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Contract analysis / borrowing-request-initial-draw.docx
borrowing-request-initial-draw.docx
High · 0
Medium · 3
Standard · 6
1. Introductory Paragraph and Borrowing Request
Standard
⚑ Commercial term
1. Introductory Paragraph and Borrowing Request Reference is hereby made to that certain Senior Secured Superpriority Debtor-in-Possession Credit Agreement, dated as of May 22, 2025 (as the same may be amended, restated, supplemented, or otherwise modified from time to time, the "DIP Credit Agreement"), among Greenfield Agricultural Partners LLC, an Iowa limited liability company (the "Borrower"), Ironclad Capital Pa
2. Borrowing Details
Standard
⚑ Commercial term
2. Borrowing Details The Borrower hereby specifies the following terms with respect to the Requested Borrowing: 2.1 Aggregate Amount of Borrowing The aggregate principal amount of the Requested Borrowing is $80,000,000 (Eighty Million Dollars and 00/100). This amount represents the full Interim Draw availability under the DIP Credit Agreement as authorized by the Interim DIP Order. The Borrower acknowledges that the
3. Funds Flow Instructions
Medium
⚑ Liability cap to check against exposure
3. Funds Flow Instructions 3.1 Disbursement Account All proceeds of the Requested Borrowing shall be funded by each Lender to the Administrative Agent's account on the Borrowing Date, and thereafter the Administrative Agent shall disburse the net proceeds (after deduction of the Closing Fee as set forth in Section 3.2 below) to the following designated account of the Borrower: Bank: Prairie State Bank, National Assoc
4. Representations, Warranties, and Certifications
Medium
⚑ Liability cap to check against exposure
4. Representations, Warranties, and Certifications In connection with the Requested Borrowing, and in accordance with Section 4.02 of the DIP Credit Agreement, the Borrower hereby represents, warrants, and certifies to the Administrative Agent, the Collateral Agent, and each Lender as follows: 4.1 Conditions Precedent Satisfied The Borrower certifies that all conditions precedent to the initial Borrowing set forth in
5. Milestone Acknowledgment
5. Milestone Acknowledgment The Borrower acknowledges and agrees that the DIP Credit Agreement contains the following milestones (the "Milestones"), each of which must be achieved by the applicable deadline, and confirms its intention to comply with each such Milestone in accordance with the terms of the DIP Credit Agreement: The Borrower acknowledges that failure to satisfy any Milestone by the applicable deadline (
6. Contact Information for Notices
6. Contact Information for Notices All notices, confirmations, reports, financial statements, compliance certificates, and other communications regarding this Borrowing Request, the DIP Credit Agreement, and the DIP Facility generally should be directed to the following: For the Borrower: James Delacroix Vice President, Treasury & Capital Markets Greenfield Agricultural Partners LLC 1400 Prairie Ridge Drive Cedar Fal
7. Governing Law
Medium
⚑ Forum / governing law
7. Governing Law This Borrowing Request shall be governed by, and construed in accordance with, the laws of the State of New York without regard to principles of conflicts of law that would require the application of the laws of any other jurisdiction, consistent with the governing law provisions set forth in Section 9.09 of the DIP Credit Agreement.
8. Conclusion
8. Conclusion The Borrower acknowledges that the delivery of this Borrowing Request constitutes a certification by the Borrower that each of the conditions precedent to the Requested Borrowing set forth in the DIP Credit Agreement has been satisfied, and that the representations and warranties set forth herein and in the DIP Credit Agreement are true and correct in all material respects. The Borrower further acknowle
I. Summary of Funds Flow
I. Summary of Funds Flow The following table summarizes the funds flow for the initial Interim Draw under the DIP Credit Agreement:
II. Lender Funding to Administrative Agent
II. Lender Funding to Administrative Agent Each Lender shall wire its Pro Rata Share of the Gross Borrowing to the Administrative Agent's account set forth below by no later than 2:00 p.m. (New York City time) on May 22, 2025, in same-day, immediately available funds: Administrative Agent's Funding Account: Bank: [To be specified in final executed version] Account Name: Ironclad Capital Partners LP — DIP Agency Accou
III. Closing Fee Distribution
Standard
⚑ Commercial term
III. Closing Fee Distribution Upon receipt of the aggregate Gross Borrowing from the Lenders, the Administrative Agent shall retain the Closing Fee of $3,500,000.00 and distribute the Closing Fee to each Lender in accordance with the following: The Closing Fee is fully earned on the Borrowing Date, is non-refundable, and is not subject to setoff, counterclaim, defense, or deduction of any kind.
IV. Disbursement to Borrower
Standard
⚑ Commercial term
IV. Disbursement to Borrower After retention of the Closing Fee, the Administrative Agent shall disburse the Net Proceeds of $76,500,000.00 to the Borrower's DIP Operating Account as follows: Bank: Prairie State Bank, National Association Address: 500 Main Street, Suite 1200, Kansas City, Missouri 64105 Account Name: Greenfield Agricultural Partners LLC — DIP Operating Account ABA Routing Number: [To be specified in
V. Unused Line Fee
Standard
⚑ Commercial term
V. Unused Line Fee The Borrower acknowledges that, upon funding of the Interim Draw, the aggregate undrawn Revolving Commitments under the DIP Credit Agreement will be $95,000,000.00 (representing the difference between total Revolving Commitments of $175,000,000 and the $80,000,000 drawn under the Interim Draw). The Unused Line Fee of 0.50% per annum on the average daily undrawn Revolving Commitments shall begin acc
VI. Exit Fee
Standard
⚑ Commercial term
VI. Exit Fee The Borrower acknowledges that the Exit Fee in the amount of $1,750,000.00 (calculated as 1.00% of the aggregate Revolving Commitments of $175,000,000) is payable at the Maturity Date, upon any acceleration of the Obligations, upon any permanent reduction of the Revolving Commitments, or upon termination of the DIP Credit Agreement, in each case in accordance with Section 2.09(c) of the DIP Credit Agreem