaranty Agreement, the Security Agreement, the Pledge Agreement, the Mortgages (in Iowa and Illinois forms), the Deposit Account Control Agreements, the Assignment of Insurance, and all other agreements, instruments, certificates, and documents executed and delivered by the Borrower, any Guarantor, or any other Person in connection therewith, in each case as the same may be amended, restated, supplemented, or otherwise modified from time to time.
"Secured Parties" means, collectively, the Administrative Agent, the Collateral Agent, the Lenders, and each other Person to whom any Guaranteed Obligation is owed under or in connection with the Credit Agreement or any other Loan Document.
"Subordinated Obligations" has the meaning set forth in Section 2.09.
All capitalized terms used but not otherwise defined in this Guaranty shall have the meanings assigned to such terms in the Credit Agreement, including, without limitation, the following terms: "Bankruptcy Code," "Borrowing Base," "Default," "Event of Default," "Excess Availability," "Fixed Charge Coverage Ratio," "Joinder Agreement," "Material Adverse Effect," "Notes," "Obligations," "Person," "Pledge Agreement," "Required Lenders," "Security Agreement," "Security Documents," "Trigger Period," and "UCC."
Section 1.02 — Rules of Construction
(a) Unless the context otherwise requires, all references herein to the Credit Agreement shall include all schedules, exhibits, annexes, and amendments thereto, and all documents, instruments, and agreements executed and delivered pursuant thereto or in connection therewith.
(b) Unless otherwise specified, all references to Sections, Articles, Exhibits, and Schedules shall be deemed to refer to Sections and Articles of, and Exhibits and Schedules to, this Guaranty.
(c) The headings and captions contained in this Guaranty are included for convenience of reference only and shall not be given any substantive effect in the construction or interpretation of this Guaranty.
(d) The words "hereof," "herein," "hereby," "hereunder," and similar terms refer to this Guaranty as a whole and not to any particular provision of this Guaranty.
(e) The words "include," "includes," and "including" shall be deemed to be followed by the phrase "without limitation."
(f) References to any statute, law, rule, or regulation shall include all statutory and regulatory provisions consolidating, amending, replacing, supplementing, or interpreting such statute, law, rule, or regulation.
(g) References to the Uniform Commercial Code or the "UCC" shall mean the Uniform Commercial Code as in effect from time to time in the State of Iowa, the State of Illinois, or the State of Delaware, as applicable to the respective Guarantor's jurisdiction of organization and as the context may require; provided that, if by reason of mandatory provisions of law, the perfection, the effect of perfection or non-perfection, or the priority of a security interest in any collateral is governed by the Uniform Commercial Code as in effect in a jurisdiction other than the State of Iowa, the State of Illinois, or the State of Delaware, as applicable, then "UCC" shall mean the Uniform Commercial Code as in effect from time to time in such other jurisdiction for purposes of the provisions hereof relating to such perfection, effect of perfection or non-perfection, or priority.
(h) References to any Person shall include such Person's successors and permitted assigns.
(i) Words importing the singular number include the plural number and vice versa.
ARTICLE II — GUARANTY
Section 2.01 — Guaranty of the Guaranteed Obligations
Each Guarantor hereby irrevocably, absolutely, and unconditionally guarantees, jointly and severally with each other Guarantor, to the Administrative Agent, for the ratable benefit of each of the Secured Parties, the prompt and complete payment and performance when due (whether at stated maturity, by required prepayment, by acceleration, by mandatory prepayment, or otherwise) of all Guaranteed Obligations. This Guaranty constitutes a guaranty of payment and performance and not merely a guaranty of collection. Each Guarantor agrees that the Guaranteed Obligations may be extended, renewed, or modified, in whole or in part, without notice to or further assent from such Guarantor, and that such Guarantor shall remain bound upon this Guaranty notwithstanding any such extension, renewal, or modification. The liability of each Guarantor under this Guaranty is unlimited in amount, subject only to the limitation set forth in Section 2.10 hereof, and extends to the full amount of the Guaranteed Obligations, including the full $80,000,000 commitment amount under the Revolving Credit Facility, together with all accrued and unpaid interest, fees (including all upfront fees, administrative agent fees, unused line fees, letter of credit fees, and all other fees described in the Credit Agreement), expenses, indemnification obligations, and all other amounts constituting Guaranteed Obligations.
Section 2.02 — Unconditional Nature of Obligations
The obligations of each Guarantor under this Guaranty are absolute, irrevocable, and unconditional, irrespective of the value, genuineness, validity, regularity, or enforceability of the Credit Agreement, any other Loan Document, or any other agreement or instrument referred to therein, or any substitution, release, impairment, or exchange of any collateral or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge of, or defense to, a surety or guarantor, it being the intent of this Section 2.02 that the obligations of each Guarantor hereunder shall be absolute, irrevocable, and unconditional under any and all circumstances. Without limiting the generality of the foregoing, the obligations of each Guarantor hereunder shall not be released, discharged, or otherwise affected by any of the following:
(a) the genuineness, validity, regularity, or enforceability of the Credit Agreement or any other Loan Document, or any provision thereof, or the genuineness, validity, or enforceability of any Guaranteed Obligation;
(b) any modification, amendment, supplement, extension, renewal, acceleration, waiver, or consent with respect to any provision of the Credit Agreement, any other Loan Document, or any Guaranteed Obligation, whether or not any Guarantor shall have notice or knowledge thereof;
(c) the existence, value, condition, loss, impairment, or diminution in value of, or any failure to create, perfect, maintain, or realize upon, any collateral or security for any of the Guaranteed Obligations, including, without limitation, the approximately $64,800,000 in appraised real property, the borrowing base collateral, and all personal property pledged under the Security Agreement and the other Security Documents;
(d) any defense, set-off, counterclaim, recoupment, or other right that the Borrower or any other Person may have or assert against the Administrative Agent, any Lender, or any other Secured Party, whether in connection with this Guaranty, the Credit Agreement, any other Loan Document, or any unrelated transaction;
(e) any change in the corporate existence, structure, ownership, or organizational form of the Borrower or any Guarantor, including, without limitation, any merger, consolidation, dissolution, liquidation, conversion, or reorganization;
(f) the insolvency, bankruptcy, receivership, reorganization, assignment for the benefit of creditors, or any similar proceeding affecting the Borrower, any Guarantor, or any of their respective assets;
(g) any release or discharge (whether by operation of law or otherwise) of the Borrower from any Guaranteed Obligation, except to the extent arising from the indefeasible payment in full in cash of such Guaranteed Obligation;
(h) any failure or delay on the part of the Administrative Agent or any Secured Party to assert any claim or demand or to exercise or enforce any right or remedy against the Borrower, any Guarantor, or any other Person under the provisions of the Credit Agreement, any other Loan Document, or otherwise;
(i) any law, regulation, decree, or order of any jurisdiction, or any event, affecting any term of any Guaranteed Obligation, the Credit Agreement, or any other Loan Document;
(j) any other act, omission, event, or circumstance that might otherwise constitute a legal or equitable discharge of, or defense to, a surety or guarantor (other than the indefeasible payment in full in cash of all Guaranteed Obligations and the termination of all commitments under the Credit Agreement).
Section 2.03 — Continuing Guaranty
This Guaranty is a continuing guaranty and shall remain in full force and effect until all Guaranteed Obligations have been indefeasibly paid in full in cash, all letters of credit have been terminated or cash collateralized, and all commitments of the Lenders under the Credit Agreement have been irrevocably terminated. This Guaranty shall not be affected, modified, or impaired by any state of facts or the happening of any event and shall continue to be in full force and effect with respect to any Guaranteed Obligations arising or incurred after any attempt to revoke or terminate this Guaranty, unless and until all Guaranteed Obligations shall have been indefeasibly paid in full in cash and all commitments under the Credit Agreement shall have been irrevocably terminated. This Guaranty shall survive the termination of the Credit Agreement as to all Guaranteed Obligations outstanding or accrued at the time of such termination, and as to all obligations that by their terms survive the termination of the Credit Agreement.
Section 2.04 — Obligations Independent
The obligations of each Guarantor hereunder are independent of the obligations of the Borrower and of any other Guarantor, and a separate action or actions may be brought and prosecuted against any Guarantor to enforce this Guaranty, regardless of whether any action is brought against the Borrower or any other Guarantor and regardless of whether the Borrower or any other Guarantor is joined in any such action or actions. Each Guarantor acknowledges that the Administrative Agent and the Secured Parties may, in their sole discretion, elect to pursue any one or more Guarantors in any order, and that the right of the Administrative Agent and the Secured Parties to proceed against any Guarantor shall not be impaired, diminished, or otherwise affected by the fact that any other Guarantor is not joined in such action or that no action has been commenced against the Borrower.
Section 2.05 — Reinstatement
If at any time any payment of any portion of the Guaranteed Obligations is rescinded or must be otherwise restored or returned upon the insolvency, bankruptcy, receivership, reorganization, dissolution, liquidation, or winding up of the Borrower, any Guarantor, or any other Person, or upon or as a result of the appointment of a receiver, intervenor, conservator, trustee, or similar officer for the Borrower, any Guarantor, or any other Person or for any substantial part of the property of the Borrower, any Guarantor, or any other Person, or otherwise, the obligations of each Guarantor under this Guaranty with respect to such payment shall be reinstated and deemed to have been in full force and effect continuously from the date such payment was originally made as though such payment had not been made. Each Guarantor agrees that it shall not be entitled to any right of subrogation, contribution, or indemnity in connection with any such reinstated obligation until all Guaranteed Obligations have been indefeasibly paid in full in cash and all commitments under the Credit Agreement have been terminated.
Section 2.06 — Demand; No Requirement to Proceed Against Borrower
The Administrative Agent shall not be required to make any demand upon, or pursue or exhaust any of its rights or remedies against, the Borrower, any other Guarantor, or any other Person, or to marshal any assets, or to resort to or exhaust any collateral or security held by or available to the Administrative Agent, the Collateral Agent, or any Secured Party, before, simultaneously with, or after making demand upon or pursuing or exhausting any rights or remedies against any Guarantor under this Guaranty. Upon the occurrence and during the continuance of any Event of Default under the Credit Agreement, the Administrative Agent may, and at the direction of the Required Lenders shall, proceed directly and at once against any one or more of the Guarantors to collect the Guaranteed Obligations without first proceeding against the Borrower or any other Guarantor, without first resorting to any collateral or security, and without first pursuing any other remedy available to the Administrative Agent or any Secured Party. None of the Administrative Agent, the Collateral Agent, or any Secured Party shall have any obligation to protect, secure, perfect, or insure any lien at any time held by it as security for the Guaranteed Obligations or for this Guaranty, or any property subject thereto, and no failure to do so shall release or limit the liability of any Guarantor hereunder.
Section 2.07 — Acceleration
If an Event of Default shall have occurred and be continuing and the Guaranteed Obligations, or any portion thereof, shall have been accelerated pursuant to the terms of the Credit Agreement, all Guaranteed Obligations (whether or not otherwise then due and payable) shall, for purposes of this Guaranty, forthwith become due and payable by each Guarantor without demand, presentment, protest, or notice of any kind, all of which are hereby waived by each Guarantor. In the event that any acceleration of the Guaranteed Obligations is stayed or rescinded following the commencement of any insolvency, bankruptcy, reorganization, or similar proceeding with respect to the Borrower or any Guarantor, then, for purposes of this Guaranty, all such Guaranteed Obligations shall be deemed to have been accelerated and shall be due and payable by each Guarantor hereunder immediately upon the occurrence of such stay or rescission.
Section 2.08 — Subrogation
Notwithstanding any payment or payments made by any Guarantor hereunder, or any set-off or application of funds of any Guarantor by the Administrative Agent or any Secured Party, no Guarantor shall be entitled to be subrogated to any of the rights of the Administrative Agent, the Collateral Agent, or any Secured Party against the Borrower or any other Guarantor, or against any collateral or security or guaranty held by the Administrative Agent, the Collateral Agent, or any Secured Party for the payment of the Guaranteed Obligations, nor shall any Guarantor seek or be entitled to seek any right of contribution, reimbursement, or indemnity from the Borrower or any other Guarantor in respect of any payment made by such Guarantor hereunder, nor shall any Guarantor seek or be entitled to seek any right to participate in any claim or remedy of the Administrative Agent, the Collateral Agent, or any Secured Party against the Borrower or any collateral or security, in each case until all Guaranteed Obligations have been indefeasibly paid in full in cash and all commitments under the Credit Agreement have been irrevocably terminated. If, notwithstanding the foregoing, any amount shall be paid to any Guarantor on account of any such subrogation, contribution, reimbursement, or indemnity rights at any time when all Guaranteed Obligations shall not have been indefeasibly paid in full in cash, such amount shall be held by such Guarantor in trust for the benefit of the Secured Parties, shall be segregated from other funds of such Guarantor, and shall be promptly paid over to the Administrative Agent in the same form as received (with any necessary endorsements) to be applied to the Guaranteed Obligations, whether matured or unmatured, in accordance with the terms of the Credit Agreement and Section 7.01 of this Guaranty.
Section 2.09 — Subordination
Each Guarantor hereby subordinates, to the fullest extent permitted by applicable law, any and all debts, liabilities, and other obligations owed to such Guarantor by the Borrower or any other Guarantor (each, a "Subordinated Obligation") to the prior indefeasible payment in full in cash of all Guaranteed Obligations. Each Guarantor agrees that, at any time during which a Trigger Period is in effect (i.e., at any time when Excess Availability is less than the greater of (x) 12.5% of the Borrowing Base and (y) $10,000,000), no Guarantor shall demand, accept, or receive any payment of any Subordinated Obligation without the prior written consent of the Administrative Agent. If any Guarantor shall receive any payment of any Subordinated Obligation in violation of the foregoing, such payment shall be held in trust for the benefit of the Secured Parties and shall be promptly paid over to the Administrative Agent for application to the Guaranteed Obligations in accordance with the terms of the Credit Agreement and this Guaranty. After the indefeasible payment in full in cash of all Guaranteed Obligations and the termination of all commitments under the Credit Agreement, the Administrative Agent shall, at the request of any Guarantor, execute and deliver to such Guarantor all documents reasonably necessary to evidence the termination of the subordination provided for in this Section 2.09.
Section 2.10 — Limitation on Guarantor Liability
Notwithstanding any other provision of this Guaranty to the contrary, the liability of each Guarantor under this Guaranty shall be limited to the maximum amount that can be guaranteed by such Guarantor without rendering this Guaranty, as to such Guarantor, voidable or avoidable under applicable fraudulent transfer or fraudulent conveyance laws, including, without limitation, Section 544 or Section 548 of Title 11 of the United States Code (the Bankruptcy Code), the Uniform Fraudulent Transfer Act (or the Uniform Voidable Transactions Act, as applicable), the Uniform Fraudulent Conveyance Act, or any other applicable state fraudulent transfer or fraudulent conveyance statute or common law as in effect in the State of Iowa, the State of Delaware, or the State of Illinois, as applicable to the respective Guarantor's jurisdiction of organization. In determining the maximum amount that may be guaranteed by each Guarantor consistent with the foregoing, due consideration shall be given to the direct and indirect benefits accruing to such Guarantor from the extensions of credit under the Credit Agreement and the other Loan Documents, including, without limitation, the benefits of the centralized treasury and working capital management services provided by the Borrower to the operating subsidiaries, the benefits of the refinancing of the Existing Credit Facility, and the ongoing availability of revolving credit to fund the operations of the consolidated enterprise. It is the intent of the parties that the guarantee of each Guarantor hereunder shall be in the largest amount that, at the time such guarantee is deemed made for purposes of any applicable fraudulent transfer or fraudulent conveyance analysis, would not result in such guarantee being deemed a fraudulent transfer or conveyance.
Section 2.11 — Contribution Among Guarantors
In the event that any Guarantor (the "Paying Guarantor") makes any payment under this Guaranty in excess of its pro rata share of the Guaranteed Obligations (determined based on the relative net worth of each Guarantor, or such other equitable measure as may be determined by a court of competent jurisdiction in the event of a dispute among the Guarantors), such Paying Guarantor shall be entitled to receive contribution from each other Guarantor in the amount of such other Guarantor's pro rata share of such excess payment; provided, however, that such right of contribution (a) shall in all respects be subordinate and junior in right of payment to the Guaranteed Obligations and the rights of the Secured Parties hereunder and under the Credit Agreement and the other Loan Documents, and (b) shall not be exercised by any Guarantor until all Guaranteed Obligations have been indefeasibly paid in full in cash and all commitments under the Credit Agreement have been irrevocably terminated. The provisions of this Section 2.11 are intended solely to define the relative rights of the Guarantors and shall not inure to the benefit of the Administrative Agent, any Lender, or any other Secured Party.
ARTICLE III — REPRESENTATIONS AND WARRANTIES
Each Guarantor hereby represents and warrants to the Administrative Agent and each of the Secured Parties as of the date hereof, and as of each date on which any extension of credit is made under the Credit Agreement, as follows:
Section 3.01 — Organization and Good Standing
(a) Holdings is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware, with Delaware Secretary of State File No. 7291538 and Employer Identification Number 82-5047391. Holdings has all requisite corporate power and authority to own, lease, and operate its properties and to carry on its business as presently conducted.
(b) GGS is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Iowa, with Employer Identification Number 84-2093417. GGS has all requisite limited liability company power and authority to own, lease, and operate its properties, including its fourteen (14) grain elevator facilities, and to carry on its business as presently conducted.
(c) GCI is a corporation duly organized, validly existing, and in good standing under the laws of the State of Illinois, with Illinois Secretary of State File No. 08294731 and Employer Identification Number 37-6182049. GCI has all requisite corporate power and authority to own, lease, and operate its properties and to carry on its business as presently conducted.
(d) Each Guarantor is duly qualified, authorized, and licensed to do business and is in good standing in each jurisdiction in which the ownership, leasing, or operation of its properties or the conduct of its business requires such qualification, authorization, or licensing, except where the failure to be so qualified, authorized, or licensed could not reasonably be expected to have a Material Adverse Effect.
Section 3.02 — Power and Authority
Each Guarantor has all requisite corporate or limited liability company power and authority (as applicable) to execute, deliver, and perform this Guaranty Agreement and each other Loan Document to which it is a party, and to consummate the transactions contemplated hereby and thereby.
Section 3.03 — Due Authorization; No Conflicts
(a) The execution, delivery, and performance by each Guarantor of this Guaranty and each other Loan Document to which such Guarantor is a party have been duly authorized by all necessary corporate or limited liability company action, as applicable, on the part of such Guarantor, including all requisite board of directors or managers resolutions, member consents, and stockholder or member approvals, as applicable.
(b) The execution, delivery, and performance by each Guarantor of this Guaranty and each other Loan Document to which such Guarantor is a party, and the consummation of the transactions contemplated hereby and thereby, do not and will not (i) violate, conflict with, or result in any breach of any provision of the certificate of incorporation, bylaws, certificate of formation, operating agreement, or other organizational documents of such Guarantor, (ii) violate, conflict with, or result in a breach of, or constitute (with notice or lapse of time, or both) a default under, or result in the acceleration or required prepayment of, or result in the creation of any lien (other than liens permitted under the Credit Agreement) upon any assets or properties of such Guarantor pursuant to, any applicable law, statute, regulation, rule, order, writ, injunction, judgment, or decree of any governmental authority, or any indenture, agreement, lease, instrument, or other arrangement to which such Guarantor is a party or by which it or any of its properties is bound, except, in the case of clause (ii) above, where such violation, conflict, breach, default, acceleration, prepayment, or creation of a lien could not reasonably be expected to have a Material Adverse Effect, or (iii) require any consent of, authorization by, approval of, notice to, or filing or registration with, any Person (including any governmental authority), other than those that have been obtained or made and are in full force and effect and other than filings and recordings in connection with the Security Documents.
Section 3.04 — Enforceability
This Guaranty has been duly executed and delivered by each Guarantor and constitutes the legal, valid, and binding obligation of each Guarantor, enforceable against such Guarantor in accordance with its terms, except as enforcement may be limited by (a) applicable bankruptcy, insolvency, reorganization, receivership, moratorium, fraudulent conveyance, or other similar laws affecting the enforcement of creditors' rights generally, and (b) general principles of equity, whether such enforceability is considered in a proceeding in equity or at law (including concepts of materiality, reasonableness, good faith, and fair dealing).
Section 3.05 — No Consents Required
No consent, approval, authorization, license, permit, or order of, or registration or filing with, or notice to, any governmental authority, regulatory body, or any other third party is required for the execution, delivery, or performance by any Guarantor of this Guaranty or any other Loan Document to which such Guarantor is a party, or for the consummation of the transactions contemplated hereby or thereby, other than (a) filings that may be required under applicable federal or state securities laws (which filings shall be timely made by the applicable Guarantor), (b) the filing of UCC financing statements in the applicable filing offices, (c) the recording of the Mortgages and related fixture filings in the applicable county recording offices in Iowa and Illinois, and (d) other filings, recordings, and registrations made pursuant to the Security Documents, each of which has been or shall be timely made.
Section 3.06 — No Litigation
No action, suit, investigation, litigation, or proceeding (including any environmental proceeding) is pending or, to the knowledge of any Guarantor, threatened in writing against or affecting any Guarantor before any court, arbitrator, or governmental authority that (a) relates to this Guaranty, the Credit Agreement, or any other Loan Document or the transactions contemplated hereby or thereby, or (b) if adversely determined, could reasonably be expected to have a Material Adverse Effect on the ability of such Guarantor to perform its obligations under this Guaranty or any other Loan Document to which such Guarantor is a party.
Section 3.07 — Financial Condition; Solvency
(a) Each Guarantor is Solvent (as defined below) and will not be rendered insolvent by the execution and delivery of this Guaranty or by the performance of its obligations hereunder. As used in this Section, "Solvent" means, with respect to any Person on any date of determination, that on such date (i) the fair value of the assets of such Person, on a going concern basis, exceeds the total amount of liabilities (including contingent and unliquidated liabilities) of such Person, (ii) the fair salable value of the assets of such Person exceeds the total amount of liabilities (including contingent and unliquidated liabilities) of such Person, (iii) such Person is able to pay its debts and other liabilities, contingent obligations, and commitments as they mature in the normal course of business, (iv) such Person does not have unreasonably small capital for the businesses in which it is engaged, and (v) such Person has not incurred and does not intend to incur, and does not believe that it will incur, debts beyond its ability to pay such debts as they become due (whether at maturity or otherwise).
(b) After giving effect to this Guaranty and the transactions contemplated by the Credit Agreement and the other Loan Documents (including the incurrence of the Guaranteed Obligations and the granting of liens and security interests pursuant to the Security Documents), the fair value and fair salable value of each Guarantor's assets exceeds its total liabilities, including contingent and unliquidated liabilities, and each Guarantor has sufficient capital and cash flow to conduct its business and pay its debts as they become due in the ordinary course.
(c) In connection with the foregoing, the Borrower has delivered to the Administrative Agent the Borrower's consolidated financial statements for the fiscal year ended December 31, 2021, which were audited by Ashford, Kline & Pearce LLP and reflected consolidated revenue of $347,200,000 and total consolidated assets of $289,600,000 as of June 30, 2022, and the Borrower's projected revenue for the fiscal year ending December 31, 2022 is approximately $391,500,000. Such financial statements fairly present in all material respects the consolidated financial position of the Borrower and its subsidiaries (including the Guarantors) as of the dates indicated and the results of their operations for the periods covered thereby, in each case in accordance with GAAP (subject, in the case of unaudited financial statements, to normal year-end adjustments and the absence of footnotes).
Section 3.08 — Benefit
Each Guarantor acknowledges and confirms that (a) it has received, and will continue to receive, direct and indirect benefits from the extensions of credit made and to be made to the Borrower under the Credit Agreement and the other Loan Documents, (b) the execution and delivery of this Guaranty is in the best interests of such Guarantor, (c) such Guarantor has had the opportunity to review the Credit Agreement and the other Loan Documents and has had the opportunity to consult with legal counsel of its own choosing, (d) the benefits to such Guarantor from the extensions of credit to the Borrower under the Credit Agreement constitute reasonably equivalent value and fair consideration for the obligations of such Guarantor under this Guaranty, and (e) such Guarantor has been and will continue to be benefited by the availability of the Revolving Credit Facility and the Borrower's centralized treasury and working capital management functions.
ARTICLE IV — COVENANTS
Each Guarantor hereby covenants and agrees with the Administrative Agent and the Secured Parties as follows:
Section 4.01 — Compliance with Credit Agreement Covenants
Each Guarantor covenants and agrees to comply fully with all covenants and obligations set forth in the Credit Agreement that are applicable to such Guarantor, including, without limitation, the following:
(a) Preservation of Existence. Each Guarantor shall preserve, renew, and maintain in full force and effect its corporate or limited liability company existence and its rights, privileges, qualifications, and franchises under the laws of its jurisdiction of organization and of each other jurisdiction in which the nature of its business makes such qualification necessary, except where the failure to maintain such qualifications could not reasonably be expected to have a Material Adverse Effect.
(b) Books and Records. Each Guarantor shall keep proper books of record and account, in which full, true, and correct entries in conformity with GAAP consistently applied shall be made of all its financial transactions and matters involving its assets and business.
(c) Compliance with Laws. Each Guarantor shall comply in all material respects with all applicable laws, statutes, regulations, rules, orders, and decrees of any governmental authority, including, without limitation, all environmental, labor, tax, and regulatory requirements applicable to its business and operations.
(d) Payment of Taxes. Each Guarantor shall pay and discharge, or cause to be paid and discharged, before the same shall become delinquent, all taxes, assessments, and governmental charges imposed upon it or upon its properties or revenues, unless and only to the extent that (i) the same are being contested in good faith by appropriate proceedings diligently conducted and (ii) adequate reserves in conformity with GAAP have been set aside on the books of such Guarantor therefor.
(e) Insurance. Each Guarantor shall maintain, with financially sound and reputable insurance companies (including Northstar Mutual Insurance Company, brokered by Redwood Insurance Group, Inc.), insurance with respect to its properties and business against loss or damage of the kinds and in the amounts customarily insured against by Persons engaged in the same or similar businesses and similarly situated, including, without limitation, crop insurance, property and casualty insurance, commercial general liability insurance, and business interruption insurance. All property and casualty insurance policies and, to the extent required under the Security Documents, all other insurance policies shall name the Collateral Agent as loss payee or additional insured, as applicable, pursuant to loss payee endorsements in form and substance satisfactory to the Collateral Agent.
(f) Financial Reporting. Each Guarantor shall cause to be delivered to the Administrative Agent (i) annual audited consolidated financial statements of the Borrower and its subsidiaries (including the Guarantors) prepared by Ashford, Kline & Pearce LLP (or another nationally or regionally recognized firm of independent certified public accountants acceptable to the Administrative Agent), (ii) monthly and quarterly unaudited consolidated financial statements of the Borrower and its subsidiaries, and (iii) such other financial statements, reports, certificates, and information as may be required under the Credit Agreement, in each case within the time periods and in the form and substance specified in the Credit Agreement.
Section 4.02 — Maintenance of Status
Each Guarantor shall maintain its legal existence in its jurisdiction of organization and shall remain in good standing under the laws of such jurisdiction. Each Guarantor shall maintain its qualification to do business and good standing in each other jurisdiction in which the nature of its business or the ownership, leasing, or operation of its properties makes such qualification necessary, including, as applicable, the States of Iowa, Illinois, Indiana, and Delaware, except where the failure to maintain such qualification could not reasonably be expected to have a Material Adverse Effect.
Section 4.03 — Notice of Default
Each Guarantor shall promptly, and in any event within five (5) business days after such Guarantor obtains knowledge thereof, notify the Administrative Agent in writing of:
(a) the occurrence of any Default or Event of Default under the Credit Agreement, this Guaranty, or any other Loan Document, specifying the nature and extent thereof and the action, if any, that such Guarantor proposes to take with respect thereto;
(b) the commencement or written threat of any litigation, investigation, arbitration, or proceeding against or affecting such Guarantor or any of its properties before any court, governmental authority, or arbitrator that (i) seeks damages in excess of $500,000 (individually or in the aggregate), (ii) seeks injunctive relief, or (iii) could reasonably be expected to have a Material Adverse Effect; and
(c) any material change in the financial condition of such Guarantor, including, without limitation, any event or development that has resulted in, or could reasonably be expected to result in, a Material Adverse Effect on the assets, liabilities, financial condition, results of operations, or business of such Guarantor.
Section 4.04 — Further Assurances
Each Guarantor agrees that, at any time and from time to time upon the written request of the Administrative Agent, such Guarantor will promptly and duly execute and deliver, or cause to be executed and delivered, such further documents, instruments, agreements, financing statements, certificates, and assurances and take such further actions as the Administrative Agent may reasonably request in order to carry out more effectively the purposes of this Guaranty, to evidence and perfect the rights and remedies of the Secured Parties hereunder, and to protect the interests of the Administrative Agent and the Secured Parties in the Guaranteed Obligations and under this Guaranty. Without limiting the generality of the foregoing, each Guarantor shall execute and deliver such amendments, supplements, and reaffirmations of this Guaranty as the Administrative Agent may reasonably request in connection with any amendment, restatement, supplement, or modification of the Credit Agreement or any other Loan Document.
Section 4.05 — Information
Each Guarantor shall furnish to the Administrative Agent, promptly upon request, such information regarding the business, assets, liabilities, operations, and financial condition of such Guarantor as the Administrative Agent may from time to time reasonably request, including, without limitation, copies of all material contracts, leases, permits, licenses, and governmental approvals, and such other information, reports, statements, lists of property and equipment, and any other data as the Administrative Agent may reasonably require. Each Guarantor shall permit representatives of the Administrative Agent, during normal business hours and upon reasonable prior notice (or at any time without notice if an Event of Default has occurred and is continuing), to visit and inspect its properties, to examine and make extracts from its books and records, and to discuss its affairs, finances, and condition with its officers, employees, and independent public accountants.
ARTICLE V — WAIVERS
Section 5.01 — Waivers by Guarantors
Each Guarantor hereby waives, to the fullest extent permitted by applicable law, each of the following:
(a) notice of acceptance of this Guaranty by the Administrative Agent or any Secured Party;
(b) notice of any loans made, credit extended, collateral received, or any other action taken in reliance on this Guaranty, all of which shall be conclusively presumed to have been made, extended, received, or taken in reliance on this Guaranty;
(c) presentment and demand for payment of any of the Guaranteed Obligations, protest and notice of dishonor or nonpayment with respect to any of the Guaranteed Obligations, and notice of the amount of the Guaranteed Obligations outstanding at any time;
(d) notice of any Default or Event of Default under the Credit Agreement or any other Loan Document, except as specifically required to be provided to the Guarantors under Article IV hereof;
(e) any requirement that the Administrative Agent or any Secured Party exhaust any right, power, or remedy, or proceed against the Borrower, any other Guarantor, any other Person, or any collateral or security, before proceeding against any Guarantor under this Guaranty;
(f) any defense based on or arising out of any defense of the Borrower or any Guarantor based on suretyship, or the impairment, loss, release, or diminution in value of any collateral or security at any time held by or available to the Administrative Agent, the Collateral Agent, or any Secured Party;
(g) any defense arising by reason of any incapacity, disability, lack of authority, or lack of corporate or limited liability company power of the Borrower or any other Person;
(h) any defense based on any statute of limitations in any action under or related to this Guaranty, the Credit Agreement, or any other Loan Document;
(i) any right to revoke this Guaranty, except upon the indefeasible payment in full in cash of all Guaranteed Obligations and the irrevocable termination of all commitments under the Credit Agreement;
(j) any defense arising under any anti-deficiency law, "one-action" rule, "one-form-of-action" rule, or any similar law of any jurisdiction that might otherwise limit the right of the Administrative Agent or any Secured Party to bring an action against any Guarantor under this Guaranty;
(k) notice of any renewal, extension, modification, amendment, supplement, acceleration, or other change in the terms, conditions, or provisions of the Credit Agreement, any other Loan Document, or any Guaranteed Obligation;
(l) any duty on the part of the Administrative Agent or any Secured Party to disclose to any Guarantor any matter, fact, or thing relating to the business, operations, or condition (financial or otherwise) of the Borrower or any other Person now known or hereafter known by the Administrative Agent or any Secured Party; and
(m) diligence in collection or protection of or realization upon the Guaranteed Obligations or any part thereof, any obligation hereunder, or any collateral or security for any of the foregoing.
Section 5.02 — Election of Remedies
The exercise by the Administrative Agent or any Secured Party of any right or remedy available under the Credit Agreement, the Security Agreement, the Mortgages, or any other Loan Document, or otherwise available at law or in equity, including, without limitation, the foreclosure of any mortgage or security interest, the sale or other disposition of any collateral, or the acceptance of a deed or assignment in lieu of foreclosure, shall not impair, reduce, release, or otherwise affect the obligations of any Guarantor under this Guaranty. No election of remedies by the Administrative Agent or any Secured Party, whether or not resulting in the impairment or destruction of any right of subrogation of any Guarantor or resulting in any deficiency in the recovery of any Guaranteed Obligation, shall release or discharge any Guarantor from its obligations hereunder or under any other Loan Document. The obligations of each Guarantor under this Guaranty shall remain in full force and effect without regard to whether the Administrative Agent or any Secured Party holds any collateral or security, or the value of any such collateral or security, or whether the Administrative Agent or any Secured Party shall have exercised or declined to exercise any rights with respect thereto.
ARTICLE VI — EVENTS OF DEFAULT AND REMEDIES
Section 6.01 — Events of Default
Any Event of Default under and as defined in the Credit Agreement shall constitute an Event of Default under this Guaranty. Without limiting the generality of the foregoing, the Events of Default under the Credit Agreement include, among others, the following: (a) failure to pay any principal, interest, fee, or other amount when due under the Credit Agreement or any other Loan Document; (b) any breach of the financial covenants set forth in the Credit Agreement during any Trigger Period (including the covenant to maintain a minimum Fixed Charge Coverage Ratio); (c) any breach of any representation, warranty, or covenant set forth in the Credit Agreement, this Guaranty, or any other Loan Document; (d) any cross-default to any other indebtedness in excess of the thresholds specified in the Credit Agreement; (e) any insolvency, bankruptcy, receivership, or similar event with respect to the Borrower or any Guarantor; (f) any Change of Control, including any event whereby the Lindstrom Family Trust ceases to directly or indirectly own at least fifty-one percent (51%) of the issued and outstanding equity interests in Holdings; (g) any ERISA Event that could reasonably be expected to result in aggregate liability exceeding the threshold specified in the Credit Agreement; and (h) any other event or circumstance constituting an Event of Default under the Credit Agreement. Each Guarantor acknowledges that it has reviewed and is familiar with the Events of Default set forth in the Credit Agreement.
Section 6.02 — Remedies Upon Event of Default
Upon the occurrence and during the continuance of an Event of Default, the Administrative Agent may, and at the direction of the Required Lenders (as defined in the Credit Agreement) shall, make demand upon any or all Guarantors for the immediate payment of all Guaranteed Obligations then outstanding (including all principal, accrued and unpaid interest, fees, expenses, indemnities, and all other amounts constituting Guaranteed Obligations). In addition, the Administrative Agent may exercise any and all rights and remedies available to the Administrative Agent and the Secured Parties under this Guaranty, the Credit Agreement, the other Loan Documents, and applicable law. All rights and remedies of the Administrative Agent and the Secured Parties under this Guaranty, the Credit Agreement, the other Loan Documents, and applicable law are cumulative and not exclusive of any other rights or remedies that the Administrative Agent or any Secured Party may have. No failure on the part of the Administrative Agent or any Secured Party to exercise, and no delay in exercising, any right, power, or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power, or remedy preclude any other or further exercise thereof or the exercise of any other right, power, or remedy.
ARTICLE VII — APPLICATION OF PAYMENTS
Section 7.01 — Application
All payments received by the Administrative Agent from any Guarantor under or in connection with this Guaranty shall be applied in the order and manner set forth in the payment waterfall provisions of the Credit Agreement, as follows:
First, to the payment of all costs, expenses, and indemnification obligations then due and payable to the Administrative Agent and the Collateral Agent under the Credit Agreement, this Guaranty, and the other Loan Documents, including, without limitation, all reasonable and documented attorneys' fees and expenses;
Second, to the payment of all accrued and unpaid interest on the Guaranteed Obligations (including post-petition interest, if applicable), ratably among the Secured Parties in proportion to the respective amounts thereof then due and owing;
Third, to the payment of all outstanding principal of the loans under the Credit Agreement and all reimbursement obligations with respect to letters of credit, ratably among the Secured Parties in proportion to the respective amounts thereof then due and owing;
Fourth, to the payment of all other Guaranteed Obligations then due and owing, ratably among the Secured Parties in proportion to the respective amounts thereof then due and owing; and
Fifth, any remaining amounts, to the Borrower or as otherwise directed by a court of competent jurisdiction.
The Administrative Agent shall have reasonable discretion in the allocation of payments among the Secured Parties in accordance with the foregoing payment waterfall, subject in all events to the pro rata sharing provisions set forth in the Credit Agreement. Each Guarantor agrees that, in making any payment under this Guaranty, such Guarantor shall have no right to direct the application of any such payment.
ARTICLE VIII — MISCELLANEOUS
Section 8.01 — Notices
All notices, requests, demands, consents, instructions, and other communications required or permitted to be given under this Guaranty shall be in writing and shall be delivered personally, sent by overnight courier service (with charges prepaid), sent by registered or certified mail (postage prepaid, return receipt requested), or sent by electronic mail (with confirmation of receipt), and shall be deemed to have been given (a) upon receipt, if delivered personally, (b) one (1) business day after deposit with an overnight courier service, if sent by overnight courier, (c) three (3) business days after deposit in the United States mail, if sent by registered or certified mail, or (d) upon confirmation of receipt (excluding automated "out of office" or similar responses), if sent by electronic mail, in each case addressed to the applicable party at its respective address set forth below (or at such other address as such party may designate by notice to the other parties in accordance with this Section 8.01):
If to Holdings:
Greenfield Holdings Corp. 1209 Orange Street Wilmington, Delaware 19801 c/o National Corporate Services Inc.
with a copy (which shall not constitute notice) to:
Greenfield Holdings Corp. c/o Greenfield Agricultural Partners LLC 4100 Grand Prairie Boulevard, Suite 300 Des Moines, Iowa 50309
Att

GUARANTY AGREEMENT

GUARANTY AGREEMENT

GREENFIELD HOLDINGS CORP.,

GREENFIELD GRAIN STORAGE LLC,

GREENFIELD CROP INPUTS INC.,

HEARTLAND COMMERCE BANK, NATIONAL ASSOCIATION,

TABLE OF CONTENTS

GUARANTY AGREEMENT

RECITALS

Record

Parties

Dates

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