officers-certificate-draft.docx

1020-00003 · Tallgrass Capital Holdings · Closing

officers-certificate-draft.docx DOCUMENT Capital Markets

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Prepared by: Calderwood & Harkness LLP 600 Lexington Avenue New York, New York 10022 C&H Matter No. 1020-00003 / Billing No. 014723.00001

OFFICER'S CERTIFICATE

Greenfield Agricultural Partners LLC

$30,000,000 Aggregate Principal Amount of Senior Unsecured Notes due June 30, 2027

June 30, 2022

The undersigned, Douglas Evanston, hereby certifies as follows in his capacity as General Counsel and Corporate Secretary of Greenfield Agricultural Partners LLC, an Iowa limited liability company (the "Company" or "GAP"), with its principal office located at 1420 Prairie Ridge Boulevard, Suite 300, Des Moines, Iowa 50309 (Employer Identification Number: 47-3918206; Iowa Secretary of State File No. 723841).

This Officer's Certificate (this "Certificate") is delivered pursuant to Section [__] of that certain Purchase Agreement, dated as of June 20, 2022 (as the same may be amended, supplemented, or otherwise modified from time to time, the "Purchase Agreement"), by and between the Company and Ridgeline Securities LLC, a Delaware limited liability company (the "Initial Purchaser"), in connection with the issuance and sale by the Company of $30,000,000 aggregate principal amount of the Company's Senior Unsecured Notes due June 30, 2027 (the "Notes").

The Notes are to be issued pursuant to an Indenture, to be dated as of the date hereof (as the same may be amended, supplemented, or otherwise modified from time to time, the "Indenture"), between the Company and Heartland Trust Company, National Association, a national banking association organized under the laws of the United States, as trustee (the "Trustee"). The Purchase Agreement, the Indenture, the Registration Rights Agreement (as defined below), and any and all ancillary certificates, instruments, agreements, and documents executed and delivered in connection therewith are referred to collectively herein as the "Transaction Documents."

The offering and sale of the Notes are exempt from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"), pursuant to Section 4(a)(2) thereof, with resales of the Notes to be made to qualified institutional buyers ("QIBs") in reliance on Rule 144A promulgated under the Securities Act. The Notes have been assigned CUSIP No. 39572L AA 3 and ISIN No. US39572LAA35 (each as reserved by the CUSIP Service Bureau).

Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to them in the Purchase Agreement.

SECTION I: BOARD RESOLUTIONS AND AUTHORIZATION

A. Certification of Resolutions

The undersigned hereby certifies that the Board of Managers of the Company (the "Board") duly adopted the resolutions attached hereto as Exhibit A (the "Resolutions") at a duly convened meeting [or by unanimous written consent in lieu of a meeting] held on [_], 2022, at which a quorum was present and acting throughout. The Resolutions were adopted by the affirmative vote of a majority of the managers entitled to vote thereon, in accordance with the Amended and Restated Operating Agreement of the Company (the "Operating Agreement") and the Iowa Revised Uniform Limited Liability Company Act, Iowa Code Chapter 489 (the "Iowa LLC Act").

The Resolutions have not been amended, modified, revoked, rescinded, or superseded in any respect and remain in full force and effect as of the date hereof. No other resolutions have been adopted by the Board or any committee thereof that would limit, restrict, or otherwise affect the authority granted by the Resolutions.

B. Substance of Resolutions

Without limiting the generality of the foregoing, the Resolutions authorize, among other things, each of the following actions by the Company:

(i) The issuance and sale of up to $30,000,000 aggregate principal amount of Senior Unsecured Notes due June 30, 2027, bearing interest at a fixed rate not to exceed 10.250% per annum, which rate represents the maximum coupon authorized by the Board (the actual coupon to be determined through the book-building process conducted by the Initial Purchaser);

(ii) The execution, delivery, and performance by the Company of the following Transaction Documents:

(a) the Indenture, to be dated as of June 30, 2022, between the Company and Heartland Trust Company, National Association, as trustee, governing the terms and conditions of the Notes;

(b) the Purchase Agreement, dated as of June 20, 2022, between the Company and Ridgeline Securities LLC, as initial purchaser, pursuant to which the Initial Purchaser has agreed to purchase the Notes from the Company for resale to QIBs in reliance on Rule 144A;

(c) the Registration Rights Agreement (the "Registration Rights Agreement"), to be dated as of June 30, 2022, by the Company for the benefit of the holders of the Notes from time to time, obligating the Company to file an exchange offer registration statement with the U.S. Securities and Exchange Commission (the "SEC") within one hundred eighty (180) days of the date of issuance of the Notes and to consummate the exchange offer within two hundred seventy (270) days of such date of issuance, subject to the terms and conditions set forth therein; and

(d) any and all ancillary certificates, instruments, agreements, and documents contemplated by or required to be delivered pursuant to the Transaction Documents, including but not limited to this Certificate, any opinions of counsel, comfort letters, and DTC eligibility letters;

(iii) The preparation, approval, and distribution of the Preliminary Offering Memorandum dated June 1, 2022, and any final Offering Memorandum (together, as the same may be amended or supplemented from time to time, the "Offering Memorandum"), to QIBs in connection with the offering and sale of the Notes;

(iv) The designation of the following individuals as authorized officers of the Company, each acting individually and without the requirement of joint action, to execute, deliver, and perform the Transaction Documents and to take any and all further actions and execute any and all further documents, instruments, and certificates as may be necessary or desirable to consummate the transactions contemplated thereby:

• Marcus J. Reinhart, Chief Executive Officer;

• Linda Shao-Perkins, Chief Financial Officer; and

• Douglas Evanston, General Counsel & Corporate Secretary; and

(v) The application of the net proceeds of the offering of the Notes as set forth in the Offering Memorandum, as follows:

• approximately $18,000,000 to refinance existing revolving credit facility indebtedness outstanding under the senior secured revolving credit facility with Meridian Commercial Bank, N.A., as administrative agent, and the lenders party thereto from time to time;

• approximately $9,250,000 for capital expenditures related to the construction and equipping of the new adjuvant blending facility located at 3800 University Boulevard, Ames, Iowa 50010;

• approximately $2,000,000 for general corporate purposes, including working capital; and

• approximately $750,000 for estimated fees, commissions, and expenses incurred in connection with the offering and sale of the Notes and the related transactions contemplated by the Transaction Documents.

C. Ownership Authorization Context

The undersigned further certifies that the Company is majority-owned (approximately 68.2% of the outstanding membership interests) by Tallgrass Capital Holdings LP, a Delaware limited partnership ("Tallgrass"), with the remaining approximately 31.8% of the outstanding membership interests held by members of the Company's management team and certain legacy family interests. Tallgrass acts through its general partner, Tallgrass Capital GP LLC, a Delaware limited liability company.

To the extent that any consent, approval, or authorization of Tallgrass (acting through Tallgrass Capital GP LLC) is required under the Operating Agreement or any other agreement to which Tallgrass and the Company are parties in connection with the transactions contemplated by the Transaction Documents, including without limitation the issuance and sale of the Notes and the incurrence of indebtedness thereunder, such consent, approval, or authorization has been duly obtained and is in full force and effect as of the date hereof.

SECTION II: ORGANIZATIONAL DOCUMENTS

A. Certificate of Organization

A true, correct, and complete copy of the Certificate of Organization of the Company as originally filed with the Office of the Secretary of State of the State of Iowa (File No. 723841), together with all amendments and restatements thereof, if any, is attached hereto as Exhibit B.

The undersigned hereby certifies that the Certificate of Organization has not been amended, supplemented, restated, or otherwise modified since the date of its most recent filing with the Iowa Secretary of State and remains in full force and effect as of the date hereof. No certificate of cancellation, certificate of merger, or other instrument terminating or materially affecting the existence or authority of the Company has been filed with the Iowa Secretary of State or any other governmental authority.

B. Operating Agreement

A true, correct, and complete copy of the Amended and Restated Operating Agreement of the Company, as currently in effect (the "Operating Agreement"), is attached hereto as Exhibit C. The Operating Agreement constitutes the sole and entire operating agreement governing the affairs of the Company and the rights and obligations of its members.

The undersigned hereby certifies that the Operating Agreement has not been further amended, supplemented, restated, or otherwise modified since its effective date and remains in full force and effect as of the date hereof. There are no side letters, supplements, or other agreements that amend or modify the terms of the Operating Agreement.

C. Registered Agent

The Company's registered agent in the State of Iowa is Capitol Filings, Inc., with an office at 400 E. Grand Avenue, Des Moines, Iowa 50309. The registered agent appointment is current and has not been revoked or terminated.

SECTION III: GOOD STANDING

A certificate of good standing (or certificate of existence, as denominated by the Iowa Secretary of State) of the Company, issued by the Office of the Secretary of State of the State of Iowa, dated not more than five (5) business days prior to the date hereof, is attached hereto as Exhibit D (the "Good Standing Certificate"). The Good Standing Certificate confirms that the Company, bearing Iowa Secretary of State File No. 723841, is in good standing under the laws of the State of Iowa.

The undersigned hereby further certifies that, as of the date hereof, the Company is validly existing and in good standing under the laws of the State of Iowa, has full limited liability company power and authority to own, lease, and operate its properties and to carry on its business as presently conducted, and is duly qualified to transact business and is in good standing (or the equivalent thereof) in each other jurisdiction where the nature of its business, the character of its properties, or the location of its assets requires such qualification, except where the failure to be so qualified or in good standing would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the business, properties, financial condition, or results of operations of the Company.

SECTION IV: INCUMBENCY AND SPECIMEN SIGNATURES

A. Incumbency. The undersigned hereby certifies that, as of the date hereof, each of the following persons holds the office set forth opposite his or her name below, has held such office continuously since the date of the adoption of the Resolutions, and is duly authorized to execute and deliver the Transaction Documents and any and all other documents, instruments, and certificates required to be delivered by the Company in connection with the offering and sale of the Notes, the Indenture, the Purchase Agreement, and the Registration Rights Agreement:

B. Signature Authentication

The undersigned hereby certifies that each specimen signature set forth above is the true and genuine signature of the individual named, and that such individual has duly affixed his or her signature in the presence of the undersigned or has otherwise confirmed the authenticity of such signature.

Each such individual is authorized, acting individually and without the requirement of joint action, to execute any and all documents, instruments, certificates, and agreements required or contemplated to be executed and delivered by the Company in connection with the offering and sale of the Notes, the Indenture, the Purchase Agreement, the Registration Rights Agreement, and any ancillary documents related thereto. Such authority includes, without limitation, the authority to execute on behalf of the Company any amendments, supplements, waivers, or modifications to the Transaction Documents to the extent authorized by the Resolutions.

SECTION V: REPRESENTATIONS AND CONFIRMATIONS

A. No Conflict; Authority

The undersigned hereby certifies, on behalf of the Company and not in his individual capacity, that:

(i) The execution, delivery, and performance of each of the Transaction Documents by the Company have been duly authorized by all necessary limited liability company action on the part of the Company, including the adoption of the Resolutions by the Board and the obtaining of any required member consents, and no further limited liability company action on the part of the Company is required in connection therewith.

(ii) No consent, approval, authorization, order, registration, qualification, license, permit, or filing with or of any federal, state, local, or foreign governmental authority, regulatory body, or self-regulatory organization, or any other person or entity, is required in connection with the execution, delivery, and performance by the Company of the Transaction Documents or the consummation of the transactions contemplated thereby, that has not been obtained or made and that is not in full force and effect, except for filings that may be required under state securities or "blue sky" laws in connection with the resale of the Notes and filings required to be made with the SEC pursuant to the Registration Rights Agreement (which filings will be made on a timely basis).

(iii) The execution, delivery, and performance of the Transaction Documents by the Company, and the consummation of the transactions contemplated thereby, including the issuance and sale of the Notes and the incurrence of indebtedness thereunder, do not and will not (a) conflict with, violate, or result in a breach or contravention of any provision of the Company's Certificate of Organization or Operating Agreement, (b) conflict with, violate, result in a breach of, constitute a default (or an event that, with the giving of notice or lapse of time or both, would constitute a default) under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice, consent, or waiver under, any material agreement, contract, lease, license, instrument, or other arrangement to which the Company is a party or by which the Company or any of its properties or assets is bound, including without limitation the senior secured revolving credit facility with Meridian Commercial Bank, N.A., as administrative agent, or (c) result in the creation or imposition of any lien, charge, pledge, security interest, encumbrance, or restriction of any kind upon any property or asset of the Company.

B. Accuracy of Offering Memorandum Representations

The undersigned hereby certifies that the representations and warranties of the Company set forth in the Purchase Agreement and in the Offering Memorandum dated June 1, 2022 (including any amendments or supplements thereto) are true and correct in all material respects as of the date hereof with the same force and effect as though such representations and warranties had been made on and as of the date hereof (except to the extent that any such representation or warranty expressly relates to an earlier date, in which case such representation or warranty is true and correct in all material respects as of such earlier date).

Since the date of the most recent financial statements included in the Offering Memorandum — specifically, the audited consolidated financial statements for the fiscal year ended December 31, 2021, audited by Clarendon Harris & Co. LLP, independent registered public accounting firm, which financial statements reflect, among other things, revenue of approximately $189.4 million and EBITDA of approximately $27.6 million for such period — there has been no material adverse change, or any development that would reasonably be expected to result in a material adverse change, in the business, properties, assets, liabilities, financial condition, or results of operations of the Company, taken as a whole, other than as set forth in or contemplated by the Offering Memorandum.

C. No Default

The undersigned hereby certifies that, as of the date hereof, no Event of Default (as defined in the Indenture) has occurred and is continuing, and no event has occurred and is continuing that, with the giving of notice or the lapse of time or both, would constitute an Event of Default under the Indenture. The Company is not in default under or in violation of any provision of the Purchase Agreement, the Registration Rights Agreement, or any other Transaction Document.

SECTION VI: CLOSING; EXECUTION

IN WITNESS WHEREOF, the undersigned has executed this Officer's Certificate as of June 30, 2022.

GREENFIELD AGRICULTURAL PARTNERS LLC

By: ________

Name: Douglas Evanston

Title: General Counsel & Corporate Secretary

Address:

1420 Prairie Ridge Boulevard, Suite 300 Des Moines, Iowa 50309

COUNTER-CERTIFICATION

The undersigned, in his/her capacity as an officer of Greenfield Agricultural Partners LLC, hereby confirms that Douglas Evanston is, and at all times since the adoption of the Resolutions has been, the duly appointed, qualified, and acting General Counsel and Corporate Secretary of the Company, and that the signature of Douglas Evanston set forth above is his true and genuine signature. The undersigned further confirms that Douglas Evanston is duly authorized to execute and deliver this Certificate on behalf of the Company and that all certifications, representations, and statements made by Douglas Evanston herein are authorized by the Company.

GREENFIELD AGRICULTURAL PARTNERS LLC

By: ________

Name: Marcus J. Reinhart

Title: Chief Executive Officer

Date: ________

GREENFIELD AGRICULTURAL PARTNERS LLC

By: ________

Name: Linda Shao-Perkins

Title: Chief Financial Officer

Date: ________

EXHIBITS

EXHIBIT A.

Resolutions of the Board of Managers of Greenfield Agricultural Partners LLC

Adopted [by unanimous written consent / at a duly convened meeting] on [_], 2022

WHEREAS, Greenfield Agricultural Partners LLC, an Iowa limited liability company (the "Company"), proposes to issue and sell up to $30,000,000 aggregate principal amount of its Senior Unsecured Notes due June 30, 2027 (the "Notes"), bearing interest at a fixed rate not to exceed 10.250% per annum;

WHEREAS, the Notes will be issued pursuant to an Indenture (the "Indenture") to be entered into between the Company and Heartland Trust Company, National Association, as trustee (the "Trustee");

WHEREAS, the Notes will be sold to Ridgeline Securities LLC, a Delaware limited liability company (the "Initial Purchaser"), pursuant to a Purchase Agreement (the "Purchase Agreement") between the Company and the Initial Purchaser, for resale to qualified institutional buyers in reliance on Rule 144A under the Securities Act of 1933, as amended (the "Securities Act");

WHEREAS, the Company proposes to enter into a Registration Rights Agreement (the "Registration Rights Agreement") for the benefit of holders of the Notes, obligating the Company to file an exchange offer registration statement with the U.S. Securities and Exchange Commission within 180 days of the issuance date of the Notes;

WHEREAS, the Company has prepared a Preliminary Offering Memorandum dated June 1, 2022 (the "Preliminary Offering Memorandum") in connection with the offering and sale of the Notes; and

WHEREAS, the Board of Managers (the "Board") has determined, after due consideration and upon the recommendation of management and counsel, that it is in the best interests of the Company and its members to authorize the issuance and sale of the Notes and the execution, delivery, and performance of the Transaction Documents (as defined below);

NOW, THEREFORE, BE IT RESOLVED, that the issuance and sale by the Company of up to $30,000,000 aggregate principal amount of Senior Unsecured Notes due June 30, 2027, bearing interest at a fixed rate not to exceed 10.250% per annum, be, and the same hereby is, authorized and approved in all respects;

RESOLVED FURTHER, that the Company be, and hereby is, authorized to enter into, execute, deliver, and perform the following documents (collectively, the "Transaction Documents"):

(a) the Indenture, between the Company and Heartland Trust Company, National Association, as trustee, in substantially the form presented to the Board, with such changes therein as the officers executing the same shall approve, such approval to be conclusively evidenced by such execution;

(b) the Purchase Agreement, between the Company and Ridgeline Securities LLC, as initial purchaser, in substantially the form presented to the Board, with such changes therein as the officers executing the same shall approve;

(c) the Registration Rights Agreement, by the Company for the benefit of the holders of the Notes from time to time, in substantially the form presented to the Board, with such changes therein as the officers executing the same shall approve; and

(d) any and all ancillary certificates, instruments, agreements, and documents contemplated by or required to be delivered pursuant to the Transaction Documents;

RESOLVED FURTHER, that the preparation, approval, and distribution of the Preliminary Offering Memorandum dated June 1, 2022, and any final Offering Memorandum, to qualified institutional buyers in connection with the offering and sale of the Notes, be, and the same hereby is, authorized and approved;

RESOLVED FURTHER, that each of the following officers of the Company be, and each hereby is, individually authorized, empowered, and directed, in the name and on behalf of the Company, to execute and deliver the Transaction Documents and to take any and all further actions, and to execute any and all further documents, instruments, certificates, and agreements, as any such officer may deem necessary or advisable to carry out the purposes and intent of these resolutions:

• Marcus J. Reinhart, Chief Executive Officer;

• Linda Shao-Perkins, Chief Financial Officer; and

• Douglas Evanston, General Counsel & Corporate Secretary;

RESOLVED FURTHER, that the net proceeds of the offering of the Notes shall be applied as set forth in the Offering Memorandum, including approximately $18,000,000 to refinance existing revolving credit facility indebtedness with Meridian Commercial Bank, N.A., approximately $9,250,000 for capital expenditures related to the new adjuvant blending facility at 3800 University Boulevard, Ames, Iowa 50010, approximately $2,000,000 for general corporate purposes, and approximately $750,000 for estimated transaction fees and expenses;

RESOLVED FURTHER, that any and all actions heretofore taken by any officer, manager, or authorized representative of the Company in connection with or in furtherance of the transactions contemplated by these resolutions be, and the same hereby are, ratified, confirmed, and approved in all respects; and

RESOLVED FURTHER, that these resolutions shall remain in full force and effect until expressly amended, modified, or revoked by a subsequent resolution of the Board.

EXHIBIT B.

Certificate of Organization of Greenfield Agricultural Partners LLC

(as filed with the Iowa Secretary of State, File No. 723841)

[Certified copy to be attached.]

EXHIBIT C.

Amended and Restated Operating Agreement of Greenfield Agricultural Partners LLC

[True and complete copy to be attached.]

EXHIBIT D.

Certificate of Good Standing

Greenfield Agricultural Partners LLC Iowa Secretary of State File No. 723841

[Certificate of good standing (or certificate of existence) from the Office of the Secretary of State of the State of Iowa, dated within five (5) business days of the closing date, to be attached.]

THIS CERTIFICATE WAS NEVER EXECUTED. THE OFFERING WAS TERMINATED ON JULY 1, 2022, PURSUANT TO §9(b) OF THE PURCHASE AGREEMENT.

DRAFT — PREPARED BY CALDERWOOD & HARKNESS LLP FOR CLOSING CONTEMPLATED JUNE 30, 2022 C&H Matter No. 1020-00003 / Billing No. 014723.00001

Name	Title	Specimen Signature
Marcus J. Reinhart	Chief Executive Officer	_____
Linda Shao-Perkins	Chief Financial Officer	_____
Douglas Evanston	General Counsel & Corporate Secretary	_____

Prepared by: Calderwood & Harkness LLP 600 Lexington Avenue New York, New York 10022 C&H Matter No. 1020-00003 / Billing No. 014723.00001
OFFICER'S CERTIFICATE
Greenfield Agricultural Partners LLC
$30,000,000 Aggregate Principal Amount of Senior Unsecured Notes due June 30, 2027
June 30, 2022
The undersigned, Douglas Evanston, hereby certifies as follows in his capacity as General Counsel and Corporate Secretary of Greenfield Agricultural Partners LLC, an Iowa limited liability company (the "Company" or "GAP"), with its principal office located at 1420 Prairie Ridge Boulevard, Suite 300, Des Moines, Iowa 50309 (Employer Identification Number: 47-3918206; Iowa Secretary of State File No. 723841).
This Officer's Certificate (this "Certificate") is delivered pursuant to Section [__] of that certain Purchase Agreement, dated as of June 20, 2022 (as the same may be amended, supplemented, or otherwise modified from time to time, the "Purchase Agreement"), by and between the Company and Ridgeline Securities LLC, a Delaware limited liability company (the "Initial Purchaser"), in connection with the issuance and sale by the Company of $30,000,000 aggregate principal amount of the Company's Senior Unsecured Notes due June 30, 2027 (the "Notes").
The Notes are to be issued pursuant to an Indenture, to be dated as of the date hereof (as the same may be amended, supplemented, or otherwise modified from time to time, the "Indenture"), between the Company and Heartland Trust Company, National Association, a national banking association organized under the laws of the United States, as trustee (the "Trustee"). The Purchase Agreement, the Indenture, the Registration Rights Agreement (as defined below), and any and all ancillary certificates, instruments, agreements, and documents executed and delivered in connection therewith are referred to collectively herein as the "Transaction Documents."
The offering and sale of the Notes are exempt from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"), pursuant to Section 4(a)(2) thereof, with resales of the Notes to be made to qualified institutional buyers ("QIBs") in reliance on Rule 144A promulgated under the Securities Act. The Notes have been assigned CUSIP No. 39572L AA 3 and ISIN No. US39572LAA35 (each as reserved by the CUSIP Service Bureau).
Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to them in the Purchase Agreement.
SECTION I: BOARD RESOLUTIONS AND AUTHORIZATION
A. Certification of Resolutions
The undersigned hereby certifies that the Board of Managers of the Company (the "Board") duly adopted the resolutions attached hereto as Exhibit A (the "Resolutions") at a duly convened meeting [or by unanimous written consent in lieu of a meeting] held on [_], 2022, at which a quorum was present and acting throughout. The Resolutions were adopted by the affirmative vote of a majority of the managers entitled to vote thereon, in accordance with the Amended and Restated Operating Agreement of the Company (the "Operating Agreement") and the Iowa Revised Uniform Limited Liability Company Act, Iowa Code Chapter 489 (the "Iowa LLC Act").
The Resolutions have not been amended, modified, revoked, rescinded, or superseded in any respect and remain in full force and effect as of the date hereof. No other resolutions have been adopted by the Board or any committee thereof that would limit, restrict, or otherwise affect the authority granted by the Resolutions.
B. Substance of Resolutions
Without limiting the generality of the foregoing, the Resolutions authorize, among other things, each of the following actions by the Company:
(i) The issuance and sale of up to $30,000,000 aggregate principal amount of Senior Unsecured Notes due June 30, 2027, bearing interest at a fixed rate not to exceed 10.250% per annum, which rate represents the maximum coupon authorized by the Board (the actual coupon to be determined through the book-building process conducted by the Initial Purchaser);
(ii) The execution, delivery, and performance by the Company of the following Transaction Documents:
(a) the Indenture, to be dated as of June 30, 2022, between the Company and Heartland Trust Company, National Association, as trustee, governing the terms and conditions of the Notes;
(b) the Purchase Agreement, dated as of June 20, 2022, between the Company and Ridgeline Securities LLC, as initial purchaser, pursuant to which the Initial Purchaser has agreed to purchase the Notes from the Company for resale to QIBs in reliance on Rule 144A;
(c) the Registration Rights Agreement (the "Registration Rights Agreement"), to be dated as of June 30, 2022, by the Company for the benefit of the holders of the Notes from time to time, obligating the Company to file an exchange offer registration statement with the U.S. Securities and Exchange Commission (the "SEC") within one hundred eighty (180) days of the date of issuance of the Notes and to consummate the exchange offer within two hundred seventy (270) days of such date of issuance, subject to the terms and conditions set forth therein; and
(d) any and all ancillary certificates, instruments, agreements, and documents contemplated by or required to be delivered pursuant to the Transaction Documents, including but not limited to this Certificate, any opinions of counsel, comfort letters, and DTC eligibility letters;
(iii) The preparation, approval, and distribution of the Preliminary Offering Memorandum dated June 1, 2022, and any final Offering Memorandum (together, as the same may be amended or supplemented from time to time, the "Offering Memorandum"), to QIBs in connection with the offering and sale of the Notes;
(iv) The designation of the following individuals as authorized officers of the Company, each acting individually and without the requirement of joint action, to execute, deliver, and perform the Transaction Documents and to take any and all further actions and execute any and all further documents, instruments, and certificates as may be necessary or desirable to consummate the transactions contemplated thereby:
•  Marcus J. Reinhart, Chief Executive Officer;
•  Linda Shao-Perkins, Chief Financial Officer; and
•  Douglas Evanston, General Counsel & Corporate Secretary; and
(v) The application of the net proceeds of the offering of the Notes as set forth in the Offering Memorandum, as follows:
•  approximately $18,000,000 to refinance existing revolving credit facility indebtedness outstanding under the senior secured revolving credit facility with Meridian Commercial Bank, N.A., as administrative agent, and the lenders party thereto from time to time;
•  approximately $9,250,000 for capital expenditures related to the construction and equipping of the new adjuvant blending facility located at 3800 University Boulevard, Ames, Iowa 50010;
•  approximately $2,000,000 for general corporate purposes, including working capital; and
•  approximately $750,000 for estimated fees, commissions, and expenses incurred in connection with the offering and sale of the Notes and the related transactions contemplated by the Transaction Documents.
C. Ownership Authorization Context
The undersigned further certifies that the Company is majority-owned (approximately 68.2% of the outstanding membership interests) by Tallgrass Capital Holdings LP, a Delaware limited partnership ("Tallgrass"), with the remaining approximately 31.8% of the outstanding membership interests held by members of the Company's management team and certain legacy family interests. Tallgrass acts through its general partner, Tallgrass Capital GP LLC, a Delaware limited liability company.
To the extent that any consent, approval, or authorization of Tallgrass (acting through Tallgrass Capital GP LLC) is required under the Operating Agreement or any other agreement to which Tallgrass and the Company are parties in connection with the transactions contemplated by the Transaction Documents, including without limitation the issuance and sale of the Notes and the incurrence of indebtedness thereunder, such consent, approval, or authorization has been duly obtained and is in full force and effect as of the date hereof.
SECTION II: ORGANIZATIONAL DOCUMENTS
A. Certificate of Organization
A true, correct, and complete copy of the Certificate of Organization of the Company as originally filed with the Office of the Secretary of State of the State of Iowa (File No. 723841), together with all amendments and restatements thereof, if any, is attached hereto as Exhibit B.
The undersigned hereby certifies that the Certificate of Organization has not been amended, supplemented, restated, or otherwise modified since the date of its most recent filing with the Iowa Secretary of State and remains in full force and effect as of the date hereof. No certificate of cancellation, certificate of merger, or other instrument terminating or materially affecting the existence or authority of the Company has been filed with the Iowa Secretary of State or any other governmental authority.
B. Operating Agreement
A true, correct, and complete copy of the Amended and Restated Operating Agreement of the Company, as currently in effect (the "Operating Agreement"), is attached hereto as Exhibit C. The Operating Agreement constitutes the sole and entire operating agreement governing the affairs of the Company and the rights and obligations of its members.
The undersigned hereby certifies that the Operating Agreement has not been further amended, supplemented, restated, or otherwise modified since its effective date and remains in full force and effect as of the date hereof. There are no side letters, supplements, or other agreements that amend or modify the terms of the Operating Agreement.
C. Registered Agent
The Company's registered agent in the State of Iowa is Capitol Filings, Inc., with an office at 400 E. Grand Avenue, Des Moines, Iowa 50309. The registered agent appointment is current and has not been revoked or terminated.
SECTION III: GOOD STANDING
A certificate of good standing (or certificate of existence, as denominated by the Iowa Secretary of State) of the Company, issued by the Office of the Secretary of State of the State of Iowa, dated not more than five (5) business days prior to the date hereof, is attached hereto as Exhibit D (the "Good Standing Certificate"). The Good Standing Certificate confirms that the Company, bearing Iowa Secretary of State File No. 723841, is in good standing under the laws of the State of Iowa.
The undersigned hereby further certifies that, as of the date hereof, the Company is validly existing and in good standing under the laws of the State of Iowa, has full limited liability company power and authority to own, lease, and operate its properties and to carry on its business as presently conducted, and is duly qualified to transact business and is in good standing (or the equivalent thereof) in each other jurisdiction where the nature of its business, the character of its properties, or the location of its assets requires such qualification, except where the failure to be so qualified or in good standing would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the business, properties, financial condition, or results of operations of the Company.
SECTION IV: INCUMBENCY AND SPECIMEN SIGNATURES
A. Incumbency.  The undersigned hereby certifies that, as of the date hereof, each of the following persons holds the office set forth opposite his or her name below, has held such office continuously since the date of the adoption of the Resolutions, and is duly authorized to execute and deliver the Transaction Documents and any and all other documents, instruments, and certificates required to be delivered by the Company in connection with the offering and sale of the Notes, the Indenture, the Purchase Agreement, and the Registration Rights Agreement:
B. Signature Authentication
The undersigned hereby certifies that each specimen signature set forth above is the true and genuine signature of the individual named, and that such individual has duly affixed his or her signature in the presence of the undersigned or has otherwise confirmed the authenticity of such signature.
Each such individual is authorized, acting individually and without the requirement of joint action, to execute any and all documents, instruments, certificates, and agreements required or contemplated to be executed and delivered by the Company in connection with the offering and sale of the Notes, the Indenture, the Purchase Agreement, the Registration Rights Agreement, and any ancillary documents related thereto. Such authority includes, without limitation, the authority to execute on behalf of the Company any amendments, supplements, waivers, or modifications to the Transaction Documents to the extent authorized by the Resolutions.
SECTION V: REPRESENTATIONS AND CONFIRMATIONS
A. No Conflict; Authority
The undersigned hereby certifies, on behalf of the Company and not in his individual capacity, that:
(i) The execution, delivery, and performance of each of the Transaction Documents by the Company have been duly authorized by all necessary limited liability company action on the part of the Company, including the adoption of the Resolutions by the Board and the obtaining of any required member consents, and no further limited liability company action on the part of the Company is required in connection therewith.
(ii) No consent, approval, authorization, order, registration, qualification, license, permit, or filing with or of any federal, state, local, or foreign governmental authority, regulatory body, or self-regulatory organization, or any other person or entity, is required in connection with the execution, delivery, and performance by the Company of the Transaction Documents or the consummation of the transactions contemplated thereby, that has not been obtained or made and that is not in full force and effect, except for filings that may be required under state securities or "blue sky" laws in connection with the resale of the Notes and filings required to be made with the SEC pursuant to the Registration Rights Agreement (which filings will be made on a timely basis).
(iii) The execution, delivery, and performance of the Transaction Documents by the Company, and the consummation of the transactions contemplated thereby, including the issuance and sale of the Notes and the incurrence of indebtedness thereunder, do not and will not (a) conflict with, violate, or result in a breach or contravention of any provision of the Company's Certificate of Organization or Operating Agreement, (b) conflict with, violate, result in a breach of, constitute a default (or an event that, with the giving of notice or lapse of time or both, would constitute a default) under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice, consent, or waiver under, any material agreement, contract, lease, license, instrument, or other arrangement to which the Company is a party or by which the Company or any of its properties or assets is bound, including without limitation the senior secured revolving credit facility with Meridian Commercial Bank, N.A., as administrative agent, or (c) result in the creation or imposition of any lien, charge, pledge, security interest, encumbrance, or restriction of any kind upon any property or asset of the Company.
B. Accuracy of Offering Memorandum Representations
The undersigned hereby certifies that the representations and warranties of the Company set forth in the Purchase Agreement and in the Offering Memorandum dated June 1, 2022 (including any amendments or supplements thereto) are true and correct in all material respects as of the date hereof with the same force and effect as though such representations and warranties had been made on and as of the date hereof (except to the extent that any such representation or warranty expressly relates to an earlier date, in which case such representation or warranty is true and correct in all material respects as of such earlier date).
Since the date of the most recent financial statements included in the Offering Memorandum — specifically, the audited consolidated financial statements for the fiscal year ended December 31, 2021, audited by Clarendon Harris & Co. LLP, independent registered public accounting firm, which financial statements reflect, among other things, revenue of approximately $189.4 million and EBITDA of approximately $27.6 million for such period — there has been no material adverse change, or any development that would reasonably be expected to result in a material adverse change, in the business, properties, assets, liabilities, financial condition, or results of operations of the Company, taken as a whole, other than as set forth in or contemplated by the Offering Memorandum.
C. No Default
The undersigned hereby certifies that, as of the date hereof, no Event of Default (as defined in the Indenture) has occurred and is continuing, and no event has occurred and is continuing that, with the giving of notice or the lapse of time or both, would constitute an Event of Default under the Indenture. The Company is not in default under or in violation of any provision of the Purchase Agreement, the Registration Rights Agreement, or any other Transaction Document.
SECTION VI: CLOSING; EXECUTION
IN WITNESS WHEREOF, the undersigned has executed this Officer's Certificate as of June 30, 2022.
GREENFIELD AGRICULTURAL PARTNERS LLC
By: ________
Name: Douglas Evanston
Title: General Counsel & Corporate Secretary
Address:
1420 Prairie Ridge Boulevard, Suite 300 Des Moines, Iowa 50309
COUNTER-CERTIFICATION
The undersigned, in his/her capacity as an officer of Greenfield Agricultural Partners LLC, hereby confirms that Douglas Evanston is, and at all times since the adoption of the Resolutions has been, the duly appointed, qualified, and acting General Counsel and Corporate Secretary of the Company, and that the signature of Douglas Evanston set forth above is his true and genuine signature. The undersigned further confirms that Douglas Evanston is duly authorized to execute and deliver this Certificate on behalf of the Company and that all certifications, representations, and statements made by Douglas Evanston herein are authorized by the Company.
GREENFIELD AGRICULTURAL PARTNERS LLC
By: ________
Name: Marcus J. Reinhart
Title: Chief Executive Officer
Date: ________
or
GREENFIELD AGRICULTURAL PARTNERS LLC
By: ________
Name: Linda Shao-Perkins
Title: Chief Financial Officer
Date: ________
EXHIBITS
EXHIBIT A.  
Resolutions of the Board of Managers of Greenfield Agricultural Partners LLC
Adopted [by unanimous written consent / at a duly convened meeting] on [_], 2022
WHEREAS, Greenfield Agricultural Partners LLC, an Iowa limited liability company (the "Company"), proposes to issue and sell up to $30,000,000 aggregate principal amount of its Senior Unsecured Notes due June 30, 2027 (the "Notes"), bearing interest at a fixed rate not to exceed 10.250% per annum;
WHEREAS, the Notes will be issued pursuant to an Indenture (the "Indenture") to be entered into between the Company and Heartland Trust Company, National Association, as trustee (the "Trustee");
WHEREAS, the Notes will be sold to Ridgeline Securities LLC, a Delaware limited liability company (the "Initial Purchaser"), pursuant to a Purchase Agreement (the "Purchase Agreement") between the Company and the Initial Purchaser, for resale to qualified institutional buyers in reliance on Rule 144A under the Securities Act of 1933, as amended (the "Securities Act");
WHEREAS, the Company proposes to enter into a Registration Rights Agreement (the "Registration Rights Agreement") for the benefit of holders of the Notes, obligating the Company to file an exchange offer registration statement with the U.S. Securities and Exchange Commission within 180 days of the issuance date of the Notes;
WHEREAS, the Company has prepared a Preliminary Offering Memorandum dated June 1, 2022 (the "Preliminary Offering Memorandum") in connection with the offering and sale of the Notes; and
WHEREAS, the Board of Managers (the "Board") has determined, after due consideration and upon the recommendation of management and counsel, that it is in the best interests of the Company and its members to authorize the issuance and sale of the Notes and the execution, delivery, and performance of the Transaction Documents (as defined below);
NOW, THEREFORE, BE IT RESOLVED, that the issuance and sale by the Company of up to $30,000,000 aggregate principal amount of Senior Unsecured Notes due June 30, 2027, bearing interest at a fixed rate not to exceed 10.250% per annum, be, and the same hereby is, authorized and approved in all respects;
RESOLVED FURTHER, that the Company be, and hereby is, authorized to enter into, execute, deliver, and perform the following documents (collectively, the "Transaction Documents"):
(a) the Indenture, between the Company and Heartland Trust Company, National Association, as trustee, in substantially the form presented to the Board, with such changes therein as the officers executing the same shall approve, such approval to be conclusively evidenced by such execution;
(b) the Purchase Agreement, between the Company and Ridgeline Securities LLC, as initial purchaser, in substantially the form presented to the Board, with such changes therein as the officers executing the same shall approve;
(c) the Registration Rights Agreement, by the Company for the benefit of the holders of the Notes from time to time, in substantially the form presented to the Board, with such changes therein as the officers executing the same shall approve; and
(d) any and all ancillary certificates, instruments, agreements, and documents contemplated by or required to be delivered pursuant to the Transaction Documents;
RESOLVED FURTHER, that the preparation, approval, and distribution of the Preliminary Offering Memorandum dated June 1, 2022, and any final Offering Memorandum, to qualified institutional buyers in connection with the offering and sale of the Notes, be, and the same hereby is, authorized and approved;
RESOLVED FURTHER, that each of the following officers of the Company be, and each hereby is, individually authorized, empowered, and directed, in the name and on behalf of the Company, to execute and deliver the Transaction Documents and to take any and all further actions, and to execute any and all further documents, instruments, certificates, and agreements, as any such officer may deem necessary or advisable to carry out the purposes and intent of these resolutions:
•  Marcus J. Reinhart, Chief Executive Officer;
•  Linda Shao-Perkins, Chief Financial Officer; and
•  Douglas Evanston, General Counsel & Corporate Secretary;
RESOLVED FURTHER, that the net proceeds of the offering of the Notes shall be applied as set forth in the Offering Memorandum, including approximately $18,000,000 to refinance existing revolving credit facility indebtedness with Meridian Commercial Bank, N.A., approximately $9,250,000 for capital expenditures related to the new adjuvant blending facility at 3800 University Boulevard, Ames, Iowa 50010, approximately $2,000,000 for general corporate purposes, and approximately $750,000 for estimated transaction fees and expenses;
RESOLVED FURTHER, that any and all actions heretofore taken by any officer, manager, or authorized representative of the Company in connection with or in furtherance of the transactions contemplated by these resolutions be, and the same hereby are, ratified, confirmed, and approved in all respects; and
RESOLVED FURTHER, that these resolutions shall remain in full force and effect until expressly amended, modified, or revoked by a subsequent resolution of the Board.
EXHIBIT B.  
Certificate of Organization of Greenfield Agricultural Partners LLC
(as filed with the Iowa Secretary of State, File No. 723841)
[Certified copy to be attached.]
EXHIBIT C.  
Amended and Restated Operating Agreement of Greenfield Agricultural Partners LLC
[True and complete copy to be attached.]
EXHIBIT D.  
Certificate of Good Standing
Greenfield Agricultural Partners LLC Iowa Secretary of State File No. 723841
[Certificate of good standing (or certificate of existence) from the Office of the Secretary of State of the State of Iowa, dated within five (5) business days of the closing date, to be attached.]
THIS CERTIFICATE WAS NEVER EXECUTED. THE OFFERING WAS TERMINATED ON JULY 1, 2022, PURSUANT TO §9(b) OF THE PURCHASE AGREEMENT.
DRAFT — PREPARED BY CALDERWOOD & HARKNESS LLP FOR CLOSING CONTEMPLATED JUNE 30, 2022 C&H Matter No. 1020-00003 / Billing No. 014723.00001
Name | Title | Specimen Signature
Marcus J. Reinhart | Chief Executive Officer | _____
Linda Shao-Perkins | Chief Financial Officer | _____
Douglas Evanston | General Counsel & Corporate Secretary | _____

OFFICER'S CERTIFICATE

SECTION I: BOARD RESOLUTIONS AND AUTHORIZATION

SECTION II: ORGANIZATIONAL DOCUMENTS

SECTION III: GOOD STANDING

SECTION IV: INCUMBENCY AND SPECIMEN SIGNATURES

SECTION V: REPRESENTATIONS AND CONFIRMATIONS

GREENFIELD AGRICULTURAL PARTNERS LLC

COUNTER-CERTIFICATION

GREENFIELD AGRICULTURAL PARTNERS LLC

GREENFIELD AGRICULTURAL PARTNERS LLC

EXHIBITS

EXHIBIT A.

EXHIBIT B.

EXHIBIT C.

EXHIBIT D.

Record

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