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PRIVILEGED AND CONFIDENTIAL

CALDERWOOD & HARKNESS LLP Attorneys at Law 150 North Michigan Avenue, Suite 3600 Chicago, Illinois 60601 Telephone: (312) 555-7200 Facsimile: (312) 555-7201 www.calderwoodharkness.com

November 1, 2022

VIA EMAIL AND FIRST CLASS MAIL

Lauren Chisholm, Esq. Senior Associate Kessler, Brandt & Whitfield LLP 311 South Wacker Drive, Suite 5400 Chicago, Illinois 60606

Re: $80,000,000 Senior Secured Asset-Based Revolving Credit Facility — Credit Agreement, Third Markup

Borrower: Greenfield Agricultural Partners LLC Administrative Agent: Heartland Commerce Bank, National Association KBW Third Draft dated October 28, 2022

Dear Ms. Chisholm:

We write on behalf of our client, Greenfield Agricultural Partners LLC ("Greenfield" or "GAP"), in connection with the proposed $80,000,000 senior secured asset-based revolving credit facility (the "Facility") to be provided by a syndicate of lenders led by Heartland Commerce Bank, National Association ("HCB" or the "Agent"), pursuant to that certain Credit Agreement currently under negotiation (the "Credit Agreement"). Unless otherwise defined herein, capitalized terms used in this letter have the meanings assigned to them in the Credit Agreement.

Enclosed with this letter is Calderwood & Harkness LLP's ("C&H") third markup (redline) of the Credit Agreement, marked against Kessler, Brandt & Whitfield LLP's ("KBW") third draft dated October 28, 2022 (the "KBW Third Draft"). Our third markup reflects the Borrower's remaining comments and proposed revisions following the negotiation call held on October 21, 2022, among C&H (Ian Blackwood and Sophie Tremblay), Greenfield (Patricia Calloway and Nina Vasquez), KBW (Richard Whitfield and Lauren Chisholm), and HCB (Gregory Thorn and Allison Kuo) (the "October 21 Call").

We wish to acknowledge at the outset that many of the issues raised on the October 21 Call have been substantially resolved in the KBW Third Draft, and we appreciate KBW's and HCB's constructive engagement on a number of the Borrower's prior comments. This letter focuses on the remaining open items that are addressed in our third markup and for which we believe further discussion is warranted. We have organized these comments by subject matter for ease of reference. We encourage KBW and HCB to review these comments in conjunction with the enclosed redline, which contains additional conforming and technical changes not separately addressed in this letter.

1. Material Adverse Change (MAC) Definition

1.1 Scope of MAC Definition

The definition of "Material Adverse Change" (or "Material Adverse Effect") set forth in Section 1.01 of the KBW Third Draft remains, in the Borrower's view, overly broad and not consistent with current market practice for asset-based lending facilities of this type and size. As currently drafted, the MAC definition encompasses any event, circumstance, or condition that "could reasonably be expected" to have a material adverse effect on the business, operations, financial condition, or assets of the Borrower and its Subsidiaries taken as a whole. The "could reasonably be expected" standard is a lower threshold than the formulation customarily employed in ABL credit agreements and creates an unacceptable degree of ambiguity as to the scope of events captured by the definition.

The Borrower has proposed in its third markup that the MAC standard be tightened to require that the relevant event, circumstance, or condition "has had or would reasonably be expected to have" a material adverse effect. This formulation — which requires either an actual adverse effect or a forward-looking assessment that an adverse effect would reasonably be expected to occur, rather than merely one that "could" occur — is a more customary and balanced standard for ABL facilities and is consistent with precedent transactions in the agricultural sector that we have reviewed.

In addition, the Borrower has proposed specific carve-outs from the MAC definition to address categories of events and conditions that should not, standing alone, constitute a Material Adverse Change. These proposed carve-outs are as follows:

(a) changes in general economic or market conditions (including changes in interest rates, currency exchange rates, or conditions in the financial, banking, or securities markets);

(b) changes in commodity prices, including without limitation prices for corn, soybeans, and specialty grains;

(d) seasonal fluctuations in revenue, inventory levels, working capital, and cash flow consistent with Greenfield's historical operating patterns; and

(e) changes, conditions, or events affecting the agricultural industry generally,

in each case, so long as such changes, conditions, or events do not disproportionately affect the Borrower and its Subsidiaries, taken as a whole, relative to other participants in the agricultural sector of comparable size and scope.

We wish to emphasize the importance of the seasonal-fluctuation carve-out set forth in clause (d) above. As the Agent is aware from the materials provided in connection with the field examination and the diligence process, Greenfield's business model is characterized by significant seasonal variability. GAP's peak seasonal inventory levels typically range from $125 million to $145 million during the harvest period of September through November, reflecting the concentration of grain delivery, storage, and marketing activities during the fall harvest season. By contrast, inventory levels during the spring months are substantially lower, reflecting the crop-input purchasing and planting cycle. Similarly, working capital and cash flow patterns exhibit pronounced seasonal fluctuations that are inherent in and characteristic of the agricultural commodities business. The MAC definition, as currently drafted, could inadvertently capture ordinary seasonal cyclicality — particularly a decline in inventory values or working capital during the off-season — and characterize it as a Material Adverse Change, which would be an unreasonable and unintended result. The proposed carve-out is narrowly tailored to address this concern and includes the "disproportionate effect" qualifier to protect the Lenders' interests.

1.2 MAC as Event of Default vs. Representation Bring-Down

The Borrower continues to object to the inclusion of a standalone Material Adverse Change Event of Default in Section 8.01(m) of the Credit Agreement. As drafted, this provision would trigger an Event of Default upon the occurrence of any event or condition that constitutes a Material Adverse Change, effectively granting the Agent a subjective termination right that could be exercised at any time based on its determination that a MAC has occurred. This formulation is inconsistent with the asset-based lending paradigm, under which the Lenders' primary protections derive from the collateral coverage provided by the Borrowing Base and the associated advance rates, reserves, and eligibility criteria, rather than from subjective financial-condition assessments of the type embodied in a freestanding MAC Event of Default.

The Borrower's strongly preferred position is that the Material Adverse Change concept should operate solely as a representation bring-down at the time of each borrowing — that is, as a condition precedent under Article V, requiring the Borrower to represent at the time of each Loan request that no Material Adverse Change has occurred since the date of the most recent financial statements delivered under the Credit Agreement. This approach is consistent with the majority of ABL precedent transactions we have reviewed and appropriately allocates risk in the context of an asset-based facility.

At a minimum, if the standalone MAC Event of Default in Section 8.01(m) is to be retained, the Borrower requests that it incorporate by reference the same carve-outs proposed for the MAC definition in Section 1.01, as described in Section 1.1 of this letter. Without such carve-outs, the standalone MAC Event of Default would have an even broader scope than the MAC representation, creating an internal inconsistency within the Credit Agreement.

2. Cure Rights and Notice Provisions

2.1 Financial Covenant Cure Period

The Credit Agreement includes a springing Fixed Charge Coverage Ratio ("FCCR") covenant requiring the Borrower to maintain a minimum FCCR of not less than 1.10 to 1.00, tested only during a Trigger Period (i.e., when Excess Availability falls below the greater of (x) 12.5% of the then-applicable Borrowing Base and (y) $10,000,000). This springing covenant structure is an important feature of the Facility from the Borrower's perspective and was a key element of the agreed commercial terms. However, as currently drafted, the FCCR covenant provides no equity cure right in the event that the Borrower fails to satisfy the minimum FCCR during a Trigger Period.

The Borrower has proposed in its third markup a limited equity cure right that would permit Greenfield Holdings Corp. ("Holdings") to contribute cash equity to GAP within ten (10) business days following the date on which the applicable compliance certificate is delivered to the Agent, with such contribution to be added to EBITDA (or, at the Borrower's election, treated as a reduction of Fixed Charges) for purposes of calculating the FCCR for the relevant test period. This equity cure mechanism is subject to the following customary ABL limitations:

(a) no more than two (2) equity cures may be exercised in any trailing twelve-month period;

(b) no more than four (4) equity cures may be exercised over the term of the Facility;

(c) the amount of any equity cure contribution shall be limited to the minimum amount necessary to achieve compliance with the minimum FCCR of 1.10 to 1.00 for the relevant test period (i.e., over-curing is not permitted); and

(d) the equity cure contribution must be in the form of a cash equity contribution and not a loan, and must be made without any condition, restriction, or obligation of repayment that would impair its treatment as equity for purposes of the FCCR calculation.

These limitations are consistent with market practice for equity cure provisions in ABL facilities and are designed to ensure that the cure right is used only as a true backstop rather than as a mechanism for ongoing subsidization of the Borrower's operations. We note that the Borrower's ownership structure supports the viability and credibility of this cure right: the Lindstrom Family Trust holds approximately 62% of the outstanding equity interests in Holdings, and Calloway-Foss Investments LP holds approximately 28%, such that these two holders together control approximately 90% of Holdings and have the financial capacity to fund cure contributions if needed. The remaining 10% is held through a management equity plan.

2.2 Cross-Default Cure Period

Section 8.01(e) of the KBW Third Draft provides that an Event of Default occurs upon the occurrence of a default by the Borrower or any Subsidiary under any other indebtedness having an aggregate outstanding principal amount in excess of $1,000,000. As currently drafted, this cross-default provision does not afford the Borrower any grace period to match the cure period, if any, available under the underlying obligation, and it is triggered by a mere default under the other indebtedness rather than requiring acceleration of such indebtedness.

The Borrower has proposed two modifications to Section 8.01(e):

First, the cross-default provision should not be triggered unless (i) the default under the other indebtedness has not been cured within any applicable grace or cure period provided under the terms of such other indebtedness, and (ii) acceleration of the other indebtedness has actually occurred. A cross-default that is triggered by an uncured default alone — without requiring actual acceleration — creates the risk of a cascade of defaults that may arise from technical or curable breaches under other agreements, and is inconsistent with the Borrower's reasonable expectation that it will have the opportunity to address defaults under its other obligations before the Facility is placed in default.

Second, the $1,000,000 cross-default threshold is too low in relation to the Borrower's scale of operations. For the fiscal year ended December 31, 2021, Greenfield reported revenue of approximately $347.2 million, and as of June 30, 2022, Greenfield's total assets were approximately $289.6 million. A $1,000,000 cross-default threshold represents less than 0.35% of total assets and is not reflective of the materiality standard that should govern the triggering of a cross-default Event of Default under a facility of this size. The Borrower proposes raising the cross-default threshold to $2,500,000, which is more consistent with market practice for agricultural borrowers of comparable size.

2.3 Notice and Cure for Non-Financial Defaults

The Borrower has proposed in its third markup a 30-day cure period for non-financial, non-payment Events of Default under the Credit Agreement that are, by their nature, susceptible to cure. This cure period would run from the earlier of (x) the date on which a Responsible Officer of the Borrower obtains actual knowledge of the relevant default and (y) the date on which the Borrower receives written notice from the Agent identifying the default. The KBW Third Draft currently provides for only a 15-day cure period for such defaults.

A 30-day cure period is consistent with market standard for ABL transactions of this size and complexity. Many non-financial, non-payment defaults — such as breaches of affirmative covenants relating to maintenance of properties, compliance with laws, or delivery of information — may require a reasonable period to investigate, assess, and remediate. A 15-day period is unduly compressed and does not afford the Borrower a realistic opportunity to effect a cure, particularly for defaults that may arise at geographically dispersed operating locations (Greenfield operates 14 grain elevators across Iowa and 3 distribution centers in Iowa and Illinois). The Borrower respectfully submits that 30 days is the appropriate cure period.

3. Minimum Excess Availability Covenant

3.1 Minimum Threshold

The Minimum Excess Availability covenant set forth in Section 7.13 of the Credit Agreement requires the Borrower to maintain Excess Availability of not less than $5,000,000 at all times. The Borrower accepts this threshold, which is consistent with the terms agreed in the revised term sheet dated September 9, 2022.

However, the operative language of the covenant requires clarification. As currently drafted, the covenant appears to impose a real-time, continuous testing requirement — i.e., the Borrower must maintain Excess Availability of at least $5,000,000 at each moment throughout the term of the Facility. While the Borrower acknowledges that Excess Availability is a dynamic measure that changes with each borrowing, repayment, and Borrowing Base fluctuation, the Borrower requests that the covenant be clarified to provide that compliance is tested based on the most recently delivered Borrowing Base Certificate (and any interim updates thereto), rather than on a hypothetical real-time basis that may not correspond to any delivered Borrowing Base Certificate. The Borrower has proposed appropriate true-up mechanics in its third markup to address situations where an interim event (e.g., a change in the Borrowing Base resulting from updated collateral valuations) causes Excess Availability to fall below the minimum threshold between regularly scheduled Borrowing Base Certificate deliveries.

3.2 Interaction with Trigger Period

The Borrower wishes to raise an important structural point regarding the interaction between the Minimum Excess Availability covenant, the Trigger Period, and the Agent's remedies during a Trigger Period.

The Trigger Period threshold — the greater of 12.5% of the then-applicable Borrowing Base and $10,000,000 — is, by design, significantly higher than the Minimum Excess Availability covenant threshold of $5,000,000. This means that the springing FCCR covenant and enhanced reporting requirements associated with a Trigger Period are triggered well before the Borrower's Excess Availability falls to a level that would constitute a breach of the Minimum Excess Availability covenant. This tiered structure is appropriate and was agreed by the parties. However, the Borrower requests confirmation and clarification of the following points:

(a) A Trigger Period is not itself an Event of Default. The commencement of a Trigger Period triggers enhanced reporting and financial covenant testing obligations, but the mere fact that Excess Availability has fallen below the Trigger Period threshold should not, standing alone, constitute a Default or Event of Default under the Credit Agreement.

(b) The Agent's enhanced remedies during a Trigger Period — specifically, the requirement to deliver weekly Borrowing Base Certificates (rather than monthly) and to provide daily cash receipts reporting — do not include the right to impose cash dominion or a full cash sweep absent a separate Event of Default or a further decline in Excess Availability below the Minimum Excess Availability threshold. The KBW Third Draft is ambiguous on this point, and the Borrower's reading of certain provisions of Section 2.04 suggests that the Agent may assert the right to impose a dominion/sweep upon the commencement of any Trigger Period.

The Borrower proposes a "springing dominion" construct under which cash dominion — meaning the Agent's right to require the Borrower to direct all cash receipts to a controlled deposit account with automatic application to outstanding Loans — would be triggered only upon the occurrence of (i) an Event of Default or (ii) Excess Availability falling below $5,000,000 for five (5) consecutive business days. This construct preserves the Agent's ability to exercise dominion in circumstances of genuine financial distress while affording the Borrower the operational flexibility to manage its cash flows during the ordinary course of business, including during Trigger Periods that may be caused by temporary or seasonal fluctuations in the Borrowing Base.

The Borrower views the springing dominion structure as a critical element of the Facility and requests that this issue be addressed on the next negotiation call.

4. Distribution Covenant

4.1 Conditions to Permitted Distributions

Section 7.06 of the Credit Agreement restricts the Borrower's ability to make Restricted Payments, including distributions to Holdings and its equity holders. As negotiated on the October 21 Call, distributions are permitted only if the following conditions are satisfied:

(a) no Default or Event of Default exists at the time of such distribution or would result therefrom;

(b) pro forma Excess Availability (after giving effect to such distribution and any borrowings made to fund such distribution) is equal to or greater than 20% of the then-applicable Borrowing Base; and

The KBW Third Draft correctly reflects conditions (a) and (b) as negotiated. However, condition (c) as drafted in the KBW Third Draft references a "pro forma" Fixed Charge Coverage Ratio rather than the agreed "trailing twelve-month" formulation. The Borrower requests that this be corrected to read: "the Fixed Charge Coverage Ratio for the trailing twelve months ending on the last day of the most recently completed fiscal quarter for which financial statements have been delivered pursuant to Section 6.01 is equal to or greater than 1.15 to 1.00." The distinction is meaningful: a "pro forma" FCCR implies a forward-looking, adjusted calculation (potentially giving pro forma effect to the distribution itself and other events), whereas a "trailing twelve-month" FCCR is a backward-looking, historical measure that provides greater certainty to both parties.

In addition, the Borrower has proposed a de minimis basket for tax distributions. Given that GAP is structured as a limited liability company taxed as a partnership for federal income tax purposes, the equity holders of Holdings (and, indirectly, of GAP) incur federal and state income tax liabilities on their allocable shares of GAP's taxable income. The Borrower proposes that distributions not exceeding $500,000 in the aggregate in any fiscal year, when made for the purpose of enabling equity holders to satisfy their tax obligations attributable to their allocable shares of GAP's taxable income, should be permitted without satisfaction of conditions (b) and (c) above, subject only to the condition that no Event of Default has occurred and is continuing at the time of such distribution. This de minimis tax distribution basket is consistent with market practice for partnership-taxed borrowers and recognizes the practical necessity of permitting equity holders to meet their tax obligations.

4.2 Definition of "Distribution"

The definition of "Restricted Payment" in Section 1.01 of the Credit Agreement is broadly drafted and could be construed to capture ordinary-course management fees or administrative service fees paid by GAP to Holdings (if any), which are not in the nature of equity distributions and should not be subject to the Restricted Payment limitations. The Borrower has proposed in its third markup that the definition of "Restricted Payment" be revised to exclude management fees or administrative service fees paid by GAP to Holdings in the ordinary course of business, provided that such fees do not exceed $250,000 per annum in the aggregate. This exclusion is narrowly tailored and is subject to a reasonable annual cap.

5. Change of Control

The change of control provision in Section 8.01(l) of the Credit Agreement, as negotiated on the October 21 Call, is triggered if the Lindstrom Family Trust ceases to own, directly or indirectly, at least 51% of the outstanding equity interests of Greenfield Holdings Corp. The KBW Third Draft correctly reflects the 51% ownership threshold; however, the Borrower has two comments on the formulation as drafted.

First, the KBW Third Draft defines "own" to require both economic ownership and voting control — i.e., the Lindstrom Family Trust must hold at least 51% of both the economic interests and the voting interests in Holdings. The Borrower requests that the change of control test reference "beneficial ownership" in a manner consistent with customary usage in comparable credit facilities, rather than imposing a dual economic-and-voting test. The Lindstrom Family Trust's current ownership of approximately 62% of Holdings encompasses both economic and voting interests, and there is no current intention to bifurcate economic and voting rights. However, the dual-test formulation could create technical change of control issues in connection with future governance arrangements (e.g., shareholder agreements, voting trusts, or proxy arrangements) that do not affect the substantive economic ownership of Holdings by the Lindstrom Family Trust.

Second, the Borrower notes that the management equity plan currently accounts for approximately 10% of Holdings. Future equity issuances under the management equity plan (including grants to new or existing employees of GAP and its Subsidiaries) could result in inadvertent dilution of the Lindstrom Family Trust's ownership percentage below the 51% threshold, even though such dilution would be the result of equity incentive awards rather than a genuine change in control of the enterprise. The Borrower requests that the change of control provision include a cure period of 30 days following any such inadvertent dilution, during which the Lindstrom Family Trust may take corrective action (e.g., through additional capital contributions or repurchases of management equity) to restore its ownership above the 51% threshold.

6. Capital Expenditure Limitations

The Capital Expenditure covenant set forth in Section 7.11 of the Credit Agreement limits aggregate Capital Expenditures by the Borrower and its Subsidiaries to $8,000,000 per fiscal year, with a carryforward of 50% of unused amounts from the immediately preceding fiscal year, subject to an overall cap of $12,000,000 in any single fiscal year. These parameters are consistent with the terms negotiated on the October 21 Call and as set forth in the agreed term sheet dated September 9, 2022.

However, the KBW Third Draft does not clearly specify the mechanics of the carryforward provision, and the Borrower has proposed clarifying language in its third markup. Specifically, the Borrower requests that the Credit Agreement confirm the following:

(a) The carryforward is automatic and does not require any election, notice, or other affirmative action by the Borrower.

(b) The carryforward amount for any fiscal year is calculated as 50% of the difference between $8,000,000 and the aggregate actual Capital Expenditures incurred during the immediately preceding fiscal year. For example, if actual Capital Expenditures in fiscal year 2023 are $6,000,000, the carryforward amount available in fiscal year 2024 would be $1,000,000 (i.e., 50% × ($8,000,000 − $6,000,000)).

(c) Carryforward amounts from the immediately preceding fiscal year are deemed used first before the current-year basket of $8,000,000. This ordering convention ensures that carryforward amounts, which expire at the end of the current fiscal year if not used, are utilized before the current-year basket, which will generate its own carryforward if unused.

In addition, the Borrower has proposed that maintenance and replacement Capital Expenditures — defined as expenditures necessary to maintain, repair, or replace existing grain elevator equipment and distribution center infrastructure in normal working order — be excluded from the annual Capital Expenditure limitation, up to a maximum of $1,500,000 per fiscal year. This maintenance CapEx exclusion is essential given the practical realities of operating 14 grain elevators and 3 distribution centers. Grain elevator equipment, including dryers, conveyors, scales, and aeration systems, requires regular maintenance and periodic replacement to maintain operational efficiency and comply with applicable safety and environmental regulations. The $1,500,000 annual cap for this exclusion is reasonable in light of the Borrower's historical maintenance CapEx spending patterns and is not intended to create a mechanism for the Borrower to circumvent the primary Capital Expenditure limitation for growth or expansion projects.

7. Commodity Hedging Negative Pledge

Section 7.09 of the Credit Agreement restricts the Borrower from entering into commodity hedging transactions in excess of 80% of anticipated production without the prior written consent of the Agent. This limitation was agreed on the October 21 Call and reflects the Agent's interest in ensuring that a sufficient portion of the Borrower's crop production remains unhedged and available as collateral to support the Borrowing Base.

The Borrower's third markup proposes two clarifications to the hedging covenant:

First, the Borrower requests that the term "anticipated production" be defined as the Borrower's production forecast for the applicable crop year, as most recently delivered to the Agent as part of the annual business plan required under Section 6.01 of the Credit Agreement. Without this clarification, the measurement of the 80% cap is ambiguous — it is unclear whether "anticipated production" refers to a contractual commitment, a management estimate, an industry average, or some other metric. Tying the calculation to the annual business plan provides a transparent and verifiable benchmark that both parties can reference. In addition, the Borrower proposes that the 80% cap apply separately to each crop type — corn, soybeans, and specialty grains — rather than on a blended aggregate basis across all crop types. A blended test could produce anomalous results in situations where the Borrower hedges a higher percentage of one crop (e.g., 90% of soybeans) and a lower percentage of another (e.g., 70% of corn), with the aggregate remaining below 80%. A crop-by-crop test is more consistent with the Agent's collateral protection objectives, as the eligible collateral categories in the Borrowing Base are similarly differentiated by crop type.

Second, the Borrower requests that hedging for crop-input costs — including fertilizer, seed, and agricultural chemicals — be distinguished from production or commodity hedging and not be subject to the 80% limitation. Crop-input hedging serves a fundamentally different purpose than production hedging: rather than encumbering the Borrower's production collateral by locking in sale prices or delivery obligations, crop-input hedging protects the Borrower against increases in its cost of goods sold and thereby stabilizes margins. Crop-input hedging does not create liens on, or forward-sale obligations with respect to, the grain inventory and warehouse receipts that constitute a significant portion of the Borrowing Base collateral. Accordingly, the Borrower proposes that crop-input hedging be permitted without restriction and without being subject to the 80% cap or Agent consent requirements.

8. Insurance Endorsement Timing

8.1 Conditions Precedent — Insurance Deliverables

Section 5.01 of the Credit Agreement (Conditions to Effectiveness) requires the Borrower to deliver at closing the following insurance-related items:

(a) evidence of insurance complying with the requirements of Section 6.07 (Insurance);

(b) loss payee endorsements naming the Collateral Agent (Heartland Commerce Bank, N.A.) as loss payee on all property insurance and crop insurance policies maintained by the Borrower and its Subsidiaries; and

(c) additional insured endorsements naming the Collateral Agent on all commercial general liability insurance policies maintained by the Borrower and its Subsidiaries.

The Borrower's insurance program is placed through Redwood Insurance Group, Inc. (insurance broker; contact: Brian Templeton) with Northstar Mutual Insurance Company as the primary carrier for crop insurance and property/casualty insurance coverage. Based on the Borrower's experience with Northstar Mutual and Mr. Templeton's advice, the processing of loss payee endorsements and additional insured endorsements by Northstar Mutual typically requires 15 to 20 business days from the date of the endorsement request. Given the current targeted closing timeline, it is unlikely that final executed endorsements will be available on the Closing Date.

Accordingly, the Borrower requests a post-closing period of thirty (30) days following the Closing Date to deliver final insurance endorsements and certificates satisfying the requirements of Section 5.01. The Borrower proposes that, as an interim measure, the conditions precedent at closing be satisfied by the delivery of (i) evidence of insurance (certificates of insurance) demonstrating that the required coverage is in place and (ii) a broker's letter from Redwood Insurance Group, Inc. confirming that the required loss payee and additional insured endorsements have been requested from Northstar Mutual Insurance Company and will be issued and delivered upon processing. This approach is consistent with market practice for post-closing insurance deliverables in ABL transactions and ensures that the Lenders have reasonable assurance of insurance coverage at closing while accommodating the administrative realities of the endorsement process.

8.2 Ongoing Insurance Requirements

Section 6.07 of the Credit Agreement imposes ongoing insurance obligations on the Borrower, including the requirement to maintain specified types and amounts of insurance throughout the term of the Facility. The Borrower has two comments on Section 6.07 as drafted:

First, Section 6.07 requires that the Borrower provide the Agent with 30 days' prior written notice of cancellation or material change of any required insurance policy. The Borrower requests that this provision be revised to require such notice "to the extent obtainable from the insurance carrier." This qualification is necessary because Northstar Mutual Insurance Company's standard policy terms provide only 10 days' notice of cancellation for non-payment of premiums, which is shorter than the 30-day notice period required under the Credit Agreement. The Borrower cannot contractually commit to providing notice that it has not yet received from its own carrier. The proposed "to the extent obtainable" qualification is a customary formulation that aligns the Borrower's notice obligations with the notice actually available under its insurance policies.

Second, the Borrower requests clarification that the crop insurance requirements under Section 6.07 are limited to (i) coverage available through federally subsidized multi-peril crop insurance programs administered by the United States Department of Agriculture's Risk Management Agency and (ii) commercially available crop-hail coverage, and do not extend to specialty, parametric, or revenue-protection insurance products that may be available in the market but are not customarily maintained by agricultural operations of the Borrower's size and type. The KBW Third Draft's reference to "crop insurance" without further specification could be construed to require the Borrower to maintain insurance products that are not commercially reasonable or readily available for its operations.

9. Borrowing Base and Field Examination Matters

9.1 Resolved Items

The Borrower is pleased to confirm that the following Borrowing Base and field examination matters have been resolved and are correctly reflected in the KBW Third Draft:

Availability Reserves. The initial Availability Reserve has been confirmed at $3,500,000, negotiated down from the $5,000,000 reserve originally proposed in HCB's initial term sheet dated August 22, 2022 and agreed in the revised term sheet dated September 9, 2022. This amount is properly reflected in Section 2.01 of the KBW Third Draft.

Advance Rates. The following advance rates have been confirmed and are correctly reflected in the Borrowing Base definition:

• 85% on Eligible Accounts Receivable;

• 65% of net orderly liquidation value ("NOLV") on Eligible Crop Inventory;

• 70% of the lower of cost or market value on Eligible Crop-Input Inventory; and

• 80% of market value (based on CBOT settlement price less applicable basis) on Eligible Grain Warehouse Receipts.

Field Examination Fee Cap. The Credit Agreement provides for a maximum of two (2) field examinations per year at the Borrower's expense, with costs not to exceed $50,000 per examination. Additional field examinations during a Trigger Period are at the Borrower's expense without any fee cap. These terms are now correctly reflected in the KBW Third Draft.

9.2 Remaining Item — Discretionary Reserves

While the initial Availability Reserve has been agreed at $3,500,000 as noted above, the Agent retains broad discretion under Section 2.01(c) of the KBW Third Draft to impose additional reserves at any time and from time to time. The Borrower acknowledges that the establishment of discretionary reserves is a customary feature of ABL facilities and an important element of the Agent's collateral protection framework. However, the scope of the Agent's discretion as currently drafted is essentially unlimited, with no procedural safeguards or constraints on the Agent's ability to impose reserves that could significantly reduce the Borrower's availability under the Facility.

The Borrower's third markup proposes that any increase in discretionary reserves after the Closing Date be subject to the following conditions:

(a) The increase must be based on events, conditions, or circumstances arising after the Closing Date that were not known to the Agent or contemplated in the initial reserve determination as of the Closing Date. This requirement prevents the Agent from "re-trading" the initial reserve amount by imposing additional reserves based on facts and circumstances that existed at closing and were already reflected in the $3,500,000 initial reserve.

(b) The amount of any increase must be commercially reasonable and consistent with the Agent's customary practices for similarly situated borrowers in the agricultural ABL market. This standard provides an objective benchmark for evaluating the reasonableness of any reserve increase.

(c) The Agent must provide the Borrower with at least five (5) business days' prior written notice of any proposed increase in discretionary reserves, together with a reasonably detailed description of the basis for the proposed increase. During such five-business-day period, the Borrower shall have the opportunity to discuss the proposed increase with the Agent and to provide information or take actions that may address the Agent's concerns. For the avoidance of doubt, this notice-and-discussion procedure does not give the Borrower a right of approval or veto over the Agent's reserve decisions; it is intended only to ensure a reasonable degree of transparency and procedural fairness.

9.3 Field Examination Status

As the parties are aware, Pryor & Associates LLC was engaged by HCB on September 19, 2022 (contact: Thomas Pryor, Managing Director) to conduct the initial field examination of the Borrower's assets and operations. Pryor & Associates commenced its on-site field examination on October 17, 2022, with visits to the Borrower's headquarters in Des Moines, Iowa and select grain elevator sites. We understand that the on-site examination was substantially complete as of November 7, 2022.

However, the Borrower understands that the final Pryor & Associates field examination report has not yet been delivered to HCB. Section 5.01 of the Credit Agreement, as currently drafted, requires delivery of a satisfactory field examination report as a condition precedent to the effectiveness of the Credit Agreement and the initial Advance. The Borrower requests that this condition precedent be modified to permit the closing to occur upon receipt by the Agent of a satisfactory preliminary report (or summary findings letter) from Pryor & Associates, with the final comprehensive field examination report to be delivered within thirty (30) days following the Closing Date. This approach will allow the parties to proceed toward closing on the targeted timeline without being delayed by the preparation and delivery of the final report, which we understand may require additional time for Pryor & Associates to complete.

10. Miscellaneous Open Items

10.1 Representations and Warranties — Financial Statements

Section 4.04 of the Credit Agreement contains the Borrower's representations and warranties regarding the accuracy and completeness of financial statements delivered in connection with the Credit Agreement. The KBW Third Draft references (i) audited financial statements for the fiscal year ended December 31, 2021 (audited by Ashford, Kline & Pearce LLP; audit partner Catherine Drummond) and (ii) interim unaudited financial statements as of and for the six-month period ended June 30, 2022.

The Borrower requests clarification regarding the measurement date for the "no material adverse change" representation contained in Section 4.04. As currently drafted, it is unclear whether the representation that no Material Adverse Change has occurred is measured from the date of the most recent audited financial statements (fiscal year-end December 31, 2021) or from the date of the most recent interim unaudited financial statements (June 30, 2022). The Borrower's position is that the appropriate measurement date is June 30, 2022, as the interim financials represent the most current financial information available to the parties. Using the audited FY2021 year-end as the measurement date would require the Borrower to represent that no Material Adverse Change has occurred over a period of nearly eleven months (from January 1, 2022 through the anticipated Closing Date in late November 2022), which is an unreasonably long representation period and would capture ordinary-course business fluctuations that are not indicative of a genuine material adverse change.

10.2 Reporting Requirements

The Borrower's comments on the reporting requirements set forth in Article VI of the Credit Agreement are as follows:

Monthly Borrowing Base Certificates (or weekly during a Trigger Period): The Borrower accepts this requirement as drafted.

Annual Audited Financial Statements within 120 days of fiscal year-end: The Borrower accepts this requirement as drafted.

Quarterly Unaudited Financial Statements within 45 days of fiscal quarter-end: The Borrower accepts this requirement as drafted.

Annual Business Plan and Projections within 60 days of fiscal year-end: The Borrower requests that this delivery period be extended to 90 days following the end of each fiscal year. The agricultural business planning cycle — which requires the Borrower to assess crop prices, input costs, acreage allocation, hedging strategies, and capital expenditure plans — does not align with a 60-day post-year-end delivery timeline. The Borrower's annual business plan incorporates data from the USDA's January crop production and supply/demand reports, which are typically released in mid-January, and the Borrower's internal planning process requires an additional four to six weeks following receipt of that data to finalize projections. A 90-day delivery period (i.e., by March 31 for a December 31 fiscal year-end) is consistent with the Borrower's planning cycle and is a reasonable accommodation.

Daily Cash Receipts Reporting during a Trigger Period: The Borrower accepts this requirement as drafted, subject to the springing dominion clarification requested in Section 3.2 of this letter. For the avoidance of doubt, the Borrower's acceptance of the daily cash receipts reporting obligation during a Trigger Period is not an acceptance of the Agent's right to impose cash dominion or a cash sweep upon the commencement of a Trigger Period, which is a separate issue addressed in Section 3.2 above.

10.3 Lender Voting and Amendment Provisions

Section 10.01 of the Credit Agreement sets forth the voting and amendment provisions governing modifications to the Credit Agreement and the other Loan Documents. The Borrower notes that certain amendments — including changes to the Borrowing Base methodology, advance rates, and eligibility criteria — require the consent of all Lenders rather than the Required Lenders. The Borrower does not object to this formulation, which is consistent with market practice and reflects the fact that changes to the Borrowing Base directly affect the economic terms of each Lender's commitment.

For the record, the current syndicate commitments under the Facility are as follows:

"Required Lenders" is defined as Lenders holding more than 50% of the aggregate Commitments. The Borrower accepts this definition.

10.4 Payoff of Existing Facility

As a condition precedent to the effectiveness of the Credit Agreement, the Borrower is required to deliver a payoff letter from Prairie National Bank, N.A. ("PNB") (contact: Janet Braddock, Senior Vice President, Agricultural Banking) in respect of the existing $55,000,000 revolving credit facility between GAP and PNB (dated April 1, 2018, as subsequently amended). The outstanding balance under the existing PNB facility was approximately $38,750,000 as of September 30, 2022.

The payoff letter must include the following:

(a) the aggregate payoff amount as of the anticipated Closing Date (including outstanding principal, accrued and unpaid interest, fees, and any other amounts due and payable);

(b) per diem interest accruing after the stated payoff date;

(c) confirmation that, upon receipt of the payoff amount in full, PNB will (i) terminate UCC financing statements filed with the Iowa Secretary of State (Filing Nos. 2018-0041729 and 2018-0041730, each filed on April 2, 2018), (ii) deliver mortgage releases for the real property mortgages recorded in Polk County, Iowa, McLean County, Illinois, and eight (8) additional Iowa counties, and (iii) take such other actions as may be necessary to release all liens and security interests securing the existing PNB facility; and

(d) wire transfer instructions for remittance of the payoff amount.

The Borrower confirms that it is actively coordinating with PNB regarding the preparation and delivery of the payoff letter and expects delivery of the payoff letter within five (5) to seven (7) business days following confirmation of a Closing Date.

11. Ancillary Documents — Separate Delivery

Calderwood & Harkness is separately delivering, under cover of a separate transmittal letter dated November 4, 2022, drafts of the following ancillary Loan Documents:

1. Security Agreement — granting a first-priority security interest in substantially all personal property of Greenfield Agricultural Partners LLC, Greenfield Grain Storage LLC ("GGS"), and Greenfield Crop Inputs Inc. ("GCI"), in favor of the Collateral Agent.

2. Guaranty Agreement — joint and several guaranty by Greenfield Holdings Corp., GGS, and GCI of all Obligations of the Borrower under the Credit Agreement and the other Loan Documents.

3. Pledge Agreement — pledge by Holdings of 100% of the membership interests in GGS and 100% of the outstanding capital stock of GCI, in favor of the Collateral Agent.

4. Mortgage, Assignment of Leases and Rents, and Security Agreement — Iowa Form — covering the Borrower's headquarters facility and 14 grain elevator sites located in the State of Iowa, in favor of the Collateral Agent.

5. Mortgage, Assignment of Leases and Rents, and Security Agreement — Illinois Form — covering the GCI distribution center located at 780 Commerce Drive, Bloomington, Illinois 61701, in favor of the Collateral Agent.

6. Deposit Account Control Agreement — Form — covering the Borrower's operating deposit accounts maintained at PNB and HCB, to be executed by the applicable depository bank, the Borrower, and the Collateral Agent.

7. Assignment of Insurance — Form — assigning to the Collateral Agent the Borrower's rights to proceeds under crop insurance and property/casualty insurance policies.

C&H respectfully requests that KBW provide comments on these ancillary documents within ten (10) business days of receipt (i.e., by November 14, 2022) in order to maintain the projected closing timeline. To the extent KBW or HCB identifies issues with the ancillary documents that may affect the terms of the Credit Agreement, we would ask that such issues be flagged promptly so that they can be addressed in parallel with the remaining Credit Agreement negotiations.

12. Proposed Next Steps

In light of the remaining open items identified in this letter and the enclosed redline, C&H proposes scheduling a follow-up negotiation call during the week of November 7, 2022, at a time mutually convenient to all parties. Participants on the call should include:

• C&H: Ian Blackwood and Sophie Tremblay

• Greenfield: Patricia Calloway and Nina Vasquez

• KBW: Richard Whitfield and Lauren Chisholm

• HCB: Gregory Thorn and Allison Kuo

The target closing date for the Facility remains mid-to-late November 2022, subject to resolution of all remaining open items identified in this letter and the enclosed redline, as well as the satisfaction (or waiver) of all conditions precedent set forth in Article V of the Credit Agreement, including delivery of the Pryor & Associates field examination report, the PNB payoff letter, and the insurance deliverables discussed herein.

The Borrower requests that HCB and KBW provide an updated estimated closing timeline following receipt of the Pryor & Associates preliminary field examination report. Greenfield and C&H remain fully committed to working collaboratively and expeditiously to bring the Facility to closing within the targeted timeframe.

We trust that the foregoing comments and the enclosed redline are helpful in advancing the negotiations. Please do not hesitate to contact me at (312) 555-7218 or stremblay@calderwoodharkness.com, or my partner Ian Blackwood at (312) 555-7210 or iblackwood@calderwoodharkness.com, with any questions regarding the Borrower's comments or the enclosed markup.

We look forward to discussing these matters further on the next negotiation call.

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Sophie Tremblay Partner

150 North Michigan Avenue, Suite 3600 Chicago, Illinois 60601 Telephone: (312) 555-7218

Email: stremblay@calderwoodharkness.com

cc: Ian Blackwood, Calderwood & Harkness LLP cc: Patricia Calloway, Chief Financial Officer, Greenfield Agricultural Partners LLC cc: Nina Vasquez, General Counsel, Greenfield Agricultural Partners LLC

Enclosure: C&H Third Markup of Credit Agreement (Redline of KBW Third Draft dated October 28, 2022)

Lender	Commitment	Percentage
Heartland Commerce Bank, National Association	$40,000,000	50.00%
Meridian Agricultural Credit Corporation	$25,000,000	31.25%
Tallgrass Capital Fund II, LP	$15,000,000	18.75%
Total	$80,000,000	100.00%

PRIVILEGED AND CONFIDENTIAL
CALDERWOOD & HARKNESS LLP Attorneys at Law 150 North Michigan Avenue, Suite 3600 Chicago, Illinois 60601 Telephone: (312) 555-7200 Facsimile: (312) 555-7201 www.calderwoodharkness.com
November 1, 2022
VIA EMAIL AND FIRST CLASS MAIL
Lauren Chisholm, Esq. Senior Associate Kessler, Brandt & Whitfield LLP 311 South Wacker Drive, Suite 5400 Chicago, Illinois 60606
Re: $80,000,000 Senior Secured Asset-Based Revolving Credit Facility — Credit Agreement, Third Markup
Borrower: Greenfield Agricultural Partners LLC Administrative Agent: Heartland Commerce Bank, National Association KBW Third Draft dated October 28, 2022
Dear Ms. Chisholm:
We write on behalf of our client, Greenfield Agricultural Partners LLC ("Greenfield" or "GAP"), in connection with the proposed $80,000,000 senior secured asset-based revolving credit facility (the "Facility") to be provided by a syndicate of lenders led by Heartland Commerce Bank, National Association ("HCB" or the "Agent"), pursuant to that certain Credit Agreement currently under negotiation (the "Credit Agreement"). Unless otherwise defined herein, capitalized terms used in this letter have the meanings assigned to them in the Credit Agreement.
Enclosed with this letter is Calderwood & Harkness LLP's ("C&H") third markup (redline) of the Credit Agreement, marked against Kessler, Brandt & Whitfield LLP's ("KBW") third draft dated October 28, 2022 (the "KBW Third Draft"). Our third markup reflects the Borrower's remaining comments and proposed revisions following the negotiation call held on October 21, 2022, among C&H (Ian Blackwood and Sophie Tremblay), Greenfield (Patricia Calloway and Nina Vasquez), KBW (Richard Whitfield and Lauren Chisholm), and HCB (Gregory Thorn and Allison Kuo) (the "October 21 Call").
We wish to acknowledge at the outset that many of the issues raised on the October 21 Call have been substantially resolved in the KBW Third Draft, and we appreciate KBW's and HCB's constructive engagement on a number of the Borrower's prior comments. This letter focuses on the remaining open items that are addressed in our third markup and for which we believe further discussion is warranted. We have organized these comments by subject matter for ease of reference. We encourage KBW and HCB to review these comments in conjunction with the enclosed redline, which contains additional conforming and technical changes not separately addressed in this letter.
1. Material Adverse Change (MAC) Definition
1.1 Scope of MAC Definition
The definition of "Material Adverse Change" (or "Material Adverse Effect") set forth in Section 1.01 of the KBW Third Draft remains, in the Borrower's view, overly broad and not consistent with current market practice for asset-based lending facilities of this type and size. As currently drafted, the MAC definition encompasses any event, circumstance, or condition that "could reasonably be expected" to have a material adverse effect on the business, operations, financial condition, or assets of the Borrower and its Subsidiaries taken as a whole. The "could reasonably be expected" standard is a lower threshold than the formulation customarily employed in ABL credit agreements and creates an unacceptable degree of ambiguity as to the scope of events captured by the definition.
The Borrower has proposed in its third markup that the MAC standard be tightened to require that the relevant event, circumstance, or condition "has had or would reasonably be expected to have" a material adverse effect. This formulation — which requires either an actual adverse effect or a forward-looking assessment that an adverse effect would reasonably be expected to occur, rather than merely one that "could" occur — is a more customary and balanced standard for ABL facilities and is consistent with precedent transactions in the agricultural sector that we have reviewed.
In addition, the Borrower has proposed specific carve-outs from the MAC definition to address categories of events and conditions that should not, standing alone, constitute a Material Adverse Change. These proposed carve-outs are as follows:
(a) changes in general economic or market conditions (including changes in interest rates, currency exchange rates, or conditions in the financial, banking, or securities markets);
(b) changes in commodity prices, including without limitation prices for corn, soybeans, and specialty grains;
(c) changes in applicable law, regulation, or accounting standards (including GAAP);
(d) seasonal fluctuations in revenue, inventory levels, working capital, and cash flow consistent with Greenfield's historical operating patterns; and
(e) changes, conditions, or events affecting the agricultural industry generally,
in each case, so long as such changes, conditions, or events do not disproportionately affect the Borrower and its Subsidiaries, taken as a whole, relative to other participants in the agricultural sector of comparable size and scope.
We wish to emphasize the importance of the seasonal-fluctuation carve-out set forth in clause (d) above. As the Agent is aware from the materials provided in connection with the field examination and the diligence process, Greenfield's business model is characterized by significant seasonal variability. GAP's peak seasonal inventory levels typically range from $125 million to $145 million during the harvest period of September through November, reflecting the concentration of grain delivery, storage, and marketing activities during the fall harvest season. By contrast, inventory levels during the spring months are substantially lower, reflecting the crop-input purchasing and planting cycle. Similarly, working capital and cash flow patterns exhibit pronounced seasonal fluctuations that are inherent in and characteristic of the agricultural commodities business. The MAC definition, as currently drafted, could inadvertently capture ordinary seasonal cyclicality — particularly a decline in inventory values or working capital during the off-season — and characterize it as a Material Adverse Change, which would be an unreasonable and unintended result. The proposed carve-out is narrowly tailored to address this concern and includes the "disproportionate effect" qualifier to protect the Lenders' interests.
1.2 MAC as Event of Default vs. Representation Bring-Down
The Borrower continues to object to the inclusion of a standalone Material Adverse Change Event of Default in Section 8.01(m) of the Credit Agreement. As drafted, this provision would trigger an Event of Default upon the occurrence of any event or condition that constitutes a Material Adverse Change, effectively granting the Agent a subjective termination right that could be exercised at any time based on its determination that a MAC has occurred. This formulation is inconsistent with the asset-based lending paradigm, under which the Lenders' primary protections derive from the collateral coverage provided by the Borrowing Base and the associated advance rates, reserves, and eligibility criteria, rather than from subjective financial-condition assessments of the type embodied in a freestanding MAC Event of Default.
The Borrower's strongly preferred position is that the Material Adverse Change concept should operate solely as a representation bring-down at the time of each borrowing — that is, as a condition precedent under Article V, requiring the Borrower to represent at the time of each Loan request that no Material Adverse Change has occurred since the date of the most recent financial statements delivered under the Credit Agreement. This approach is consistent with the majority of ABL precedent transactions we have reviewed and appropriately allocates risk in the context of an asset-based facility.
At a minimum, if the standalone MAC Event of Default in Section 8.01(m) is to be retained, the Borrower requests that it incorporate by reference the same carve-outs proposed for the MAC definition in Section 1.01, as described in Section 1.1 of this letter. Without such carve-outs, the standalone MAC Event of Default would have an even broader scope than the MAC representation, creating an internal inconsistency within the Credit Agreement.
2. Cure Rights and Notice Provisions
2.1 Financial Covenant Cure Period
The Credit Agreement includes a springing Fixed Charge Coverage Ratio ("FCCR") covenant requiring the Borrower to maintain a minimum FCCR of not less than 1.10 to 1.00, tested only during a Trigger Period (i.e., when Excess Availability falls below the greater of (x) 12.5% of the then-applicable Borrowing Base and (y) $10,000,000). This springing covenant structure is an important feature of the Facility from the Borrower's perspective and was a key element of the agreed commercial terms. However, as currently drafted, the FCCR covenant provides no equity cure right in the event that the Borrower fails to satisfy the minimum FCCR during a Trigger Period.
The Borrower has proposed in its third markup a limited equity cure right that would permit Greenfield Holdings Corp. ("Holdings") to contribute cash equity to GAP within ten (10) business days following the date on which the applicable compliance certificate is delivered to the Agent, with such contribution to be added to EBITDA (or, at the Borrower's election, treated as a reduction of Fixed Charges) for purposes of calculating the FCCR for the relevant test period. This equity cure mechanism is subject to the following customary ABL limitations:
(a) no more than two (2) equity cures may be exercised in any trailing twelve-month period;
(b) no more than four (4) equity cures may be exercised over the term of the Facility;
(c) the amount of any equity cure contribution shall be limited to the minimum amount necessary to achieve compliance with the minimum FCCR of 1.10 to 1.00 for the relevant test period (i.e., over-curing is not permitted); and
(d) the equity cure contribution must be in the form of a cash equity contribution and not a loan, and must be made without any condition, restriction, or obligation of repayment that would impair its treatment as equity for purposes of the FCCR calculation.
These limitations are consistent with market practice for equity cure provisions in ABL facilities and are designed to ensure that the cure right is used only as a true backstop rather than as a mechanism for ongoing subsidization of the Borrower's operations. We note that the Borrower's ownership structure supports the viability and credibility of this cure right: the Lindstrom Family Trust holds approximately 62% of the outstanding equity interests in Holdings, and Calloway-Foss Investments LP holds approximately 28%, such that these two holders together control approximately 90% of Holdings and have the financial capacity to fund cure contributions if needed. The remaining 10% is held through a management equity plan.
2.2 Cross-Default Cure Period
Section 8.01(e) of the KBW Third Draft provides that an Event of Default occurs upon the occurrence of a default by the Borrower or any Subsidiary under any other indebtedness having an aggregate outstanding principal amount in excess of $1,000,000. As currently drafted, this cross-default provision does not afford the Borrower any grace period to match the cure period, if any, available under the underlying obligation, and it is triggered by a mere default under the other indebtedness rather than requiring acceleration of such indebtedness.
The Borrower has proposed two modifications to Section 8.01(e):
First, the cross-default provision should not be triggered unless (i) the default under the other indebtedness has not been cured within any applicable grace or cure period provided under the terms of such other indebtedness, and (ii) acceleration of the other indebtedness has actually occurred. A cross-default that is triggered by an uncured default alone — without requiring actual acceleration — creates the risk of a cascade of defaults that may arise from technical or curable breaches under other agreements, and is inconsistent with the Borrower's reasonable expectation that it will have the opportunity to address defaults under its other obligations before the Facility is placed in default.
Second, the $1,000,000 cross-default threshold is too low in relation to the Borrower's scale of operations. For the fiscal year ended December 31, 2021, Greenfield reported revenue of approximately $347.2 million, and as of June 30, 2022, Greenfield's total assets were approximately $289.6 million. A $1,000,000 cross-default threshold represents less than 0.35% of total assets and is not reflective of the materiality standard that should govern the triggering of a cross-default Event of Default under a facility of this size. The Borrower proposes raising the cross-default threshold to $2,500,000, which is more consistent with market practice for agricultural borrowers of comparable size.
2.3 Notice and Cure for Non-Financial Defaults
The Borrower has proposed in its third markup a 30-day cure period for non-financial, non-payment Events of Default under the Credit Agreement that are, by their nature, susceptible to cure. This cure period would run from the earlier of (x) the date on which a Responsible Officer of the Borrower obtains actual knowledge of the relevant default and (y) the date on which the Borrower receives written notice from the Agent identifying the default. The KBW Third Draft currently provides for only a 15-day cure period for such defaults.
A 30-day cure period is consistent with market standard for ABL transactions of this size and complexity. Many non-financial, non-payment defaults — such as breaches of affirmative covenants relating to maintenance of properties, compliance with laws, or delivery of information — may require a reasonable period to investigate, assess, and remediate. A 15-day period is unduly compressed and does not afford the Borrower a realistic opportunity to effect a cure, particularly for defaults that may arise at geographically dispersed operating locations (Greenfield operates 14 grain elevators across Iowa and 3 distribution centers in Iowa and Illinois). The Borrower respectfully submits that 30 days is the appropriate cure period.
3. Minimum Excess Availability Covenant
3.1 Minimum Threshold
The Minimum Excess Availability covenant set forth in Section 7.13 of the Credit Agreement requires the Borrower to maintain Excess Availability of not less than $5,000,000 at all times. The Borrower accepts this threshold, which is consistent with the terms agreed in the revised term sheet dated September 9, 2022.
However, the operative language of the covenant requires clarification. As currently drafted, the covenant appears to impose a real-time, continuous testing requirement — i.e., the Borrower must maintain Excess Availability of at least $5,000,000 at each moment throughout the term of the Facility. While the Borrower acknowledges that Excess Availability is a dynamic measure that changes with each borrowing, repayment, and Borrowing Base fluctuation, the Borrower requests that the covenant be clarified to provide that compliance is tested based on the most recently delivered Borrowing Base Certificate (and any interim updates thereto), rather than on a hypothetical real-time basis that may not correspond to any delivered Borrowing Base Certificate. The Borrower has proposed appropriate true-up mechanics in its third markup to address situations where an interim event (e.g., a change in the Borrowing Base resulting from updated collateral valuations) causes Excess Availability to fall below the minimum threshold between regularly scheduled Borrowing Base Certificate deliveries.
3.2 Interaction with Trigger Period
The Borrower wishes to raise an important structural point regarding the interaction between the Minimum Excess Availability covenant, the Trigger Period, and the Agent's remedies during a Trigger Period.
The Trigger Period threshold — the greater of 12.5% of the then-applicable Borrowing Base and $10,000,000 — is, by design, significantly higher than the Minimum Excess Availability covenant threshold of $5,000,000. This means that the springing FCCR covenant and enhanced reporting requirements associated with a Trigger Period are triggered well before the Borrower's Excess Availability falls to a level that would constitute a breach of the Minimum Excess Availability covenant. This tiered structure is appropriate and was agreed by the parties. However, the Borrower requests confirmation and clarification of the following points:
(a) A Trigger Period is not itself an Event of Default. The commencement of a Trigger Period triggers enhanced reporting and financial covenant testing obligations, but the mere fact that Excess Availability has fallen below the Trigger Period threshold should not, standing alone, constitute a Default or Event of Default under the Credit Agreement.
(b) The Agent's enhanced remedies during a Trigger Period — specifically, the requirement to deliver weekly Borrowing Base Certificates (rather than monthly) and to provide daily cash receipts reporting — do not include the right to impose cash dominion or a full cash sweep absent a separate Event of Default or a further decline in Excess Availability below the Minimum Excess Availability threshold. The KBW Third Draft is ambiguous on this point, and the Borrower's reading of certain provisions of Section 2.04 suggests that the Agent may assert the right to impose a dominion/sweep upon the commencement of any Trigger Period.
The Borrower proposes a "springing dominion" construct under which cash dominion — meaning the Agent's right to require the Borrower to direct all cash receipts to a controlled deposit account with automatic application to outstanding Loans — would be triggered only upon the occurrence of (i) an Event of Default or (ii) Excess Availability falling below $5,000,000 for five (5) consecutive business days. This construct preserves the Agent's ability to exercise dominion in circumstances of genuine financial distress while affording the Borrower the operational flexibility to manage its cash flows during the ordinary course of business, including during Trigger Periods that may be caused by temporary or seasonal fluctuations in the Borrowing Base.
The Borrower views the springing dominion structure as a critical element of the Facility and requests that this issue be addressed on the next negotiation call.
4. Distribution Covenant
4.1 Conditions to Permitted Distributions
Section 7.06 of the Credit Agreement restricts the Borrower's ability to make Restricted Payments, including distributions to Holdings and its equity holders. As negotiated on the October 21 Call, distributions are permitted only if the following conditions are satisfied:
(a) no Default or Event of Default exists at the time of such distribution or would result therefrom;
(b) pro forma Excess Availability (after giving effect to such distribution and any borrowings made to fund such distribution) is equal to or greater than 20% of the then-applicable Borrowing Base; and
(c) the trailing twelve-month Fixed Charge Coverage Ratio is equal to or greater than 1.15 to 1.00.
The KBW Third Draft correctly reflects conditions (a) and (b) as negotiated. However, condition (c) as drafted in the KBW Third Draft references a "pro forma" Fixed Charge Coverage Ratio rather than the agreed "trailing twelve-month" formulation. The Borrower requests that this be corrected to read: "the Fixed Charge Coverage Ratio for the trailing twelve months ending on the last day of the most recently completed fiscal quarter for which financial statements have been delivered pursuant to Section 6.01 is equal to or greater than 1.15 to 1.00." The distinction is meaningful: a "pro forma" FCCR implies a forward-looking, adjusted calculation (potentially giving pro forma effect to the distribution itself and other events), whereas a "trailing twelve-month" FCCR is a backward-looking, historical measure that provides greater certainty to both parties.
In addition, the Borrower has proposed a de minimis basket for tax distributions. Given that GAP is structured as a limited liability company taxed as a partnership for federal income tax purposes, the equity holders of Holdings (and, indirectly, of GAP) incur federal and state income tax liabilities on their allocable shares of GAP's taxable income. The Borrower proposes that distributions not exceeding $500,000 in the aggregate in any fiscal year, when made for the purpose of enabling equity holders to satisfy their tax obligations attributable to their allocable shares of GAP's taxable income, should be permitted without satisfaction of conditions (b) and (c) above, subject only to the condition that no Event of Default has occurred and is continuing at the time of such distribution. This de minimis tax distribution basket is consistent with market practice for partnership-taxed borrowers and recognizes the practical necessity of permitting equity holders to meet their tax obligations.
4.2 Definition of "Distribution"
The definition of "Restricted Payment" in Section 1.01 of the Credit Agreement is broadly drafted and could be construed to capture ordinary-course management fees or administrative service fees paid by GAP to Holdings (if any), which are not in the nature of equity distributions and should not be subject to the Restricted Payment limitations. The Borrower has proposed in its third markup that the definition of "Restricted Payment" be revised to exclude management fees or administrative service fees paid by GAP to Holdings in the ordinary course of business, provided that such fees do not exceed $250,000 per annum in the aggregate. This exclusion is narrowly tailored and is subject to a reasonable annual cap.
5. Change of Control
The change of control provision in Section 8.01(l) of the Credit Agreement, as negotiated on the October 21 Call, is triggered if the Lindstrom Family Trust ceases to own, directly or indirectly, at least 51% of the outstanding equity interests of Greenfield Holdings Corp. The KBW Third Draft correctly reflects the 51% ownership threshold; however, the Borrower has two comments on the formulation as drafted.
First, the KBW Third Draft defines "own" to require both economic ownership and voting control — i.e., the Lindstrom Family Trust must hold at least 51% of both the economic interests and the voting interests in Holdings. The Borrower requests that the change of control test reference "beneficial ownership" in a manner consistent with customary usage in comparable credit facilities, rather than imposing a dual economic-and-voting test. The Lindstrom Family Trust's current ownership of approximately 62% of Holdings encompasses both economic and voting interests, and there is no current intention to bifurcate economic and voting rights. However, the dual-test formulation could create technical change of control issues in connection with future governance arrangements (e.g., shareholder agreements, voting trusts, or proxy arrangements) that do not affect the substantive economic ownership of Holdings by the Lindstrom Family Trust.
Second, the Borrower notes that the management equity plan currently accounts for approximately 10% of Holdings. Future equity issuances under the management equity plan (including grants to new or existing employees of GAP and its Subsidiaries) could result in inadvertent dilution of the Lindstrom Family Trust's ownership percentage below the 51% threshold, even though such dilution would be the result of equity incentive awards rather than a genuine change in control of the enterprise. The Borrower requests that the change of control provision include a cure period of 30 days following any such inadvertent dilution, during which the Lindstrom Family Trust may take corrective action (e.g., through additional capital contributions or repurchases of management equity) to restore its ownership above the 51% threshold.
6. Capital Expenditure Limitations
The Capital Expenditure covenant set forth in Section 7.11 of the Credit Agreement limits aggregate Capital Expenditures by the Borrower and its Subsidiaries to $8,000,000 per fiscal year, with a carryforward of 50% of unused amounts from the immediately preceding fiscal year, subject to an overall cap of $12,000,000 in any single fiscal year. These parameters are consistent with the terms negotiated on the October 21 Call and as set forth in the agreed term sheet dated September 9, 2022.
However, the KBW Third Draft does not clearly specify the mechanics of the carryforward provision, and the Borrower has proposed clarifying language in its third markup. Specifically, the Borrower requests that the Credit Agreement confirm the following:
(a) The carryforward is automatic and does not require any election, notice, or other affirmative action by the Borrower.
(b) The carryforward amount for any fiscal year is calculated as 50% of the difference between $8,000,000 and the aggregate actual Capital Expenditures incurred during the immediately preceding fiscal year. For example, if actual Capital Expenditures in fiscal year 2023 are $6,000,000, the carryforward amount available in fiscal year 2024 would be $1,000,000 (i.e., 50% × ($8,000,000 − $6,000,000)).
(c) Carryforward amounts from the immediately preceding fiscal year are deemed used first before the current-year basket of $8,000,000. This ordering convention ensures that carryforward amounts, which expire at the end of the current fiscal year if not used, are utilized before the current-year basket, which will generate its own carryforward if unused.
In addition, the Borrower has proposed that maintenance and replacement Capital Expenditures — defined as expenditures necessary to maintain, repair, or replace existing grain elevator equipment and distribution center infrastructure in normal working order — be excluded from the annual Capital Expenditure limitation, up to a maximum of $1,500,000 per fiscal year. This maintenance CapEx exclusion is essential given the practical realities of operating 14 grain elevators and 3 distribution centers. Grain elevator equipment, including dryers, conveyors, scales, and aeration systems, requires regular maintenance and periodic replacement to maintain operational efficiency and comply with applicable safety and environmental regulations. The $1,500,000 annual cap for this exclusion is reasonable in light of the Borrower's historical maintenance CapEx spending patterns and is not intended to create a mechanism for the Borrower to circumvent the primary Capital Expenditure limitation for growth or expansion projects.
7. Commodity Hedging Negative Pledge
Section 7.09 of the Credit Agreement restricts the Borrower from entering into commodity hedging transactions in excess of 80% of anticipated production without the prior written consent of the Agent. This limitation was agreed on the October 21 Call and reflects the Agent's interest in ensuring that a sufficient portion of the Borrower's crop production remains unhedged and available as collateral to support the Borrowing Base.
The Borrower's third markup proposes two clarifications to the hedging covenant:
First, the Borrower requests that the term "anticipated production" be defined as the Borrower's production forecast for the applicable crop year, as most recently delivered to the Agent as part of the annual business plan required under Section 6.01 of the Credit Agreement. Without this clarification, the measurement of the 80% cap is ambiguous — it is unclear whether "anticipated production" refers to a contractual commitment, a management estimate, an industry average, or some other metric. Tying the calculation to the annual business plan provides a transparent and verifiable benchmark that both parties can reference. In addition, the Borrower proposes that the 80% cap apply separately to each crop type — corn, soybeans, and specialty grains — rather than on a blended aggregate basis across all crop types. A blended test could produce anomalous results in situations where the Borrower hedges a higher percentage of one crop (e.g., 90% of soybeans) and a lower percentage of another (e.g., 70% of corn), with the aggregate remaining below 80%. A crop-by-crop test is more consistent with the Agent's collateral protection objectives, as the eligible collateral categories in the Borrowing Base are similarly differentiated by crop type.
Second, the Borrower requests that hedging for crop-input costs — including fertilizer, seed, and agricultural chemicals — be distinguished from production or commodity hedging and not be subject to the 80% limitation. Crop-input hedging serves a fundamentally different purpose than production hedging: rather than encumbering the Borrower's production collateral by locking in sale prices or delivery obligations, crop-input hedging protects the Borrower against increases in its cost of goods sold and thereby stabilizes margins. Crop-input hedging does not create liens on, or forward-sale obligations with respect to, the grain inventory and warehouse receipts that constitute a significant portion of the Borrowing Base collateral. Accordingly, the Borrower proposes that crop-input hedging be permitted without restriction and without being subject to the 80% cap or Agent consent requirements.
8. Insurance Endorsement Timing
8.1 Conditions Precedent — Insurance Deliverables
Section 5.01 of the Credit Agreement (Conditions to Effectiveness) requires the Borrower to deliver at closing the following insurance-related items:
(a) evidence of insurance complying with the requirements of Section 6.07 (Insurance);
(b) loss payee endorsements naming the Collateral Agent (Heartland Commerce Bank, N.A.) as loss payee on all property insurance and crop insurance policies maintained by the Borrower and its Subsidiaries; and
(c) additional insured endorsements naming the Collateral Agent on all commercial general liability insurance policies maintained by the Borrower and its Subsidiaries.
The Borrower's insurance program is placed through Redwood Insurance Group, Inc. (insurance broker; contact: Brian Templeton) with Northstar Mutual Insurance Company as the primary carrier for crop insurance and property/casualty insurance coverage. Based on the Borrower's experience with Northstar Mutual and Mr. Templeton's advice, the processing of loss payee endorsements and additional insured endorsements by Northstar Mutual typically requires 15 to 20 business days from the date of the endorsement request. Given the current targeted closing timeline, it is unlikely that final executed endorsements will be available on the Closing Date.
Accordingly, the Borrower requests a post-closing period of thirty (30) days following the Closing Date to deliver final insurance endorsements and certificates satisfying the requirements of Section 5.01. The Borrower proposes that, as an interim measure, the conditions precedent at closing be satisfied by the delivery of (i) evidence of insurance (certificates of insurance) demonstrating that the required coverage is in place and (ii) a broker's letter from Redwood Insurance Group, Inc. confirming that the required loss payee and additional insured endorsements have been requested from Northstar Mutual Insurance Company and will be issued and delivered upon processing. This approach is consistent with market practice for post-closing insurance deliverables in ABL transactions and ensures that the Lenders have reasonable assurance of insurance coverage at closing while accommodating the administrative realities of the endorsement process.
8.2 Ongoing Insurance Requirements
Section 6.07 of the Credit Agreement imposes ongoing insurance obligations on the Borrower, including the requirement to maintain specified types and amounts of insurance throughout the term of the Facility. The Borrower has two comments on Section 6.07 as drafted:
First, Section 6.07 requires that the Borrower provide the Agent with 30 days' prior written notice of cancellation or material change of any required insurance policy. The Borrower requests that this provision be revised to require such notice "to the extent obtainable from the insurance carrier." This qualification is necessary because Northstar Mutual Insurance Company's standard policy terms provide only 10 days' notice of cancellation for non-payment of premiums, which is shorter than the 30-day notice period required under the Credit Agreement. The Borrower cannot contractually commit to providing notice that it has not yet received from its own carrier. The proposed "to the extent obtainable" qualification is a customary formulation that aligns the Borrower's notice obligations with the notice actually available under its insurance policies.
Second, the Borrower requests clarification that the crop insurance requirements under Section 6.07 are limited to (i) coverage available through federally subsidized multi-peril crop insurance programs administered by the United States Department of Agriculture's Risk Management Agency and (ii) commercially available crop-hail coverage, and do not extend to specialty, parametric, or revenue-protection insurance products that may be available in the market but are not customarily maintained by agricultural operations of the Borrower's size and type. The KBW Third Draft's reference to "crop insurance" without further specification could be construed to require the Borrower to maintain insurance products that are not commercially reasonable or readily available for its operations.
9. Borrowing Base and Field Examination Matters
9.1 Resolved Items
The Borrower is pleased to confirm that the following Borrowing Base and field examination matters have been resolved and are correctly reflected in the KBW Third Draft:
Availability Reserves. The initial Availability Reserve has been confirmed at $3,500,000, negotiated down from the $5,000,000 reserve originally proposed in HCB's initial term sheet dated August 22, 2022 and agreed in the revised term sheet dated September 9, 2022. This amount is properly reflected in Section 2.01 of the KBW Third Draft.
Advance Rates. The following advance rates have been confirmed and are correctly reflected in the Borrowing Base definition:
•  85% on Eligible Accounts Receivable;
•  65% of net orderly liquidation value ("NOLV") on Eligible Crop Inventory;
•  70% of the lower of cost or market value on Eligible Crop-Input Inventory; and
•  80% of market value (based on CBOT settlement price less applicable basis) on Eligible Grain Warehouse Receipts.
Field Examination Fee Cap. The Credit Agreement provides for a maximum of two (2) field examinations per year at the Borrower's expense, with costs not to exceed $50,000 per examination. Additional field examinations during a Trigger Period are at the Borrower's expense without any fee cap. These terms are now correctly reflected in the KBW Third Draft.
9.2 Remaining Item — Discretionary Reserves
While the initial Availability Reserve has been agreed at $3,500,000 as noted above, the Agent retains broad discretion under Section 2.01(c) of the KBW Third Draft to impose additional reserves at any time and from time to time. The Borrower acknowledges that the establishment of discretionary reserves is a customary feature of ABL facilities and an important element of the Agent's collateral protection framework. However, the scope of the Agent's discretion as currently drafted is essentially unlimited, with no procedural safeguards or constraints on the Agent's ability to impose reserves that could significantly reduce the Borrower's availability under the Facility.
The Borrower's third markup proposes that any increase in discretionary reserves after the Closing Date be subject to the following conditions:
(a) The increase must be based on events, conditions, or circumstances arising after the Closing Date that were not known to the Agent or contemplated in the initial reserve determination as of the Closing Date. This requirement prevents the Agent from "re-trading" the initial reserve amount by imposing additional reserves based on facts and circumstances that existed at closing and were already reflected in the $3,500,000 initial reserve.
(b) The amount of any increase must be commercially reasonable and consistent with the Agent's customary practices for similarly situated borrowers in the agricultural ABL market. This standard provides an objective benchmark for evaluating the reasonableness of any reserve increase.
(c) The Agent must provide the Borrower with at least five (5) business days' prior written notice of any proposed increase in discretionary reserves, together with a reasonably detailed description of the basis for the proposed increase. During such five-business-day period, the Borrower shall have the opportunity to discuss the proposed increase with the Agent and to provide information or take actions that may address the Agent's concerns. For the avoidance of doubt, this notice-and-discussion procedure does not give the Borrower a right of approval or veto over the Agent's reserve decisions; it is intended only to ensure a reasonable degree of transparency and procedural fairness.
9.3 Field Examination Status
As the parties are aware, Pryor & Associates LLC was engaged by HCB on September 19, 2022 (contact: Thomas Pryor, Managing Director) to conduct the initial field examination of the Borrower's assets and operations. Pryor & Associates commenced its on-site field examination on October 17, 2022, with visits to the Borrower's headquarters in Des Moines, Iowa and select grain elevator sites. We understand that the on-site examination was substantially complete as of November 7, 2022.
However, the Borrower understands that the final Pryor & Associates field examination report has not yet been delivered to HCB. Section 5.01 of the Credit Agreement, as currently drafted, requires delivery of a satisfactory field examination report as a condition precedent to the effectiveness of the Credit Agreement and the initial Advance. The Borrower requests that this condition precedent be modified to permit the closing to occur upon receipt by the Agent of a satisfactory preliminary report (or summary findings letter) from Pryor & Associates, with the final comprehensive field examination report to be delivered within thirty (30) days following the Closing Date. This approach will allow the parties to proceed toward closing on the targeted timeline without being delayed by the preparation and delivery of the final report, which we understand may require additional time for Pryor & Associates to complete.
10. Miscellaneous Open Items
10.1 Representations and Warranties — Financial Statements
Section 4.04 of the Credit Agreement contains the Borrower's representations and warranties regarding the accuracy and completeness of financial statements delivered in connection with the Credit Agreement. The KBW Third Draft references (i) audited financial statements for the fiscal year ended December 31, 2021 (audited by Ashford, Kline & Pearce LLP; audit partner Catherine Drummond) and (ii) interim unaudited financial statements as of and for the six-month period ended June 30, 2022.
The Borrower requests clarification regarding the measurement date for the "no material adverse change" representation contained in Section 4.04. As currently drafted, it is unclear whether the representation that no Material Adverse Change has occurred is measured from the date of the most recent audited financial statements (fiscal year-end December 31, 2021) or from the date of the most recent interim unaudited financial statements (June 30, 2022). The Borrower's position is that the appropriate measurement date is June 30, 2022, as the interim financials represent the most current financial information available to the parties. Using the audited FY2021 year-end as the measurement date would require the Borrower to represent that no Material Adverse Change has occurred over a period of nearly eleven months (from January 1, 2022 through the anticipated Closing Date in late November 2022), which is an unreasonably long representation period and would capture ordinary-course business fluctuations that are not indicative of a genuine material adverse change.
10.2 Reporting Requirements
The Borrower's comments on the reporting requirements set forth in Article VI of the Credit Agreement are as follows:
Monthly Borrowing Base Certificates (or weekly during a Trigger Period): The Borrower accepts this requirement as drafted.
Annual Audited Financial Statements within 120 days of fiscal year-end: The Borrower accepts this requirement as drafted.
Quarterly Unaudited Financial Statements within 45 days of fiscal quarter-end: The Borrower accepts this requirement as drafted.
Annual Business Plan and Projections within 60 days of fiscal year-end: The Borrower requests that this delivery period be extended to 90 days following the end of each fiscal year. The agricultural business planning cycle — which requires the Borrower to assess crop prices, input costs, acreage allocation, hedging strategies, and capital expenditure plans — does not align with a 60-day post-year-end delivery timeline. The Borrower's annual business plan incorporates data from the USDA's January crop production and supply/demand reports, which are typically released in mid-January, and the Borrower's internal planning process requires an additional four to six weeks following receipt of that data to finalize projections. A 90-day delivery period (i.e., by March 31 for a December 31 fiscal year-end) is consistent with the Borrower's planning cycle and is a reasonable accommodation.
Daily Cash Receipts Reporting during a Trigger Period: The Borrower accepts this requirement as drafted, subject to the springing dominion clarification requested in Section 3.2 of this letter. For the avoidance of doubt, the Borrower's acceptance of the daily cash receipts reporting obligation during a Trigger Period is not an acceptance of the Agent's right to impose cash dominion or a cash sweep upon the commencement of a Trigger Period, which is a separate issue addressed in Section 3.2 above.
10.3 Lender Voting and Amendment Provisions
Section 10.01 of the Credit Agreement sets forth the voting and amendment provisions governing modifications to the Credit Agreement and the other Loan Documents. The Borrower notes that certain amendments — including changes to the Borrowing Base methodology, advance rates, and eligibility criteria — require the consent of all Lenders rather than the Required Lenders. The Borrower does not object to this formulation, which is consistent with market practice and reflects the fact that changes to the Borrowing Base directly affect the economic terms of each Lender's commitment.
For the record, the current syndicate commitments under the Facility are as follows:
"Required Lenders" is defined as Lenders holding more than 50% of the aggregate Commitments. The Borrower accepts this definition.
10.4 Payoff of Existing Facility
As a condition precedent to the effectiveness of the Credit Agreement, the Borrower is required to deliver a payoff letter from Prairie National Bank, N.A. ("PNB") (contact: Janet Braddock, Senior Vice President, Agricultural Banking) in respect of the existing $55,000,000 revolving credit facility between GAP and PNB (dated April 1, 2018, as subsequently amended). The outstanding balance under the existing PNB facility was approximately $38,750,000 as of September 30, 2022.
The payoff letter must include the following:
(a) the aggregate payoff amount as of the anticipated Closing Date (including outstanding principal, accrued and unpaid interest, fees, and any other amounts due and payable);
(b) per diem interest accruing after the stated payoff date;
(c) confirmation that, upon receipt of the payoff amount in full, PNB will (i) terminate UCC financing statements filed with the Iowa Secretary of State (Filing Nos. 2018-0041729 and 2018-0041730, each filed on April 2, 2018), (ii) deliver mortgage releases for the real property mortgages recorded in Polk County, Iowa, McLean County, Illinois, and eight (8) additional Iowa counties, and (iii) take such other actions as may be necessary to release all liens and security interests securing the existing PNB facility; and
(d) wire transfer instructions for remittance of the payoff amount.
The Borrower confirms that it is actively coordinating with PNB regarding the preparation and delivery of the payoff letter and expects delivery of the payoff letter within five (5) to seven (7) business days following confirmation of a Closing Date.
11. Ancillary Documents — Separate Delivery
Calderwood & Harkness is separately delivering, under cover of a separate transmittal letter dated November 4, 2022, drafts of the following ancillary Loan Documents:
1.  Security Agreement — granting a first-priority security interest in substantially all personal property of Greenfield Agricultural Partners LLC, Greenfield Grain Storage LLC ("GGS"), and Greenfield Crop Inputs Inc. ("GCI"), in favor of the Collateral Agent.
2.  Guaranty Agreement — joint and several guaranty by Greenfield Holdings Corp., GGS, and GCI of all Obligations of the Borrower under the Credit Agreement and the other Loan Documents.
3.  Pledge Agreement — pledge by Holdings of 100% of the membership interests in GGS and 100% of the outstanding capital stock of GCI, in favor of the Collateral Agent.
4.  Mortgage, Assignment of Leases and Rents, and Security Agreement — Iowa Form — covering the Borrower's headquarters facility and 14 grain elevator sites located in the State of Iowa, in favor of the Collateral Agent.
5.  Mortgage, Assignment of Leases and Rents, and Security Agreement — Illinois Form — covering the GCI distribution center located at 780 Commerce Drive, Bloomington, Illinois 61701, in favor of the Collateral Agent.
6.  Deposit Account Control Agreement — Form — covering the Borrower's operating deposit accounts maintained at PNB and HCB, to be executed by the applicable depository bank, the Borrower, and the Collateral Agent.
7.  Assignment of Insurance — Form — assigning to the Collateral Agent the Borrower's rights to proceeds under crop insurance and property/casualty insurance policies.
C&H respectfully requests that KBW provide comments on these ancillary documents within ten (10) business days of receipt (i.e., by November 14, 2022) in order to maintain the projected closing timeline. To the extent KBW or HCB identifies issues with the ancillary documents that may affect the terms of the Credit Agreement, we would ask that such issues be flagged promptly so that they can be addressed in parallel with the remaining Credit Agreement negotiations.
12. Proposed Next Steps
In light of the remaining open items identified in this letter and the enclosed redline, C&H proposes scheduling a follow-up negotiation call during the week of November 7, 2022, at a time mutually convenient to all parties. Participants on the call should include:
•  C&H: Ian Blackwood and Sophie Tremblay
•  Greenfield: Patricia Calloway and Nina Vasquez
•  KBW: Richard Whitfield and Lauren Chisholm
•  HCB: Gregory Thorn and Allison Kuo
The target closing date for the Facility remains mid-to-late November 2022, subject to resolution of all remaining open items identified in this letter and the enclosed redline, as well as the satisfaction (or waiver) of all conditions precedent set forth in Article V of the Credit Agreement, including delivery of the Pryor & Associates field examination report, the PNB payoff letter, and the insurance deliverables discussed herein.
The Borrower requests that HCB and KBW provide an updated estimated closing timeline following receipt of the Pryor & Associates preliminary field examination report. Greenfield and C&H remain fully committed to working collaboratively and expeditiously to bring the Facility to closing within the targeted timeframe.
We trust that the foregoing comments and the enclosed redline are helpful in advancing the negotiations. Please do not hesitate to contact me at (312) 555-7218 or stremblay@calderwoodharkness.com, or my partner Ian Blackwood at (312) 555-7210 or iblackwood@calderwoodharkness.com, with any questions regarding the Borrower's comments or the enclosed markup.
We look forward to discussing these matters further on the next negotiation call.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Sophie Tremblay Partner
150 North Michigan Avenue, Suite 3600 Chicago, Illinois 60601 Telephone: (312) 555-7218
Email: stremblay@calderwoodharkness.com
cc: Ian Blackwood, Calderwood & Harkness LLP cc: Patricia Calloway, Chief Financial Officer, Greenfield Agricultural Partners LLC cc: Nina Vasquez, General Counsel, Greenfield Agricultural Partners LLC
Enclosure: C&H Third Markup of Credit Agreement (Redline of KBW Third Draft dated October 28, 2022)
Lender | Commitment | Percentage
Heartland Commerce Bank, National Association | $40,000,000 | 50.00%
Meridian Agricultural Credit Corporation | $25,000,000 | 31.25%
Tallgrass Capital Fund II, LP | $15,000,000 | 18.75%
Total | $80,000,000 | 100.00%

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