1020-00003 · Tallgrass Capital Holdings · Transaction Documents

purchase-agreement-executed-2022-06-20.docx DOCUMENT Capital Markets

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PURCHASE AGREEMENT

$30,000,000 Aggregate Principal Amount

Senior Unsecured Notes due June 30, 2027

June 20, 2022

This PURCHASE AGREEMENT (this "Agreement") is entered into as of June 20, 2022, by and between Greenfield Agricultural Partners LLC, an Iowa limited liability company (the "Issuer" or the "Company"), and Ridgeline Securities LLC, a Delaware limited liability company (the "Initial Purchaser").

RECITALS

WHEREAS, the Company proposes to issue and sell to the Initial Purchaser $30,000,000 aggregate principal amount of its Senior Unsecured Notes due 2027 (the "Notes"), bearing interest at a coupon rate to be set forth in the Pricing Supplement (as defined herein);

WHEREAS, the Notes will be issued pursuant to an indenture (the "Indenture") to be dated as of the Closing Date (as defined herein), 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");

WHEREAS, the Notes will be offered and sold without registration under the Securities Act of 1933, as amended (the "Securities Act"), to qualified institutional buyers ("QIBs") in reliance on Rule 144A under the Securities Act ("Rule 144A"), and will not be registered under the Securities Act or qualified under any state securities or "blue sky" laws;

WHEREAS, the Company has prepared a preliminary offering memorandum dated June 1, 2022 (the "Preliminary Offering Memorandum"), describing the Notes, the terms of the offering, and the Company's business, financial condition, and results of operations, and has furnished copies thereof to the Initial Purchaser for distribution to prospective QIB investors;

WHEREAS, a final offering memorandum (the "Final Offering Memorandum") will be prepared and delivered to the Initial Purchaser prior to or on the Closing Date, and references herein to the "Offering Memorandum" shall include both the Preliminary Offering Memorandum and the Final Offering Memorandum, together with any supplements or amendments thereto, as the context may require; and

WHEREAS, the Company and the Initial Purchaser wish to set forth the terms upon which the Initial Purchaser will purchase the Notes from the Company for resale to QIBs in transactions exempt from registration under the Securities Act in reliance on Rule 144A.

NOW, THEREFORE, in consideration of the foregoing recitals and the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

SECTION 1. DEFINITIONS

As used in this Agreement, the following terms shall have the meanings set forth below. Capitalized terms used but not defined in this Section 1 shall have the meanings ascribed to them elsewhere in this Agreement.

"Ames Facility" means the proposed adjuvant blending facility to be constructed and equipped by the Company at 3800 University Boulevard, Ames, Iowa 50010, as more fully described in the Offering Memorandum.

"Business Day" means any day other than a Saturday, Sunday, or any day on which banking institutions in New York, New York or Des Moines, Iowa are authorized or required by law, regulation, or executive order to close.

"Clarendon Harris" means Clarendon Harris & Co. LLP, the Company's independent registered public accounting firm, with offices at 801 Grand Avenue, Suite 1200, Des Moines, Iowa 50309.

"Closing Date" means the date on which the Notes are delivered to the Initial Purchaser against payment of the purchase price therefor in accordance with Section 2(d) hereof, which date is anticipated to be June 30, 2022, or such other date as shall be mutually agreed upon in writing by the Company and the Initial Purchaser, subject to the provisions of Section 9 hereof.

"Company" means Greenfield Agricultural Partners LLC, an Iowa limited liability company, Iowa Secretary of State File No. 723841, Employer Identification Number 47-3918206, with its principal executive offices located at 1420 Prairie Ridge Boulevard, Suite 300, Des Moines, Iowa 50309.

"CUSIP" means 39572L AA 3, which has been reserved for the Notes by the CUSIP Global Services bureau.

"Existing Credit Facility" means the $40,000,000 senior secured revolving credit facility, dated as of the date set forth therein, among the Company, as borrower, and Meridian Commercial Bank, N.A., as administrative agent and lender, which had a drawn balance of $18,000,000 as of March 31, 2022, bears interest at a rate equal to the Secured Overnight Financing Rate ("SOFR") plus 325 basis points per annum, and matures on August 15, 2024, as more fully described in Schedule 3 hereto.

"Exchange Act" means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

"Indenture" means the indenture to be entered into between the Company and the Trustee on or as of the Closing Date governing the issuance, terms, and administration of the Notes, substantially in the form most recently circulated among the parties.

"Initial Purchaser" means Ridgeline Securities LLC, a Delaware limited liability company and member in good standing of the Financial Industry Regulatory Authority, Inc. ("FINRA"), with its principal offices located at 399 Park Avenue South, 22nd Floor, New York, New York 10016.

"Initial Purchaser's Counsel" means Pryor, Glendenning & Haas LLP, with offices at 51 West 52nd Street, 40th Floor, New York, New York 10019.

"ISIN" means US39572LAA35, the International Securities Identification Number reserved for the Notes.

"Issuer's Counsel" means Calderwood & Harkness LLP, with offices at 600 Lexington Avenue, New York, New York 10022.

"Meridian" means Meridian Commercial Bank, N.A., a national banking association organized under the laws of the United States, with offices at 225 West Washington Street, Suite 3000, Chicago, Illinois 60606, acting in its capacity as administrative agent and lender under the Existing Credit Facility.

"Notes" means the $30,000,000 aggregate principal amount of the Company's Senior Unsecured Notes due June 30, 2027, to be issued under the Indenture.

"Pinnacle" means Pinnacle Ratings Group, Inc., a nationally recognized statistical rating organization, with offices at 1185 Avenue of the Americas, 30th Floor, New York, New York 10036.

"Pricing Supplement" means the supplement to this Agreement, substantially in the form attached hereto as Exhibit A, setting forth the coupon rate, offering price, settlement date, and such other pricing terms as the parties shall agree upon, to be executed and delivered by both parties on or prior to the Closing Date in accordance with Section 2(c) hereof.

"Registration Rights Agreement" means the registration rights agreement to be entered into on the Closing Date by the Company for the benefit of holders of the Notes, substantially in the form attached hereto as Exhibit C, obligating the Company to file an exchange offer registration statement with the Securities and Exchange Commission within 180 days of the issuance date of the Notes and to consummate the exchange offer within 270 days of such issuance date, with provisions for the accrual of additional interest in the event of noncompliance.

"Rule 144A" means Rule 144A under the Securities Act.

"Securities Act" means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

"Tallgrass" means Tallgrass Capital Holdings LP, a Delaware limited partnership, the majority owner of the Company, holding 68.2% of the outstanding membership interests of the Company as of the date hereof.

"Transaction Documents" means, collectively, this Agreement, the Pricing Supplement, the Indenture, the Notes, and the Registration Rights Agreement.

"Trustee" means Heartland Trust Company, National Association, a national banking association organized under the laws of the United States, with corporate trust offices located at 100 South Wacker Drive, Suite 2600, Chicago, Illinois 60606.

SECTION 2. PURCHASE AND RESALE OF THE NOTES

(a) Agreement to Purchase. Subject to the terms and conditions herein set forth and as set forth in the Pricing Supplement (when executed and delivered), the Company agrees to issue and sell to the Initial Purchaser, and the Initial Purchaser agrees to purchase from the Company, $30,000,000 aggregate principal amount of Notes. The purchase price for the Notes shall be as set forth in the Pricing Supplement and shall be payable in immediately available funds on the Closing Date, net of the placement fee described in Section 4(a) hereof. The Notes shall be issued under and governed by the Indenture.

(b) Resale by Initial Purchaser. The Initial Purchaser proposes to offer and resell the Notes to persons whom the Initial Purchaser reasonably believes to be QIBs within the meaning of Rule 144A, in reliance on the exemption from registration provided by Rule 144A. The Initial Purchaser shall not offer or sell the Notes except to persons it reasonably believes to be QIBs within the meaning of Rule 144A, purchasing for their own account or for the account of one or more QIBs. The Initial Purchaser acknowledges that the Notes have not been and will not be registered under the Securities Act and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the Securities Act) except in accordance with Rule 144A or another applicable exemption from the registration requirements of the Securities Act. The Company acknowledges and agrees that the Initial Purchaser is not acting as agent of the Company in connection with the offer and sale of the Notes; the transaction contemplated hereby is a firm commitment purchase and resale by the Initial Purchaser as principal and not an agency transaction.

(c) Pricing Supplement. The parties shall execute and deliver a Pricing Supplement on or before the Closing Date setting forth the coupon rate for the Notes, the offering price to QIB investors, the settlement date, and any other pricing terms as the parties may agree upon. Until such time as the Pricing Supplement has been duly executed and delivered by both the Company and the Initial Purchaser, the obligations of the Initial Purchaser to purchase the Notes hereunder shall not be binding, provided, however, that the obligations of the parties set forth in Sections 4, 7, 8, and 9 of this Agreement shall be effective from and after the date of this Agreement regardless of whether the Pricing Supplement has been executed. For informational purposes, the parties acknowledge the following progression of pricing discussions: (i) initial price talk was communicated by the Initial Purchaser to prospective investors on or about March 15, 2022, indicating an anticipated coupon range of 8.750% to 9.250% per annum; and (ii) revised price talk was communicated by the Initial Purchaser to prospective investors on or about June 10, 2022, indicating a revised coupon range of 9.500% to 10.000% per annum, reflecting changes in prevailing market conditions and investor feedback during the intervening period.

(d) Delivery and Payment. On the Closing Date, the Company shall deliver or cause to be delivered to the Initial Purchaser the Notes in global form, registered in the name of Cede & Co. as nominee of The Depository Trust Company ("DTC"), through the facilities of DTC, against payment by the Initial Purchaser of the purchase price (as set forth in the Pricing Supplement) in immediately available funds by wire transfer to an account designated in writing by the Company not fewer than two Business Days prior to the Closing Date. The closing of the purchase and sale of the Notes (the "Closing") is anticipated to occur at the offices of Calderwood & Harkness LLP, 600 Lexington Avenue, New York, New York 10022, at 10:00 a.m. (New York City time) on the Closing Date, or at such other time and place as the parties may mutually agree.

SECTION 3. REPRESENTATIONS AND WARRANTIES OF THE COMPANY

The Company hereby represents and warrants to the Initial Purchaser as of the date hereof and as of the Closing Date (except where a representation or warranty speaks as of a specific date, in which case it shall be made as of such date) as follows:

(a) Organization and Good Standing. The Company is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Iowa. The Company was formed by the filing of its certificate of organization with the Iowa Secretary of State, where it is assigned File No. 723841. The Company's registered agent for service of process in the State of Iowa is Capitol Filings, Inc., 400 E. Grand Avenue, Des Moines, Iowa 50309. The Company has full limited liability company power and authority to own, lease, and operate its properties, to conduct its business as presently conducted and as described in the Offering Memorandum, and to execute, deliver, and perform its obligations under this Agreement, the Indenture, the Notes, and the Registration Rights Agreement (collectively with this Agreement, the "Transaction Documents"). The Company is duly qualified or licensed to do business and is in good standing in each jurisdiction in which the nature of its business or the ownership, leasing, or operation of its properties makes such qualification or licensing necessary, except where the failure to be so qualified or licensed 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 (a "Material Adverse Effect").

(b) Authorization. The execution, delivery, and performance by the Company of each of the Transaction Documents and the consummation of the transactions contemplated thereby, including the issuance and sale of the Notes, have been duly authorized by all necessary limited liability company action on the part of the Company, including the approval of the Company's board of managers. No further consent, approval, authorization, or order of, or filing or registration with, any person (including any member or manager of the Company) or any court or governmental agency or body having jurisdiction over the Company or any of its properties or assets is required for the execution, delivery, and performance by the Company of the Transaction Documents or the consummation of the transactions contemplated thereby, except such as may be required under state securities or "blue sky" laws in connection with the purchase and resale of the Notes by the Initial Purchaser (as to which no representation is made). Each of the Transaction Documents has been, or will be on or prior to the Closing Date, duly executed and delivered by the Company, and, when so executed and delivered (assuming the due authorization, execution, and delivery by each other party thereto), will constitute a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, and similar laws affecting creditors' rights and remedies generally and to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity). The board of managers of the Company has, in connection with its authorization of the transactions contemplated hereby, authorized a maximum coupon rate on the Notes of 10.250% per annum.

(c) No Conflicts. The execution, delivery, and performance by the Company of the Transaction Documents and the consummation of the transactions contemplated thereby, including the issuance and sale of the Notes, do not and will not (i) violate, conflict with, or result in a breach of any provision of the Company's certificate of organization or operating agreement, each as currently in effect; (ii) violate, conflict with, or result in a breach of, or constitute a default (or an event which, with the giving of notice or lapse of time, or both, would constitute a default) under, or result in the creation or imposition of any lien, charge, or encumbrance upon any properties or assets of the Company pursuant to, any material agreement, indenture, mortgage, deed of trust, loan agreement, lease, license, or other instrument to which the Company is a party or by which the Company or any of its properties or assets is bound, including the Existing Credit Facility with Meridian Commercial Bank, N.A.; or (iii) violate any applicable law, rule, regulation, judgment, order, injunction, or decree of any court or governmental authority having jurisdiction over the Company or any of its properties or assets.

(d) Offering Memorandum. The Preliminary Offering Memorandum dated June 1, 2022, as of its date and as of the date hereof, does not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Final Offering Memorandum, as of its date and as of the Closing Date, will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The foregoing representations and warranties in this Section 3(d) do not apply to statements in or omissions from the Offering Memorandum made in reliance upon and in conformity with information furnished in writing to the Company by or on behalf of the Initial Purchaser specifically for inclusion therein; such information furnished by the Initial Purchaser being limited to the information described in the third paragraph under the heading "Plan of Distribution" in the Offering Memorandum.

(e) Financial Statements. The financial statements of the Company for its fiscal years ended December 31, 2019, December 31, 2020, and December 31, 2021, included or incorporated by reference in the Offering Memorandum, together with the related schedules and notes thereto, have been audited by Clarendon Harris & Co. LLP (engagement partner: Martin Okafor, CPA), in accordance with auditing standards generally accepted in the United States of America, and present fairly in all material respects the financial position of the Company as of the respective dates thereof and the results of operations, changes in members' equity, and cash flows for each of the periods then ended, in conformity with accounting principles generally accepted in the United States of America ("GAAP") applied on a consistent basis throughout the periods involved, except as otherwise stated therein. For the fiscal year ended December 31, 2021, the Company reported revenue of $189,400,000 and earnings before interest, taxes, depreciation, and amortization ("EBITDA") of $27,600,000, as presented in the Offering Memorandum, and such figures are accurate in all material respects. No other financial statements or supporting schedules are required by GAAP to be included in the Offering Memorandum. The pro forma financial data and selected financial data included in the Offering Memorandum present fairly in all material respects the information shown therein, have been compiled on a basis consistent with the audited financial statements, and have been prepared in accordance with the applicable requirements of GAAP and Regulation S-X under the Securities Act, as applicable.

(f) No Material Adverse Change. Since December 31, 2021 (the last day of the Company's most recently completed fiscal year), there has been no material adverse change in the business, properties, financial condition, or results of operations of the Company, and no event has occurred or condition exists that would reasonably be expected to give rise to a Material Adverse Effect, in each case except as set forth in or contemplated by the Offering Memorandum and the disclosure exceptions set forth on Schedule 2 hereto.

(g) Capitalization and Ownership. As of the date hereof, 68.2% of the outstanding membership interests of the Company are held by Tallgrass Capital Holdings LP, a Delaware limited partnership, and 31.8% of the outstanding membership interests are held by members of the Company's management team and legacy family interests, as more fully described in the Offering Memorandum. No options, warrants, convertible securities, or other rights to acquire membership interests in the Company are outstanding except as disclosed in the Offering Memorandum. All outstanding membership interests of the Company have been duly authorized and validly issued in accordance with the Company's operating agreement and applicable law.

(h) Compliance with Laws; Permits. The Company is, and at all times during the three-year period preceding the date hereof has been, in compliance in all material respects with all applicable federal, state, and local laws, rules, and regulations, including, without limitation, environmental laws and regulations applicable to the manufacture, storage, handling, distribution, and sale of specialty crop-protection chemicals, adjuvants, and bio-stimulants. The Company holds all material licenses, permits, authorizations, approvals, registrations, and certifications issued by federal, state, and local governmental authorities that are necessary for the conduct of its business as presently conducted and as described in the Offering Memorandum, and all such licenses, permits, authorizations, approvals, registrations, and certifications are valid and in full force and effect, except where the failure to hold or maintain any such license, permit, authorization, approval, registration, or certification would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(i) Existing Indebtedness. The Company's existing material indebtedness as of the date hereof consists solely of the Existing Credit Facility, which is a $40,000,000 senior secured revolving credit facility with Meridian Commercial Bank, N.A. as administrative agent and lender, bearing interest at a rate equal to SOFR plus 325 basis points per annum, with a drawn balance of $18,000,000 as of March 31, 2022, maturing on August 15, 2024, and secured by a first-priority lien on substantially all assets of the Company, as more fully described in Schedule 3 hereto. Except as set forth in Schedule 3 hereto and as disclosed in the Offering Memorandum, the Company has no other material indebtedness for borrowed money.

(j) Tax Matters. The Company has timely filed (taking into account all validly obtained extensions) all material federal, state, and local tax returns required to be filed by it and has paid all material taxes due and payable by it (whether or not shown on such returns) other than taxes being contested in good faith and for which adequate reserves have been established in accordance with GAAP. The Company's Employer Identification Number is 47-3918206. There are no pending or, to the knowledge of the Company, threatened audits, examinations, or assessments by any taxing authority that would reasonably be expected to have a Material Adverse Effect.

(k) No Litigation. Except as disclosed in the Offering Memorandum and on Schedule 2 hereto, there is no pending or, to the knowledge of the Company, threatened action, suit, litigation, arbitration, investigation, or proceeding before or by any court, arbitrator, or governmental body, agency, or official that (i) relates to or affects the Company or any of its properties or assets, (ii) seeks to restrain, enjoin, prevent the consummation of, or otherwise challenge the transactions contemplated by the Transaction Documents, or (iii) would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(l) intellectual Property. The Company owns or has valid and enforceable licenses to use all patents, patent applications, trademarks, trademark registrations and applications, service marks, trade names, copyrights, trade secrets, know-how, and other intellectual property rights (collectively, "Intellectual Property") that are necessary for or material to the conduct of the Company's business as presently conducted and as described in the Offering Memorandum. To the knowledge of the Company, the conduct of the Company's business does not infringe, misappropriate, or otherwise violate the intellectual Property rights of any third party in a manner that would reasonably be expected to have a Material Adverse Effect.

(m) No Registration Required. Assuming the accuracy of the representations and warranties of the Initial Purchaser set forth in Section 10 hereof, the offer and sale of the Notes to the Initial Purchaser and the resale of the Notes by the Initial Purchaser to QIBs in the manner contemplated by this Agreement and the Offering Memorandum are exempt from the registration requirements of the Securities Act pursuant to Section 4(a)(2) thereof and Rule 144A thereunder, and it is not necessary in connection with such offer, sale, and resale to register the Notes under the Securities Act or to qualify the Indenture under the Trust Indenture Act of 1939, as amended.

(n) No General Solicitation. Neither the Company nor any person acting on its behalf (other than the Initial Purchaser, as to whom the Company makes no representation) has engaged in any form of general solicitation or general advertising (within the meaning of Regulation D under the Securities Act) in connection with the offering of the Notes, including, without limitation, any article, notice, advertisement, or other communication published in any newspaper, magazine, or similar medium or broadcast over television or radio, or any seminar or meeting whose attendees were invited by any form of general solicitation or general advertising.

(o) Investment Company Act. The Company is not, and after giving effect to the offering and sale of the Notes and the application of the net proceeds thereof as described in Section 3(p) hereof and in the Offering Memorandum, will not be required to register as an "investment company" within the meaning of the Investment Company Act of 1940, as amended, and the rules and regulations promulgated thereunder.

(p) Use of Proceeds. The Company intends to use the net proceeds from the sale of the Notes as described in the Offering Memorandum and on Schedule 1 hereto, as follows:

(i) approximately $18,000,000 to refinance and repay in full the outstanding drawn balance on the Existing Credit Facility with Meridian Commercial Bank, N.A.;

(ii) approximately $9,250,000 for capital expenditures related to the construction and equipping of the Ames Facility, the Company's new adjuvant blending facility located at 3800 University Boulevard, Ames, Iowa 50010;

(iii) approximately $2,000,000 for general corporate purposes, including working capital; and

(iv) approximately $750,000 for estimated transaction fees and expenses incurred in connection with the offering and sale of the Notes.

(q) Pro Forma Leverage. After giving pro forma effect to the issuance of the Notes and the application of the net proceeds thereof as described in Section 3(p) hereof, the Company's pro forma total leverage ratio would be approximately 1.09× (calculated as $30,000,000 of Notes outstanding divided by fiscal year 2021 EBITDA of $27,600,000, with the drawn balance on the Existing Credit Facility reduced to zero). The Company acknowledges that the pro forma leverage calculation does not give effect to any future borrowings under the Existing Credit Facility (which will remain available for future draws following the repayment of the outstanding balance) or any other indebtedness that may be incurred after the Closing Date.

SECTION 4. COMPENSATION OF THE INITIAL PURCHASER

(a) Placement Fee. In consideration of the Initial Purchaser's agreement to purchase the Notes and its services in connection with the offering and resale thereof, the Company shall pay to the Initial Purchaser a placement fee (the "Placement Fee") equal to 2.50% of the aggregate principal amount of Notes sold by the Company to the Initial Purchaser pursuant to this Agreement. Based on the $30,000,000 aggregate principal amount of Notes to be sold hereunder, the Placement Fee shall be $750,000 (calculated as $30,000,000 × 2.50%). The Placement Fee shall be payable on the Closing Date by deduction from the purchase price otherwise payable by the Initial Purchaser to the Company for the Notes, such that the net amount remitted by the Initial Purchaser to the Company on the Closing Date shall equal the purchase price set forth in the Pricing Supplement less $750,000.

(b) Fee Contingent on Closing. The Placement Fee described in Section 4(a) shall be earned by the Initial Purchaser only upon the consummation of the sale of the Notes on the Closing Date. If the offering of the Notes is terminated prior to the Closing Date for any reason, whether pursuant to Section 9 hereof or otherwise, no Placement Fee shall be payable by the Company to the Initial Purchaser. For the avoidance of doubt, the Placement Fee is separate from and in addition to the expense reimbursement obligations of the Company set forth in Section 7 hereof.

SECTION 5. COVENANTS OF THE COMPANY

The Company covenants and agrees with the Initial Purchaser as follows:

(a) Offering Memorandum Delivery. The Company shall furnish to the Initial Purchaser, without charge, as many copies of the Preliminary Offering Memorandum and the Final Offering Memorandum (and any amendments or supplements thereto) as the Initial Purchaser may reasonably request for the purposes contemplated by this Agreement. The Preliminary Offering Memorandum dated June 1, 2022 has been prepared by the Company and was distributed to potential QIB investors through the Initial Purchaser. The Company shall prepare and deliver to the Initial Purchaser the Final Offering Memorandum not later than two Business Days prior to the Closing Date (or such shorter period as the parties may agree), and shall furnish such number of copies thereof as the Initial Purchaser shall reasonably request.

(b) Amendments to Offering Memorandum. If, at any time prior to the completion of the resale of the Notes by the Initial Purchaser (and in any event through the Closing Date), any event shall occur or condition shall exist as a result of which it becomes necessary to amend or supplement the Offering Memorandum in order that the Offering Memorandum, as so amended or supplemented, will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at such time, not misleading, the Company shall (i) promptly notify the Initial Purchaser of such event or condition and (ii) promptly prepare and furnish to the Initial Purchaser, at the Company's expense, such amendments or supplements to the Offering Memorandum as may be necessary so that the statements in the Offering Memorandum, as so amended or supplemented, will not, in light of the circumstances existing at the time of delivery to prospective investors, be misleading.

(c) Blue Sky. The Company shall cooperate with the Initial Purchaser and Initial Purchaser's Counsel in qualifying or registering the Notes for offer and sale, or obtaining exemptions from qualification or registration, under the applicable securities or "blue sky" laws of such jurisdictions as the Initial Purchaser may reasonably designate, and shall use commercially reasonable efforts to maintain any such qualifications, registrations, or exemptions in effect for as long as may be required for the distribution and resale of the Notes; provided, however, that the Company shall not be required to (i) qualify generally to do business in any jurisdiction where it is not then so qualified, (ii) take any action that would subject it to general service of process in suits, other than those related to the offering, in any jurisdiction where it is not then so subject, or (iii) subject itself to taxation in any jurisdiction where it is not then so subject.

(d) Use of Proceeds. The Company shall apply the net proceeds from the offering and sale of the Notes as described in Section 3(p) hereof and in the Offering Memorandum, and shall not use any portion of such proceeds in any manner that would cause the offering or issuance of the Notes to violate Regulation T, Regulation U, or Regulation X of the Board of Governors of the Federal Reserve System.

(e) DTC Eligibility. The Company shall use commercially reasonable efforts to cooperate with the Trustee and DTC to ensure that the Notes are eligible for clearance and settlement through the facilities of DTC in book-entry form, and shall take all such actions as may be necessary or desirable to effect such eligibility, including the assignment and reservation of CUSIP number 39572L AA 3 and ISIN US39572LAA35 for the Notes.

(f) Registration Rights. On the Closing Date, the Company shall execute and deliver the Registration Rights Agreement, substantially in the form attached hereto as Exhibit C, pursuant to which the Company shall obligate itself to: (i) file with the Securities and Exchange Commission (the "SEC") an exchange offer registration statement on Form S-1 or such other appropriate form under the Securities Act (or, if the Company becomes eligible, Form S-4) within 180 days after the date of issuance of the Notes, covering the exchange of the Notes for a new issue of substantially identical notes registered under the Securities Act; and (ii) use commercially reasonable efforts to cause such registration statement to become effective and consummate the exchange offer within 270 days after the date of issuance of the Notes. In the event the Company fails to comply with the foregoing registration obligations within the applicable time periods, additional interest shall accrue on the Notes at a rate of 0.25% per annum for the first 90-day period following such failure and at a rate of 0.50% per annum for each subsequent 90-day period (or portion thereof), up to a maximum additional interest rate of 1.00% per annum, in each case as more fully set forth in the Registration Rights Agreement.

(g) No Integration. The Company shall not, and shall use commercially reasonable efforts to ensure that no affiliate of the Company shall, sell, offer for sale, solicit offers to buy, or otherwise negotiate in respect of any security (as defined in the Securities Act) that would be integrated with the sale of the Notes in a manner that would require the registration of the Notes under the Securities Act or the qualification of the Indenture under the Trust Indenture Act of 1939, as amended.

(h) Ratings. The Company shall use commercially reasonable efforts to maintain the indicative credit assessment of B+ with a stable communicated by Pinnacle Ratings Group, Inc. on or about March 30, 2022, and shall cooperate with the Initial Purchaser and Pinnacle in connection with obtaining a formal published credit rating on the Notes on or before the Closing Date. The Company shall promptly notify the Initial Purchaser of any change in or withdrawal of such rating or any notice from Pinnacle that such rating is under review for possible downgrade.

SECTION 6. CONDITIONS TO CLOSING

(a) Conditions to the Initial Purchaser's Obligations. The obligation of the Initial Purchaser to purchase the Notes on the Closing Date is subject to the satisfaction (or waiver in writing by the Initial Purchaser) of each of the following conditions precedent:

(i) Pricing Supplement. The Company and the Initial Purchaser shall have duly executed and delivered the Pricing Supplement, setting forth the coupon rate, offering price, settlement date, and any other applicable pricing terms for the Notes.

(ii) Execution of Indenture. The Indenture shall have been duly executed and delivered by each of the Company and Heartland Trust Company, National Association, as Trustee, and shall be in full force and effect.

(iii) Execution of Registration Rights Agreement. The Registration Rights Agreement shall have been duly executed and delivered by the Company, substantially in the form attached hereto as Exhibit C.

(iv) Legal Opinions.

(A) Opinion of Issuer's Counsel. Calderwood & Harkness LLP shall have delivered to the Initial Purchaser its written legal opinion, dated the Closing Date and addressed to the Initial Purchaser, in form and substance reasonably satisfactory to the Initial Purchaser and Initial Purchaser's Counsel, covering, among other matters: (1) the due organization, valid existence, and good standing of the Company under the laws of the State of Iowa; (2) the due authorization, execution, and delivery by the Company of this Agreement, the Indenture, the Notes, and the Registration Rights Agreement; (3) the valid issuance of the Notes and the enforceability thereof against the Company in accordance with their terms (subject to customary exceptions and qualifications); (4) the enforceability of the Indenture and the Registration Rights Agreement against the Company in accordance with their respective terms (subject to customary exceptions and qualifications); (5) the exemption of the offer and sale of the Notes from registration under the Securities Act pursuant to Section 4(a)(2) thereof and Rule 144A thereunder; and (6) the fact that the Company is not required to register as an "investment company" under the Investment Company Act of 1940, as amended.

(B) Opinion of Initial Purchaser's Counsel. Pryor, Glendenning & Haas LLP shall have delivered to the Initial Purchaser its written legal opinion, dated the Closing Date and addressed to the Initial Purchaser, covering such customary matters as the Initial Purchaser may reasonably request.

(v) 10b-5 Disclosure Letter. Calderwood & Harkness LLP shall have delivered to the Initial Purchaser a negative assurance letter (commonly referred to as a "10b-5 letter"), dated the Closing Date and addressed to the Initial Purchaser, stating that, on the basis of such firm's participation in the preparation of the Final Offering Memorandum and without independent verification, nothing has come to such firm's attention that causes it to believe that the Final Offering Memorandum (other than the financial statements, financial data, and other financial, statistical, or accounting information contained therein, as to which such firm expresses no view) contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

(vi) Comfort Letter. Clarendon Harris & Co. LLP shall have delivered to the Initial Purchaser a comfort letter, dated the Closing Date and addressed to the Initial Purchaser, in form and substance customary for comfort letters delivered in connection with offerings of securities of the type contemplated hereby, containing statements and information of the type ordinarily included in accountants' comfort letters with respect to the financial statements, financial data, and other financial, statistical, and accounting information contained in the Offering Memorandum.

(vii) Officer's Certificate. Douglas Evanston, General Counsel & Corporate Secretary of the Company, shall have delivered to the Initial Purchaser a certificate, dated the Closing Date and signed by Mr. Evanston in his capacity as General Counsel & Corporate Secretary of the Company: (A) certifying, and attaching certified copies of, the resolutions duly adopted by the board of managers of the Company authorizing the execution, delivery, and performance of the Transaction Documents and the consummation of the transactions contemplated thereby; (B) certifying the incumbency and specimen signatures of each of Marcus J. Reinhart (Chief Executive Officer), Linda Shao-Perkins (Chief Financial Officer), and Douglas Evanston (General Counsel & Corporate Secretary); (C) attaching certified copies of the Company's certificate of organization and operating agreement, each as currently in effect; and (D) attaching a certificate of good standing for the Company issued by the Iowa Secretary of State (File No. 723841), dated not more than five Business Days prior to the Closing Date, substantially in the form attached hereto as Exhibit B.

(viii) Trustee's Acceptance. Heartland Trust Company, National Association, shall have accepted its appointment as Trustee, Registrar, Transfer Agent, and Paying Agent under the Indenture, and shall have delivered to the Initial Purchaser written confirmation of such acceptance. The primary contact for the Trustee's corporate trust department is Gregory Arndt, Vice President, Corporate Trust, at the Trustee's offices at 100 South Wacker Drive, Suite 2600, Chicago, Illinois 60606.

(ix) DTC Eligibility. The Notes shall have been accepted for clearance and settlement through the facilities of DTC and shall be eligible for book-entry delivery through DTC.

(x) No Material Adverse Change. Since the date of this Agreement, there shall not have occurred any material adverse change in the business, properties, financial condition, or results of operations of the Company, and no event shall have occurred or condition shall exist that would reasonably be expected to give rise to a Material Adverse Effect.

(xi) Representations True. The representations and warranties of the Company set forth in Section 3 hereof shall be true and correct in all material respects as of the Closing Date with the same force and effect as though made on and as of the Closing Date (except to the extent that any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct in all material respects as of such earlier date).

(xii) No Legal Impediment. No order, injunction, judgment, decree, or ruling of any court, governmental authority, or arbitrator shall be in effect that would prevent, restrain, or materially restrict the consummation of the transactions contemplated by this Agreement or the other Transaction Documents, and no proceeding shall be pending or threatened that seeks any such order, injunction, judgment, decree, or ruling.

(xiii) Additional Documents. The Company shall have delivered to the Initial Purchaser such other documents, certificates, instruments, and opinions as the Initial Purchaser or Initial Purchaser's Counsel may reasonably request in connection with the transactions contemplated hereby, in form and substance reasonably satisfactory to the Initial Purchaser and Initial Purchaser's Counsel.

(b) Conditions to the Company's Obligations. The obligation of the Company to issue and sell the Notes on the Closing Date is subject to the satisfaction (or waiver in writing by the Company) of each of the following conditions precedent: (i) the execution and delivery of the Pricing Supplement by the Initial Purchaser; and (ii) the satisfaction (or waiver by the Company) of the conditions set forth in Section 6(a)(i) through Section 6(a)(xii) hereof, to the extent applicable to the Initial Purchaser.

SECTION 7. EXPENSES

(a) Company Expenses. Whether or not the offering of the Notes is consummated or this Agreement is terminated for any reason, the Company shall bear and pay all costs and expenses incident to the performance of the Company's obligations under this Agreement and in connection with the transactions contemplated hereby, including, without limitation:

(i) all fees and expenses of Issuer's Counsel, Calderwood & Harkness LLP, in connection with the preparation, negotiation, and execution of the Transaction Documents and the rendering of the legal opinions and negative assurance letter contemplated by Section 6(a)(iv) and Section 6(a)(v) hereof, estimated at approximately $385,000;

(ii) all fees and expenses of the Trustee, Heartland Trust Company, National Association, and the Trustee's counsel, Brantley & Whitford LLP, in connection with the preparation, negotiation, and execution of the Indenture and the acceptance by the Trustee of its appointment thereunder, with the Trustee's acceptance fee estimated at approximately $15,000;

(iii) all fees and expenses of Pinnacle Ratings Group, Inc. in connection with the indicative credit assessment and any formal published rating on the Notes, estimated at approximately $75,000;

(iv) all printing, reproduction, and distribution costs related to the Preliminary Offering Memorandum, the Final Offering Memorandum, and any supplements or amendments thereto, and all costs related to EDGAR filings or other regulatory filings, estimated at approximately $22,000; and

(v) all miscellaneous costs and expenses incurred by the Company in connection with the transactions contemplated hereby, including, without limitation, DTC eligibility and acceptance fees, CUSIP reservation fees, filing fees, and similar charges, estimated at approximately $18,000.

(b) Reimbursement of Initial Purchaser's Expenses. Whether or not the offering of the Notes is consummated or this Agreement is terminated for any reason, the Company shall reimburse the Initial Purchaser for the following costs and expenses:

(i) all fees and disbursements of Initial Purchaser's Counsel, Pryor, Glendenning & Haas LLP, incurred in connection with the transactions contemplated by this Agreement, including the review and negotiation of the Transaction Documents, subject to a cap of $225,000, unless a higher amount is approved in writing by the Company (estimated actual fees incurred as of the date hereof: approximately $210,000); and

(ii) all reasonable out-of-pocket expenses incurred by the Initial Purchaser in connection with the offering and sale of the Notes, including travel, printing, due diligence, and similar expenses, subject to a cap of $50,000.

All invoices for reimbursable expenses shall be submitted by the Initial Purchaser to the Company within 30 days following the Closing Date or, if the offering is terminated prior to the Closing Date, within 30 days following the date of termination. The Company shall pay all properly documented invoices within 30 days of receipt thereof.

For informational purposes, the total estimated transaction expenses payable by the Company (inclusive of all categories described in this Section 7) are approximately $725,000, calculated as follows: $385,000 (Issuer's Counsel) + $210,000 (Initial Purchaser's Counsel, estimated actual) + $15,000 (Trustee) + $75,000 (rating agency) + $22,000 (printing and EDGAR) + $18,000 (miscellaneous) = $725,000.

(c) Placement Fee. For the avoidance of doubt, the Placement Fee described in Section 4 hereof is separate from and in addition to the expense reimbursement obligations of the Company set forth in this Section 7 and shall be payable only upon consummation of the offering of the Notes on the Closing Date in accordance with the terms set forth in Section 4.

SECTION 8. INDEMNIFICATION AND CONTRIBUTION

(a) Indemnification by the Company. The Company agrees to indemnify and hold harmless the Initial Purchaser, each director, officer, employee, and agent of the Initial Purchaser, and each person, if any, who controls the Initial Purchaser within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, an "Initial Purchaser Indemnified Person"), from and against any and all losses, claims, damages, liabilities, and expenses (including, without limitation, reasonable and documented attorneys' fees and expenses, and reasonable costs of investigation), joint or several, to which any such Initial Purchaser Indemnified Person may become subject under the Securities Act, the Exchange Act, or any other federal or state statutory law or regulation, or at common law or otherwise, insofar as such losses, claims, damages, liabilities, or expenses (or actions, suits, or proceedings in respect thereof) arise out of or are based upon:

(i) any untrue statement or alleged untrue statement of a material fact contained in the Preliminary Offering Memorandum, the Final Offering Memorandum, or any amendment or supplement thereto, or any omission or alleged omission to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; or

(ii) any breach by the Company of any representation, warranty, covenant, or agreement contained in this Agreement or in any certificate, instrument, or document delivered by the Company pursuant hereto.

Notwithstanding the foregoing, the Company shall not be liable under this Section 8(a) to the extent that any such loss, claim, damage, liability, or expense arises out of or is based upon any untrue statement or alleged untrue statement or omission or alleged omission made in the Offering Memorandum in reliance upon and in conformity with written information furnished to the Company by or on behalf of the Initial Purchaser specifically for use therein; such information being limited to the information described in the third paragraph under the heading "Plan of Distribution" in the Offering Memorandum.

(b) Indemnification by the Initial Purchaser. The Initial Purchaser agrees to indemnify and hold harmless the Company, each manager, officer, and employee of the Company, and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, a "Company Indemnified Person"), from and against any and all losses, claims, damages, liabilities, and expenses (including, without limitation, reasonable and documented attorneys' fees and expenses, and reasonable costs of investigation), joint or several, to which any such Company Indemnified Person may become subject under the Securities Act, the Exchange Act, or any other federal or state statutory law or regulation, or at common law or otherwise, insofar as such losses, claims, damages, liabilities, or expenses (or actions, suits, or proceedings in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Offering Memorandum or any amendment or supplement thereto, or any omission or alleged omission to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by or on behalf of the Initial Purchaser specifically for use therein.

(c) Procedures. Promptly after receipt by any indemnified person under this Section 8 of notice of the commencement of any action, suit, or proceeding, such indemnified person shall, if a claim in respect thereof is to be made against the indemnifying party under this Section 8, promptly notify the indemnifying party in writing of the commencement thereof; provided, however, that the failure to so notify the indemnifying party shall not relieve the indemnifying party of any liability that it may have to such indemnified person under this Section 8 or otherwise, except to the extent that the indemnifying party has been materially prejudiced by such failure. In case any such action is brought against any indemnified person and it notifies the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it may wish, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified person; provided, however, that if the defendants in any such action include both the indemnified person and the indemnifying party and the indemnified person shall have reasonably concluded that there may be legal defenses available to it that are different from or additional to those available to the indemnifying party, the indemnified person shall have the right to select separate counsel to participate in the defense of such action on behalf of such indemnified person at the expense of the indemnifying party. No indemnifying party shall, without the prior written consent of the indemnified party (which consent shall not be unreasonably withheld, conditioned, or delayed), effect any settlement of any pending or threatened action, suit, or proceeding in respect of which any indemnified person is or could have been a party and indemnity could have been sought hereunder by such indemnified person, unless such settlement (i) includes an unconditional release of such indemnified person from all liability on claims that are the subject matter of such action, suit, or proceeding and (ii) does not include a statement as to or an admission of fault, culpability, or a failure to act by or on behalf of any indemnified person.

(d) Contribution. If the indemnification provided for in this Section 8 is unavailable to or insufficient to hold harmless an indemnified person under Section 8(a) or Section 8(b) hereof in respect of any losses, claims, damages, liabilities, or expenses referred to therein, then each indemnifying party shall contribute to the amount paid or payable by such indemnified person as a result of such losses, claims, damages, liabilities, or expenses in such proportion as is appropriate to reflect the relative fault of the Company on the one hand and the Initial Purchaser on the other in connection with the statements, omissions, or other conduct that resulted in such losses, claims, damages, liabilities, or expenses, as well as any other relevant equitable considerations. The relative fault of the Company and the Initial Purchaser shall be determined by reference to, among other things, whether any such untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by the Company or by the Initial Purchaser, and the parties' relative intent, knowledge, access to information, and opportunity to correct or prevent such statement or omission. The amount paid or payable by a party as a result of the losses, claims, damages, liabilities, and expenses referred to above shall be deemed to include any legal or other fees or expenses reasonably incurred by such party in connection with investigating or defending any action, suit, or proceeding. Notwithstanding the foregoing, the Initial Purchaser's share of contribution under this Section 8(d) shall not exceed the amount of the Placement Fee actually received by the Initial Purchaser (if any) in connection with the offering of the Notes. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Company and the Initial Purchaser agree that it would not be just and equitable if contribution pursuant to this Section 8(d) were determined by pro rata allocation or by any other method of allocation that does not take account of the equitable considerations referred to in this paragraph.

(e) Survival. The indemnification and contribution obligations of the Company and the Initial Purchaser under this Section 8 shall remain operative and in full force and effect regardless of (i) any termination of this Agreement, (ii) any investigation made by or on behalf of the Initial Purchaser, any controlling person, or the Company, and (iii) the issuance, sale, and delivery of the Notes. The provisions of this Section 8 shall survive the Closing Date and any termination of this Agreement.

SECTION 9. TERMINATION

(a) Termination by Mutual Consent. This Agreement may be terminated at any time prior to the Closing Date by the mutual written consent of the Company and the Initial Purchaser. Any such termination shall be without liability of either party to the other except as provided in Section 9(d) hereof.

(b) Termination by the Initial Purchaser (Market Out). The Initial Purchaser may terminate this Agreement at any time prior to the Closing Date by written notice to the Company if any of the following events or conditions shall have occurred or exist:

(i) there shall have occurred any material adverse change in the financial markets of the United States or internationally, including, without limitation, any change in the U.S. high-yield bond market or credit markets generally, that, in the reasonable judgment of the Initial Purchaser, makes the marketing, offering, or sale of the Notes on the terms contemplated by this Agreement and the Offering Memorandum impracticable or inadvisable;

(ii) there shall have occurred any downgrade in, or withdrawal of, any credit rating or indicative credit assessment assigned to the Notes or any other securities or obligations of the Company by any nationally recognized statistical rating organization (including Pinnacle Ratings Group, Inc.), or any public announcement by any such organization that any such rating or assessment is under surveillance or review for possible downgrade or withdrawal;

(iii) trading in securities generally on the New York Stock Exchange or the Nasdaq Stock Market shall have been suspended or materially limited, or minimum or maximum prices shall have been generally established on any such exchange or market by the SEC, by either such exchange, or by any other regulatory body or governmental authority having jurisdiction;

(iv) a banking moratorium shall have been declared by federal or New York state authorities;

(v) there shall have occurred any attack on, outbreak or escalation of hostilities or act of terrorism involving the United States, or any declaration of war by the Congress of the United States, or any other national or international calamity, crisis, or emergency, if the effect of any such event, in the reasonable judgment of the Initial Purchaser, makes the marketing, offering, or sale of the Notes impracticable or inadvisable; or

(vi) there shall have been any material adverse change in the business, properties, financial condition, or results of operations of the Company since the date of this Agreement.

(c) Termination by the Company. The Company may terminate this Agreement at any time prior to the Closing Date by written notice to the Initial Purchaser if any condition to the Company's obligations set forth in Section 6(b) hereof shall not have been satisfied or waived on or before the date that is five Business Days after the anticipated Closing Date, or if the Initial Purchaser shall have breached any material representation, warranty, or covenant contained in this Agreement.

(d) Effect of Termination. Upon any termination of this Agreement pursuant to this Section 9:

(i) The obligations of the Initial Purchaser to purchase the Notes shall immediately and automatically terminate, and no Placement Fee shall be payable by the Company to the Initial Purchaser under Section 4 hereof.

(ii) The Company's obligations under Section 7 (Expenses), Section 8 (Indemnification and Contribution), and Section 12 (Governing Law; Jurisdiction; Waiver of Jury Trial) shall survive any such termination and shall remain in full force and effect in accordance with their terms.

(iii) Except as expressly provided in the surviving provisions identified in clause (ii) above, neither party shall have any further liability or obligation to the other party hereunder.

(iv) The Pricing Supplement, if not theretofore executed and delivered by both

PURCHASE AGREEMENT
$30,000,000 Aggregate Principal Amount
Senior Unsecured Notes due June 30, 2027
June 20, 2022
This PURCHASE AGREEMENT (this "Agreement") is entered into as of June 20, 2022, by and between Greenfield Agricultural Partners LLC, an Iowa limited liability company (the "Issuer" or the "Company"), and Ridgeline Securities LLC, a Delaware limited liability company (the "Initial Purchaser").
RECITALS
WHEREAS, the Company proposes to issue and sell to the Initial Purchaser $30,000,000 aggregate principal amount of its Senior Unsecured Notes due 2027 (the "Notes"), bearing interest at a coupon rate to be set forth in the Pricing Supplement (as defined herein);
WHEREAS, the Notes will be issued pursuant to an indenture (the "Indenture") to be dated as of the Closing Date (as defined herein), 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");
WHEREAS, the Notes will be offered and sold without registration under the Securities Act of 1933, as amended (the "Securities Act"), to qualified institutional buyers ("QIBs") in reliance on Rule 144A under the Securities Act ("Rule 144A"), and will not be registered under the Securities Act or qualified under any state securities or "blue sky" laws;
WHEREAS, the Company has prepared a preliminary offering memorandum dated June 1, 2022 (the "Preliminary Offering Memorandum"), describing the Notes, the terms of the offering, and the Company's business, financial condition, and results of operations, and has furnished copies thereof to the Initial Purchaser for distribution to prospective QIB investors;
WHEREAS, a final offering memorandum (the "Final Offering Memorandum") will be prepared and delivered to the Initial Purchaser prior to or on the Closing Date, and references herein to the "Offering Memorandum" shall include both the Preliminary Offering Memorandum and the Final Offering Memorandum, together with any supplements or amendments thereto, as the context may require; and
WHEREAS, the Company and the Initial Purchaser wish to set forth the terms upon which the Initial Purchaser will purchase the Notes from the Company for resale to QIBs in transactions exempt from registration under the Securities Act in reliance on Rule 144A.
NOW, THEREFORE, in consideration of the foregoing recitals and the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
SECTION 1. DEFINITIONS
As used in this Agreement, the following terms shall have the meanings set forth below. Capitalized terms used but not defined in this Section 1 shall have the meanings ascribed to them elsewhere in this Agreement.
"Ames Facility" means the proposed adjuvant blending facility to be constructed and equipped by the Company at 3800 University Boulevard, Ames, Iowa 50010, as more fully described in the Offering Memorandum.
"Business Day" means any day other than a Saturday, Sunday, or any day on which banking institutions in New York, New York or Des Moines, Iowa are authorized or required by law, regulation, or executive order to close.
"Clarendon Harris" means Clarendon Harris & Co. LLP, the Company's independent registered public accounting firm, with offices at 801 Grand Avenue, Suite 1200, Des Moines, Iowa 50309.
"Closing Date" means the date on which the Notes are delivered to the Initial Purchaser against payment of the purchase price therefor in accordance with Section 2(d) hereof, which date is anticipated to be June 30, 2022, or such other date as shall be mutually agreed upon in writing by the Company and the Initial Purchaser, subject to the provisions of Section 9 hereof.
"Company" means Greenfield Agricultural Partners LLC, an Iowa limited liability company, Iowa Secretary of State File No. 723841, Employer Identification Number 47-3918206, with its principal executive offices located at 1420 Prairie Ridge Boulevard, Suite 300, Des Moines, Iowa 50309.
"CUSIP" means 39572L AA 3, which has been reserved for the Notes by the CUSIP Global Services bureau.
"Existing Credit Facility" means the $40,000,000 senior secured revolving credit facility, dated as of the date set forth therein, among the Company, as borrower, and Meridian Commercial Bank, N.A., as administrative agent and lender, which had a drawn balance of $18,000,000 as of March 31, 2022, bears interest at a rate equal to the Secured Overnight Financing Rate ("SOFR") plus 325 basis points per annum, and matures on August 15, 2024, as more fully described in Schedule 3 hereto.
"Exchange Act" means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.
"Indenture" means the indenture to be entered into between the Company and the Trustee on or as of the Closing Date governing the issuance, terms, and administration of the Notes, substantially in the form most recently circulated among the parties.
"Initial Purchaser" means Ridgeline Securities LLC, a Delaware limited liability company and member in good standing of the Financial Industry Regulatory Authority, Inc. ("FINRA"), with its principal offices located at 399 Park Avenue South, 22nd Floor, New York, New York 10016.
"Initial Purchaser's Counsel" means Pryor, Glendenning & Haas LLP, with offices at 51 West 52nd Street, 40th Floor, New York, New York 10019.
"ISIN" means US39572LAA35, the International Securities Identification Number reserved for the Notes.
"Issuer's Counsel" means Calderwood & Harkness LLP, with offices at 600 Lexington Avenue, New York, New York 10022.
"Meridian" means Meridian Commercial Bank, N.A., a national banking association organized under the laws of the United States, with offices at 225 West Washington Street, Suite 3000, Chicago, Illinois 60606, acting in its capacity as administrative agent and lender under the Existing Credit Facility.
"Notes" means the $30,000,000 aggregate principal amount of the Company's Senior Unsecured Notes due June 30, 2027, to be issued under the Indenture.
"Pinnacle" means Pinnacle Ratings Group, Inc., a nationally recognized statistical rating organization, with offices at 1185 Avenue of the Americas, 30th Floor, New York, New York 10036.
"Pricing Supplement" means the supplement to this Agreement, substantially in the form attached hereto as Exhibit A, setting forth the coupon rate, offering price, settlement date, and such other pricing terms as the parties shall agree upon, to be executed and delivered by both parties on or prior to the Closing Date in accordance with Section 2(c) hereof.
"Registration Rights Agreement" means the registration rights agreement to be entered into on the Closing Date by the Company for the benefit of holders of the Notes, substantially in the form attached hereto as Exhibit C, obligating the Company to file an exchange offer registration statement with the Securities and Exchange Commission within 180 days of the issuance date of the Notes and to consummate the exchange offer within 270 days of such issuance date, with provisions for the accrual of additional interest in the event of noncompliance.
"Rule 144A" means Rule 144A under the Securities Act.
"Securities Act" means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.
"Tallgrass" means Tallgrass Capital Holdings LP, a Delaware limited partnership, the majority owner of the Company, holding 68.2% of the outstanding membership interests of the Company as of the date hereof.
"Transaction Documents" means, collectively, this Agreement, the Pricing Supplement, the Indenture, the Notes, and the Registration Rights Agreement.
"Trustee" means Heartland Trust Company, National Association, a national banking association organized under the laws of the United States, with corporate trust offices located at 100 South Wacker Drive, Suite 2600, Chicago, Illinois 60606.
SECTION 2. PURCHASE AND RESALE OF THE NOTES
(a) Agreement to Purchase. Subject to the terms and conditions herein set forth and as set forth in the Pricing Supplement (when executed and delivered), the Company agrees to issue and sell to the Initial Purchaser, and the Initial Purchaser agrees to purchase from the Company, $30,000,000 aggregate principal amount of Notes. The purchase price for the Notes shall be as set forth in the Pricing Supplement and shall be payable in immediately available funds on the Closing Date, net of the placement fee described in Section 4(a) hereof. The Notes shall be issued under and governed by the Indenture.
(b) Resale by Initial Purchaser. The Initial Purchaser proposes to offer and resell the Notes to persons whom the Initial Purchaser reasonably believes to be QIBs within the meaning of Rule 144A, in reliance on the exemption from registration provided by Rule 144A. The Initial Purchaser shall not offer or sell the Notes except to persons it reasonably believes to be QIBs within the meaning of Rule 144A, purchasing for their own account or for the account of one or more QIBs. The Initial Purchaser acknowledges that the Notes have not been and will not be registered under the Securities Act and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the Securities Act) except in accordance with Rule 144A or another applicable exemption from the registration requirements of the Securities Act. The Company acknowledges and agrees that the Initial Purchaser is not acting as agent of the Company in connection with the offer and sale of the Notes; the transaction contemplated hereby is a firm commitment purchase and resale by the Initial Purchaser as principal and not an agency transaction.
(c) Pricing Supplement. The parties shall execute and deliver a Pricing Supplement on or before the Closing Date setting forth the coupon rate for the Notes, the offering price to QIB investors, the settlement date, and any other pricing terms as the parties may agree upon. Until such time as the Pricing Supplement has been duly executed and delivered by both the Company and the Initial Purchaser, the obligations of the Initial Purchaser to purchase the Notes hereunder shall not be binding, provided, however, that the obligations of the parties set forth in Sections 4, 7, 8, and 9 of this Agreement shall be effective from and after the date of this Agreement regardless of whether the Pricing Supplement has been executed. For informational purposes, the parties acknowledge the following progression of pricing discussions: (i) initial price talk was communicated by the Initial Purchaser to prospective investors on or about March 15, 2022, indicating an anticipated coupon range of 8.750% to 9.250% per annum; and (ii) revised price talk was communicated by the Initial Purchaser to prospective investors on or about June 10, 2022, indicating a revised coupon range of 9.500% to 10.000% per annum, reflecting changes in prevailing market conditions and investor feedback during the intervening period.
(d) Delivery and Payment. On the Closing Date, the Company shall deliver or cause to be delivered to the Initial Purchaser the Notes in global form, registered in the name of Cede & Co. as nominee of The Depository Trust Company ("DTC"), through the facilities of DTC, against payment by the Initial Purchaser of the purchase price (as set forth in the Pricing Supplement) in immediately available funds by wire transfer to an account designated in writing by the Company not fewer than two Business Days prior to the Closing Date. The closing of the purchase and sale of the Notes (the "Closing") is anticipated to occur at the offices of Calderwood & Harkness LLP, 600 Lexington Avenue, New York, New York 10022, at 10:00 a.m. (New York City time) on the Closing Date, or at such other time and place as the parties may mutually agree.
SECTION 3. REPRESENTATIONS AND WARRANTIES OF THE COMPANY
The Company hereby represents and warrants to the Initial Purchaser as of the date hereof and as of the Closing Date (except where a representation or warranty speaks as of a specific date, in which case it shall be made as of such date) as follows:
(a) Organization and Good Standing. The Company is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Iowa. The Company was formed by the filing of its certificate of organization with the Iowa Secretary of State, where it is assigned File No. 723841. The Company's registered agent for service of process in the State of Iowa is Capitol Filings, Inc., 400 E. Grand Avenue, Des Moines, Iowa 50309. The Company has full limited liability company power and authority to own, lease, and operate its properties, to conduct its business as presently conducted and as described in the Offering Memorandum, and to execute, deliver, and perform its obligations under this Agreement, the Indenture, the Notes, and the Registration Rights Agreement (collectively with this Agreement, the "Transaction Documents"). The Company is duly qualified or licensed to do business and is in good standing in each jurisdiction in which the nature of its business or the ownership, leasing, or operation of its properties makes such qualification or licensing necessary, except where the failure to be so qualified or licensed 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 (a "Material Adverse Effect").
(b) Authorization. The execution, delivery, and performance by the Company of each of the Transaction Documents and the consummation of the transactions contemplated thereby, including the issuance and sale of the Notes, have been duly authorized by all necessary limited liability company action on the part of the Company, including the approval of the Company's board of managers. No further consent, approval, authorization, or order of, or filing or registration with, any person (including any member or manager of the Company) or any court or governmental agency or body having jurisdiction over the Company or any of its properties or assets is required for the execution, delivery, and performance by the Company of the Transaction Documents or the consummation of the transactions contemplated thereby, except such as may be required under state securities or "blue sky" laws in connection with the purchase and resale of the Notes by the Initial Purchaser (as to which no representation is made). Each of the Transaction Documents has been, or will be on or prior to the Closing Date, duly executed and delivered by the Company, and, when so executed and delivered (assuming the due authorization, execution, and delivery by each other party thereto), will constitute a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, and similar laws affecting creditors' rights and remedies generally and to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity). The board of managers of the Company has, in connection with its authorization of the transactions contemplated hereby, authorized a maximum coupon rate on the Notes of 10.250% per annum.
(c) No Conflicts. The execution, delivery, and performance by the Company of the Transaction Documents and the consummation of the transactions contemplated thereby, including the issuance and sale of the Notes, do not and will not (i) violate, conflict with, or result in a breach of any provision of the Company's certificate of organization or operating agreement, each as currently in effect; (ii) violate, conflict with, or result in a breach of, or constitute a default (or an event which, with the giving of notice or lapse of time, or both, would constitute a default) under, or result in the creation or imposition of any lien, charge, or encumbrance upon any properties or assets of the Company pursuant to, any material agreement, indenture, mortgage, deed of trust, loan agreement, lease, license, or other instrument to which the Company is a party or by which the Company or any of its properties or assets is bound, including the Existing Credit Facility with Meridian Commercial Bank, N.A.; or (iii) violate any applicable law, rule, regulation, judgment, order, injunction, or decree of any court or governmental authority having jurisdiction over the Company or any of its properties or assets.
(d) Offering Memorandum. The Preliminary Offering Memorandum dated June 1, 2022, as of its date and as of the date hereof, does not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Final Offering Memorandum, as of its date and as of the Closing Date, will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The foregoing representations and warranties in this Section 3(d) do not apply to statements in or omissions from the Offering Memorandum made in reliance upon and in conformity with information furnished in writing to the Company by or on behalf of the Initial Purchaser specifically for inclusion therein; such information furnished by the Initial Purchaser being limited to the information described in the third paragraph under the heading "Plan of Distribution" in the Offering Memorandum.
(e) Financial Statements. The financial statements of the Company for its fiscal years ended December 31, 2019, December 31, 2020, and December 31, 2021, included or incorporated by reference in the Offering Memorandum, together with the related schedules and notes thereto, have been audited by Clarendon Harris & Co. LLP (engagement partner: Martin Okafor, CPA), in accordance with auditing standards generally accepted in the United States of America, and present fairly in all material respects the financial position of the Company as of the respective dates thereof and the results of operations, changes in members' equity, and cash flows for each of the periods then ended, in conformity with accounting principles generally accepted in the United States of America ("GAAP") applied on a consistent basis throughout the periods involved, except as otherwise stated therein. For the fiscal year ended December 31, 2021, the Company reported revenue of $189,400,000 and earnings before interest, taxes, depreciation, and amortization ("EBITDA") of $27,600,000, as presented in the Offering Memorandum, and such figures are accurate in all material respects. No other financial statements or supporting schedules are required by GAAP to be included in the Offering Memorandum. The pro forma financial data and selected financial data included in the Offering Memorandum present fairly in all material respects the information shown therein, have been compiled on a basis consistent with the audited financial statements, and have been prepared in accordance with the applicable requirements of GAAP and Regulation S-X under the Securities Act, as applicable.
(f) No Material Adverse Change. Since December 31, 2021 (the last day of the Company's most recently completed fiscal year), there has been no material adverse change in the business, properties, financial condition, or results of operations of the Company, and no event has occurred or condition exists that would reasonably be expected to give rise to a Material Adverse Effect, in each case except as set forth in or contemplated by the Offering Memorandum and the disclosure exceptions set forth on Schedule 2 hereto.
(g) Capitalization and Ownership. As of the date hereof, 68.2% of the outstanding membership interests of the Company are held by Tallgrass Capital Holdings LP, a Delaware limited partnership, and 31.8% of the outstanding membership interests are held by members of the Company's management team and legacy family interests, as more fully described in the Offering Memorandum. No options, warrants, convertible securities, or other rights to acquire membership interests in the Company are outstanding except as disclosed in the Offering Memorandum. All outstanding membership interests of the Company have been duly authorized and validly issued in accordance with the Company's operating agreement and applicable law.
(h) Compliance with Laws; Permits. The Company is, and at all times during the three-year period preceding the date hereof has been, in compliance in all material respects with all applicable federal, state, and local laws, rules, and regulations, including, without limitation, environmental laws and regulations applicable to the manufacture, storage, handling, distribution, and sale of specialty crop-protection chemicals, adjuvants, and bio-stimulants. The Company holds all material licenses, permits, authorizations, approvals, registrations, and certifications issued by federal, state, and local governmental authorities that are necessary for the conduct of its business as presently conducted and as described in the Offering Memorandum, and all such licenses, permits, authorizations, approvals, registrations, and certifications are valid and in full force and effect, except where the failure to hold or maintain any such license, permit, authorization, approval, registration, or certification would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
(i) Existing Indebtedness. The Company's existing material indebtedness as of the date hereof consists solely of the Existing Credit Facility, which is a $40,000,000 senior secured revolving credit facility with Meridian Commercial Bank, N.A. as administrative agent and lender, bearing interest at a rate equal to SOFR plus 325 basis points per annum, with a drawn balance of $18,000,000 as of March 31, 2022, maturing on August 15, 2024, and secured by a first-priority lien on substantially all assets of the Company, as more fully described in Schedule 3 hereto. Except as set forth in Schedule 3 hereto and as disclosed in the Offering Memorandum, the Company has no other material indebtedness for borrowed money.
(j) Tax Matters. The Company has timely filed (taking into account all validly obtained extensions) all material federal, state, and local tax returns required to be filed by it and has paid all material taxes due and payable by it (whether or not shown on such returns) other than taxes being contested in good faith and for which adequate reserves have been established in accordance with GAAP. The Company's Employer Identification Number is 47-3918206. There are no pending or, to the knowledge of the Company, threatened audits, examinations, or assessments by any taxing authority that would reasonably be expected to have a Material Adverse Effect.
(k) No Litigation. Except as disclosed in the Offering Memorandum and on Schedule 2 hereto, there is no pending or, to the knowledge of the Company, threatened action, suit, litigation, arbitration, investigation, or proceeding before or by any court, arbitrator, or governmental body, agency, or official that (i) relates to or affects the Company or any of its properties or assets, (ii) seeks to restrain, enjoin, prevent the consummation of, or otherwise challenge the transactions contemplated by the Transaction Documents, or (iii) would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
(l) intellectual Property. The Company owns or has valid and enforceable licenses to use all patents, patent applications, trademarks, trademark registrations and applications, service marks, trade names, copyrights, trade secrets, know-how, and other intellectual property rights (collectively, "Intellectual Property") that are necessary for or material to the conduct of the Company's business as presently conducted and as described in the Offering Memorandum. To the knowledge of the Company, the conduct of the Company's business does not infringe, misappropriate, or otherwise violate the intellectual Property rights of any third party in a manner that would reasonably be expected to have a Material Adverse Effect.
(m) No Registration Required. Assuming the accuracy of the representations and warranties of the Initial Purchaser set forth in Section 10 hereof, the offer and sale of the Notes to the Initial Purchaser and the resale of the Notes by the Initial Purchaser to QIBs in the manner contemplated by this Agreement and the Offering Memorandum are exempt from the registration requirements of the Securities Act pursuant to Section 4(a)(2) thereof and Rule 144A thereunder, and it is not necessary in connection with such offer, sale, and resale to register the Notes under the Securities Act or to qualify the Indenture under the Trust Indenture Act of 1939, as amended.
(n) No General Solicitation. Neither the Company nor any person acting on its behalf (other than the Initial Purchaser, as to whom the Company makes no representation) has engaged in any form of general solicitation or general advertising (within the meaning of Regulation D under the Securities Act) in connection with the offering of the Notes, including, without limitation, any article, notice, advertisement, or other communication published in any newspaper, magazine, or similar medium or broadcast over television or radio, or any seminar or meeting whose attendees were invited by any form of general solicitation or general advertising.
(o) Investment Company Act. The Company is not, and after giving effect to the offering and sale of the Notes and the application of the net proceeds thereof as described in Section 3(p) hereof and in the Offering Memorandum, will not be required to register as an "investment company" within the meaning of the Investment Company Act of 1940, as amended, and the rules and regulations promulgated thereunder.
(p) Use of Proceeds. The Company intends to use the net proceeds from the sale of the Notes as described in the Offering Memorandum and on Schedule 1 hereto, as follows:
(i) approximately $18,000,000 to refinance and repay in full the outstanding drawn balance on the Existing Credit Facility with Meridian Commercial Bank, N.A.;
(ii) approximately $9,250,000 for capital expenditures related to the construction and equipping of the Ames Facility, the Company's new adjuvant blending facility located at 3800 University Boulevard, Ames, Iowa 50010;
(iii) approximately $2,000,000 for general corporate purposes, including working capital; and
(iv) approximately $750,000 for estimated transaction fees and expenses incurred in connection with the offering and sale of the Notes.
(q) Pro Forma Leverage. After giving pro forma effect to the issuance of the Notes and the application of the net proceeds thereof as described in Section 3(p) hereof, the Company's pro forma total leverage ratio would be approximately 1.09× (calculated as $30,000,000 of Notes outstanding divided by fiscal year 2021 EBITDA of $27,600,000, with the drawn balance on the Existing Credit Facility reduced to zero). The Company acknowledges that the pro forma leverage calculation does not give effect to any future borrowings under the Existing Credit Facility (which will remain available for future draws following the repayment of the outstanding balance) or any other indebtedness that may be incurred after the Closing Date.
SECTION 4. COMPENSATION OF THE INITIAL PURCHASER
(a) Placement Fee. In consideration of the Initial Purchaser's agreement to purchase the Notes and its services in connection with the offering and resale thereof, the Company shall pay to the Initial Purchaser a placement fee (the "Placement Fee") equal to 2.50% of the aggregate principal amount of Notes sold by the Company to the Initial Purchaser pursuant to this Agreement. Based on the $30,000,000 aggregate principal amount of Notes to be sold hereunder, the Placement Fee shall be $750,000 (calculated as $30,000,000 × 2.50%). The Placement Fee shall be payable on the Closing Date by deduction from the purchase price otherwise payable by the Initial Purchaser to the Company for the Notes, such that the net amount remitted by the Initial Purchaser to the Company on the Closing Date shall equal the purchase price set forth in the Pricing Supplement less $750,000.
(b) Fee Contingent on Closing. The Placement Fee described in Section 4(a) shall be earned by the Initial Purchaser only upon the consummation of the sale of the Notes on the Closing Date. If the offering of the Notes is terminated prior to the Closing Date for any reason, whether pursuant to Section 9 hereof or otherwise, no Placement Fee shall be payable by the Company to the Initial Purchaser. For the avoidance of doubt, the Placement Fee is separate from and in addition to the expense reimbursement obligations of the Company set forth in Section 7 hereof.
SECTION 5. COVENANTS OF THE COMPANY
The Company covenants and agrees with the Initial Purchaser as follows:
(a) Offering Memorandum Delivery. The Company shall furnish to the Initial Purchaser, without charge, as many copies of the Preliminary Offering Memorandum and the Final Offering Memorandum (and any amendments or supplements thereto) as the Initial Purchaser may reasonably request for the purposes contemplated by this Agreement. The Preliminary Offering Memorandum dated June 1, 2022 has been prepared by the Company and was distributed to potential QIB investors through the Initial Purchaser. The Company shall prepare and deliver to the Initial Purchaser the Final Offering Memorandum not later than two Business Days prior to the Closing Date (or such shorter period as the parties may agree), and shall furnish such number of copies thereof as the Initial Purchaser shall reasonably request.
(b) Amendments to Offering Memorandum. If, at any time prior to the completion of the resale of the Notes by the Initial Purchaser (and in any event through the Closing Date), any event shall occur or condition shall exist as a result of which it becomes necessary to amend or supplement the Offering Memorandum in order that the Offering Memorandum, as so amended or supplemented, will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at such time, not misleading, the Company shall (i) promptly notify the Initial Purchaser of such event or condition and (ii) promptly prepare and furnish to the Initial Purchaser, at the Company's expense, such amendments or supplements to the Offering Memorandum as may be necessary so that the statements in the Offering Memorandum, as so amended or supplemented, will not, in light of the circumstances existing at the time of delivery to prospective investors, be misleading.
(c) Blue Sky. The Company shall cooperate with the Initial Purchaser and Initial Purchaser's Counsel in qualifying or registering the Notes for offer and sale, or obtaining exemptions from qualification or registration, under the applicable securities or "blue sky" laws of such jurisdictions as the Initial Purchaser may reasonably designate, and shall use commercially reasonable efforts to maintain any such qualifications, registrations, or exemptions in effect for as long as may be required for the distribution and resale of the Notes; provided, however, that the Company shall not be required to (i) qualify generally to do business in any jurisdiction where it is not then so qualified, (ii) take any action that would subject it to general service of process in suits, other than those related to the offering, in any jurisdiction where it is not then so subject, or (iii) subject itself to taxation in any jurisdiction where it is not then so subject.
(d) Use of Proceeds. The Company shall apply the net proceeds from the offering and sale of the Notes as described in Section 3(p) hereof and in the Offering Memorandum, and shall not use any portion of such proceeds in any manner that would cause the offering or issuance of the Notes to violate Regulation T, Regulation U, or Regulation X of the Board of Governors of the Federal Reserve System.
(e) DTC Eligibility. The Company shall use commercially reasonable efforts to cooperate with the Trustee and DTC to ensure that the Notes are eligible for clearance and settlement through the facilities of DTC in book-entry form, and shall take all such actions as may be necessary or desirable to effect such eligibility, including the assignment and reservation of CUSIP number 39572L AA 3 and ISIN US39572LAA35 for the Notes.
(f) Registration Rights. On the Closing Date, the Company shall execute and deliver the Registration Rights Agreement, substantially in the form attached hereto as Exhibit C, pursuant to which the Company shall obligate itself to: (i) file with the Securities and Exchange Commission (the "SEC") an exchange offer registration statement on Form S-1 or such other appropriate form under the Securities Act (or, if the Company becomes eligible, Form S-4) within 180 days after the date of issuance of the Notes, covering the exchange of the Notes for a new issue of substantially identical notes registered under the Securities Act; and (ii) use commercially reasonable efforts to cause such registration statement to become effective and consummate the exchange offer within 270 days after the date of issuance of the Notes. In the event the Company fails to comply with the foregoing registration obligations within the applicable time periods, additional interest shall accrue on the Notes at a rate of 0.25% per annum for the first 90-day period following such failure and at a rate of 0.50% per annum for each subsequent 90-day period (or portion thereof), up to a maximum additional interest rate of 1.00% per annum, in each case as more fully set forth in the Registration Rights Agreement.
(g) No Integration. The Company shall not, and shall use commercially reasonable efforts to ensure that no affiliate of the Company shall, sell, offer for sale, solicit offers to buy, or otherwise negotiate in respect of any security (as defined in the Securities Act) that would be integrated with the sale of the Notes in a manner that would require the registration of the Notes under the Securities Act or the qualification of the Indenture under the Trust Indenture Act of 1939, as amended.
(h) Ratings. The Company shall use commercially reasonable efforts to maintain the indicative credit assessment of B+ with a stable communicated by Pinnacle Ratings Group, Inc. on or about March 30, 2022, and shall cooperate with the Initial Purchaser and Pinnacle in connection with obtaining a formal published credit rating on the Notes on or before the Closing Date. The Company shall promptly notify the Initial Purchaser of any change in or withdrawal of such rating or any notice from Pinnacle that such rating is under review for possible downgrade.
SECTION 6. CONDITIONS TO CLOSING
(a) Conditions to the Initial Purchaser's Obligations. The obligation of the Initial Purchaser to purchase the Notes on the Closing Date is subject to the satisfaction (or waiver in writing by the Initial Purchaser) of each of the following conditions precedent:
(i) Pricing Supplement. The Company and the Initial Purchaser shall have duly executed and delivered the Pricing Supplement, setting forth the coupon rate, offering price, settlement date, and any other applicable pricing terms for the Notes.
(ii) Execution of Indenture. The Indenture shall have been duly executed and delivered by each of the Company and Heartland Trust Company, National Association, as Trustee, and shall be in full force and effect.
(iii) Execution of Registration Rights Agreement. The Registration Rights Agreement shall have been duly executed and delivered by the Company, substantially in the form attached hereto as Exhibit C.
(iv) Legal Opinions.
(A) Opinion of Issuer's Counsel. Calderwood & Harkness LLP shall have delivered to the Initial Purchaser its written legal opinion, dated the Closing Date and addressed to the Initial Purchaser, in form and substance reasonably satisfactory to the Initial Purchaser and Initial Purchaser's Counsel, covering, among other matters: (1) the due organization, valid existence, and good standing of the Company under the laws of the State of Iowa; (2) the due authorization, execution, and delivery by the Company of this Agreement, the Indenture, the Notes, and the Registration Rights Agreement; (3) the valid issuance of the Notes and the enforceability thereof against the Company in accordance with their terms (subject to customary exceptions and qualifications); (4) the enforceability of the Indenture and the Registration Rights Agreement against the Company in accordance with their respective terms (subject to customary exceptions and qualifications); (5) the exemption of the offer and sale of the Notes from registration under the Securities Act pursuant to Section 4(a)(2) thereof and Rule 144A thereunder; and (6) the fact that the Company is not required to register as an "investment company" under the Investment Company Act of 1940, as amended.
(B) Opinion of Initial Purchaser's Counsel. Pryor, Glendenning & Haas LLP shall have delivered to the Initial Purchaser its written legal opinion, dated the Closing Date and addressed to the Initial Purchaser, covering such customary matters as the Initial Purchaser may reasonably request.
(v) 10b-5 Disclosure Letter. Calderwood & Harkness LLP shall have delivered to the Initial Purchaser a negative assurance letter (commonly referred to as a "10b-5 letter"), dated the Closing Date and addressed to the Initial Purchaser, stating that, on the basis of such firm's participation in the preparation of the Final Offering Memorandum and without independent verification, nothing has come to such firm's attention that causes it to believe that the Final Offering Memorandum (other than the financial statements, financial data, and other financial, statistical, or accounting information contained therein, as to which such firm expresses no view) contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.
(vi) Comfort Letter. Clarendon Harris & Co. LLP shall have delivered to the Initial Purchaser a comfort letter, dated the Closing Date and addressed to the Initial Purchaser, in form and substance customary for comfort letters delivered in connection with offerings of securities of the type contemplated hereby, containing statements and information of the type ordinarily included in accountants' comfort letters with respect to the financial statements, financial data, and other financial, statistical, and accounting information contained in the Offering Memorandum.
(vii) Officer's Certificate. Douglas Evanston, General Counsel & Corporate Secretary of the Company, shall have delivered to the Initial Purchaser a certificate, dated the Closing Date and signed by Mr. Evanston in his capacity as General Counsel & Corporate Secretary of the Company: (A) certifying, and attaching certified copies of, the resolutions duly adopted by the board of managers of the Company authorizing the execution, delivery, and performance of the Transaction Documents and the consummation of the transactions contemplated thereby; (B) certifying the incumbency and specimen signatures of each of Marcus J. Reinhart (Chief Executive Officer), Linda Shao-Perkins (Chief Financial Officer), and Douglas Evanston (General Counsel & Corporate Secretary); (C) attaching certified copies of the Company's certificate of organization and operating agreement, each as currently in effect; and (D) attaching a certificate of good standing for the Company issued by the Iowa Secretary of State (File No. 723841), dated not more than five Business Days prior to the Closing Date, substantially in the form attached hereto as Exhibit B.
(viii) Trustee's Acceptance. Heartland Trust Company, National Association, shall have accepted its appointment as Trustee, Registrar, Transfer Agent, and Paying Agent under the Indenture, and shall have delivered to the Initial Purchaser written confirmation of such acceptance. The primary contact for the Trustee's corporate trust department is Gregory Arndt, Vice President, Corporate Trust, at the Trustee's offices at 100 South Wacker Drive, Suite 2600, Chicago, Illinois 60606.
(ix) DTC Eligibility. The Notes shall have been accepted for clearance and settlement through the facilities of DTC and shall be eligible for book-entry delivery through DTC.
(x) No Material Adverse Change. Since the date of this Agreement, there shall not have occurred any material adverse change in the business, properties, financial condition, or results of operations of the Company, and no event shall have occurred or condition shall exist that would reasonably be expected to give rise to a Material Adverse Effect.
(xi) Representations True. The representations and warranties of the Company set forth in Section 3 hereof shall be true and correct in all material respects as of the Closing Date with the same force and effect as though made on and as of the Closing Date (except to the extent that any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct in all material respects as of such earlier date).
(xii) No Legal Impediment. No order, injunction, judgment, decree, or ruling of any court, governmental authority, or arbitrator shall be in effect that would prevent, restrain, or materially restrict the consummation of the transactions contemplated by this Agreement or the other Transaction Documents, and no proceeding shall be pending or threatened that seeks any such order, injunction, judgment, decree, or ruling.
(xiii) Additional Documents. The Company shall have delivered to the Initial Purchaser such other documents, certificates, instruments, and opinions as the Initial Purchaser or Initial Purchaser's Counsel may reasonably request in connection with the transactions contemplated hereby, in form and substance reasonably satisfactory to the Initial Purchaser and Initial Purchaser's Counsel.
(b) Conditions to the Company's Obligations. The obligation of the Company to issue and sell the Notes on the Closing Date is subject to the satisfaction (or waiver in writing by the Company) of each of the following conditions precedent: (i) the execution and delivery of the Pricing Supplement by the Initial Purchaser; and (ii) the satisfaction (or waiver by the Company) of the conditions set forth in Section 6(a)(i) through Section 6(a)(xii) hereof, to the extent applicable to the Initial Purchaser.
SECTION 7. EXPENSES
(a) Company Expenses. Whether or not the offering of the Notes is consummated or this Agreement is terminated for any reason, the Company shall bear and pay all costs and expenses incident to the performance of the Company's obligations under this Agreement and in connection with the transactions contemplated hereby, including, without limitation:
(i) all fees and expenses of Issuer's Counsel, Calderwood & Harkness LLP, in connection with the preparation, negotiation, and execution of the Transaction Documents and the rendering of the legal opinions and negative assurance letter contemplated by Section 6(a)(iv) and Section 6(a)(v) hereof, estimated at approximately $385,000;
(ii) all fees and expenses of the Trustee, Heartland Trust Company, National Association, and the Trustee's counsel, Brantley & Whitford LLP, in connection with the preparation, negotiation, and execution of the Indenture and the acceptance by the Trustee of its appointment thereunder, with the Trustee's acceptance fee estimated at approximately $15,000;
(iii) all fees and expenses of Pinnacle Ratings Group, Inc. in connection with the indicative credit assessment and any formal published rating on the Notes, estimated at approximately $75,000;
(iv) all printing, reproduction, and distribution costs related to the Preliminary Offering Memorandum, the Final Offering Memorandum, and any supplements or amendments thereto, and all costs related to EDGAR filings or other regulatory filings, estimated at approximately $22,000; and
(v) all miscellaneous costs and expenses incurred by the Company in connection with the transactions contemplated hereby, including, without limitation, DTC eligibility and acceptance fees, CUSIP reservation fees, filing fees, and similar charges, estimated at approximately $18,000.
(b) Reimbursement of Initial Purchaser's Expenses. Whether or not the offering of the Notes is consummated or this Agreement is terminated for any reason, the Company shall reimburse the Initial Purchaser for the following costs and expenses:
(i) all fees and disbursements of Initial Purchaser's Counsel, Pryor, Glendenning & Haas LLP, incurred in connection with the transactions contemplated by this Agreement, including the review and negotiation of the Transaction Documents, subject to a cap of $225,000, unless a higher amount is approved in writing by the Company (estimated actual fees incurred as of the date hereof: approximately $210,000); and
(ii) all reasonable out-of-pocket expenses incurred by the Initial Purchaser in connection with the offering and sale of the Notes, including travel, printing, due diligence, and similar expenses, subject to a cap of $50,000.
All invoices for reimbursable expenses shall be submitted by the Initial Purchaser to the Company within 30 days following the Closing Date or, if the offering is terminated prior to the Closing Date, within 30 days following the date of termination. The Company shall pay all properly documented invoices within 30 days of receipt thereof.
For informational purposes, the total estimated transaction expenses payable by the Company (inclusive of all categories described in this Section 7) are approximately $725,000, calculated as follows: $385,000 (Issuer's Counsel) + $210,000 (Initial Purchaser's Counsel, estimated actual) + $15,000 (Trustee) + $75,000 (rating agency) + $22,000 (printing and EDGAR) + $18,000 (miscellaneous) = $725,000.
(c) Placement Fee. For the avoidance of doubt, the Placement Fee described in Section 4 hereof is separate from and in addition to the expense reimbursement obligations of the Company set forth in this Section 7 and shall be payable only upon consummation of the offering of the Notes on the Closing Date in accordance with the terms set forth in Section 4.
SECTION 8. INDEMNIFICATION AND CONTRIBUTION
(a) Indemnification by the Company. The Company agrees to indemnify and hold harmless the Initial Purchaser, each director, officer, employee, and agent of the Initial Purchaser, and each person, if any, who controls the Initial Purchaser within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, an "Initial Purchaser Indemnified Person"), from and against any and all losses, claims, damages, liabilities, and expenses (including, without limitation, reasonable and documented attorneys' fees and expenses, and reasonable costs of investigation), joint or several, to which any such Initial Purchaser Indemnified Person may become subject under the Securities Act, the Exchange Act, or any other federal or state statutory law or regulation, or at common law or otherwise, insofar as such losses, claims, damages, liabilities, or expenses (or actions, suits, or proceedings in respect thereof) arise out of or are based upon:
(i) any untrue statement or alleged untrue statement of a material fact contained in the Preliminary Offering Memorandum, the Final Offering Memorandum, or any amendment or supplement thereto, or any omission or alleged omission to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; or
(ii) any breach by the Company of any representation, warranty, covenant, or agreement contained in this Agreement or in any certificate, instrument, or document delivered by the Company pursuant hereto.
Notwithstanding the foregoing, the Company shall not be liable under this Section 8(a) to the extent that any such loss, claim, damage, liability, or expense arises out of or is based upon any untrue statement or alleged untrue statement or omission or alleged omission made in the Offering Memorandum in reliance upon and in conformity with written information furnished to the Company by or on behalf of the Initial Purchaser specifically for use therein; such information being limited to the information described in the third paragraph under the heading "Plan of Distribution" in the Offering Memorandum.
(b) Indemnification by the Initial Purchaser. The Initial Purchaser agrees to indemnify and hold harmless the Company, each manager, officer, and employee of the Company, and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, a "Company Indemnified Person"), from and against any and all losses, claims, damages, liabilities, and expenses (including, without limitation, reasonable and documented attorneys' fees and expenses, and reasonable costs of investigation), joint or several, to which any such Company Indemnified Person may become subject under the Securities Act, the Exchange Act, or any other federal or state statutory law or regulation, or at common law or otherwise, insofar as such losses, claims, damages, liabilities, or expenses (or actions, suits, or proceedings in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Offering Memorandum or any amendment or supplement thereto, or any omission or alleged omission to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by or on behalf of the Initial Purchaser specifically for use therein.
(c) Procedures. Promptly after receipt by any indemnified person under this Section 8 of notice of the commencement of any action, suit, or proceeding, such indemnified person shall, if a claim in respect thereof is to be made against the indemnifying party under this Section 8, promptly notify the indemnifying party in writing of the commencement thereof; provided, however, that the failure to so notify the indemnifying party shall not relieve the indemnifying party of any liability that it may have to such indemnified person under this Section 8 or otherwise, except to the extent that the indemnifying party has been materially prejudiced by such failure. In case any such action is brought against any indemnified person and it notifies the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it may wish, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified person; provided, however, that if the defendants in any such action include both the indemnified person and the indemnifying party and the indemnified person shall have reasonably concluded that there may be legal defenses available to it that are different from or additional to those available to the indemnifying party, the indemnified person shall have the right to select separate counsel to participate in the defense of such action on behalf of such indemnified person at the expense of the indemnifying party. No indemnifying party shall, without the prior written consent of the indemnified party (which consent shall not be unreasonably withheld, conditioned, or delayed), effect any settlement of any pending or threatened action, suit, or proceeding in respect of which any indemnified person is or could have been a party and indemnity could have been sought hereunder by such indemnified person, unless such settlement (i) includes an unconditional release of such indemnified person from all liability on claims that are the subject matter of such action, suit, or proceeding and (ii) does not include a statement as to or an admission of fault, culpability, or a failure to act by or on behalf of any indemnified person.
(d) Contribution. If the indemnification provided for in this Section 8 is unavailable to or insufficient to hold harmless an indemnified person under Section 8(a) or Section 8(b) hereof in respect of any losses, claims, damages, liabilities, or expenses referred to therein, then each indemnifying party shall contribute to the amount paid or payable by such indemnified person as a result of such losses, claims, damages, liabilities, or expenses in such proportion as is appropriate to reflect the relative fault of the Company on the one hand and the Initial Purchaser on the other in connection with the statements, omissions, or other conduct that resulted in such losses, claims, damages, liabilities, or expenses, as well as any other relevant equitable considerations. The relative fault of the Company and the Initial Purchaser shall be determined by reference to, among other things, whether any such untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by the Company or by the Initial Purchaser, and the parties' relative intent, knowledge, access to information, and opportunity to correct or prevent such statement or omission. The amount paid or payable by a party as a result of the losses, claims, damages, liabilities, and expenses referred to above shall be deemed to include any legal or other fees or expenses reasonably incurred by such party in connection with investigating or defending any action, suit, or proceeding. Notwithstanding the foregoing, the Initial Purchaser's share of contribution under this Section 8(d) shall not exceed the amount of the Placement Fee actually received by the Initial Purchaser (if any) in connection with the offering of the Notes. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Company and the Initial Purchaser agree that it would not be just and equitable if contribution pursuant to this Section 8(d) were determined by pro rata allocation or by any other method of allocation that does not take account of the equitable considerations referred to in this paragraph.
(e) Survival. The indemnification and contribution obligations of the Company and the Initial Purchaser under this Section 8 shall remain operative and in full force and effect regardless of (i) any termination of this Agreement, (ii) any investigation made by or on behalf of the Initial Purchaser, any controlling person, or the Company, and (iii) the issuance, sale, and delivery of the Notes. The provisions of this Section 8 shall survive the Closing Date and any termination of this Agreement.
SECTION 9. TERMINATION
(a) Termination by Mutual Consent. This Agreement may be terminated at any time prior to the Closing Date by the mutual written consent of the Company and the Initial Purchaser. Any such termination shall be without liability of either party to the other except as provided in Section 9(d) hereof.
(b) Termination by the Initial Purchaser (Market Out). The Initial Purchaser may terminate this Agreement at any time prior to the Closing Date by written notice to the Company if any of the following events or conditions shall have occurred or exist:
(i) there shall have occurred any material adverse change in the financial markets of the United States or internationally, including, without limitation, any change in the U.S. high-yield bond market or credit markets generally, that, in the reasonable judgment of the Initial Purchaser, makes the marketing, offering, or sale of the Notes on the terms contemplated by this Agreement and the Offering Memorandum impracticable or inadvisable;
(ii) there shall have occurred any downgrade in, or withdrawal of, any credit rating or indicative credit assessment assigned to the Notes or any other securities or obligations of the Company by any nationally recognized statistical rating organization (including Pinnacle Ratings Group, Inc.), or any public announcement by any such organization that any such rating or assessment is under surveillance or review for possible downgrade or withdrawal;
(iii) trading in securities generally on the New York Stock Exchange or the Nasdaq Stock Market shall have been suspended or materially limited, or minimum or maximum prices shall have been generally established on any such exchange or market by the SEC, by either such exchange, or by any other regulatory body or governmental authority having jurisdiction;
(iv) a banking moratorium shall have been declared by federal or New York state authorities;
(v) there shall have occurred any attack on, outbreak or escalation of hostilities or act of terrorism involving the United States, or any declaration of war by the Congress of the United States, or any other national or international calamity, crisis, or emergency, if the effect of any such event, in the reasonable judgment of the Initial Purchaser, makes the marketing, offering, or sale of the Notes impracticable or inadvisable; or
(vi) there shall have been any material adverse change in the business, properties, financial condition, or results of operations of the Company since the date of this Agreement.
(c) Termination by the Company. The Company may terminate this Agreement at any time prior to the Closing Date by written notice to the Initial Purchaser if any condition to the Company's obligations set forth in Section 6(b) hereof shall not have been satisfied or waived on or before the date that is five Business Days after the anticipated Closing Date, or if the Initial Purchaser shall have breached any material representation, warranty, or covenant contained in this Agreement.
(d) Effect of Termination. Upon any termination of this Agreement pursuant to this Section 9:
(i) The obligations of the Initial Purchaser to purchase the Notes shall immediately and automatically terminate, and no Placement Fee shall be payable by the Company to the Initial Purchaser under Section 4 hereof.
(ii) The Company's obligations under Section 7 (Expenses), Section 8 (Indemnification and Contribution), and Section 12 (Governing Law; Jurisdiction; Waiver of Jury Trial) shall survive any such termination and shall remain in full force and effect in accordance with their terms.
(iii) Except as expressly provided in the surviving provisions identified in clause (ii) above, neither party shall have any further liability or obligation to the other party hereunder.
(iv) The Pricing Supplement, if not theretofore executed and delivered by both