Contract analysis

I. Transmittal of Revised Draft On behalf of Greenfield Agricultural Partners LLC ("Greenfield" or the "Debtor"), debtor and debtor-in-possession in the above-referenced Chapter 11 case pending before the Honorable Margaret R. Dunleavy in the United States Bankruptcy Court for the Northern District of Iowa, Cedar Rapids Division, Calderwood & Harkness LLP encloses herewith the Debtor's revised markup (the "Revised Dr

II. Summary of Accepted Lender Comments Before turning to the open issues, we wish to acknowledge that the Debtor has accepted a substantial majority of the Lender Group's comments as reflected in the May 18, 2025 redline. We believe this demonstrates the Debtor's good faith and its commitment to finalizing the DIP Credit Agreement on an expedited basis. The principal Lender Group comments that the Debtor has accepte

III. Summary of Principal Open Issues Notwithstanding the substantial agreement reflected above, several material open issues remain between the parties. We set forth below the Debtor's position on each such issue, as reflected in the Revised Draft. We are hopeful that these remaining points can be resolved promptly and in a manner satisfactory to all parties.

1. Roll-Up of Pre-Petition ABL Obligations ($20,000,000) The Lender Group's May 18, 2025 redline proposes that $20,000,000 of pre-petition revolving credit obligations outstanding under the Debtor's pre-petition ABL Credit Agreement — under which $72,300,000 is currently drawn against an aggregate committed facility of $95,000,000, with Prairie State Bank, N.A. as administrative agent and Hawthorn National Bank and N

2. Milestone Schedule The Lender Group's May 18 redline includes the following milestone schedule (the "Lender Milestone Schedule"): The Debtor agrees with the proposed Interim DIP Order milestone (May 22, 2025, or five business days post-Petition Date). However, the Debtor respectfully proposes the following modifications to the remaining milestones, each of which is reflected in the Revised Draft: (a) Final DIP Ord

3. Events of Default — Grace and Cure Periods The Lender Group's May 18 redline removes or materially shortens several grace and cure periods for Events of Default set forth in Article VIII of the DIP Credit Agreement. The Debtor understands the Lender Group's interest in maintaining robust default protections in the DIP context, and the Revised Draft does not seek to restore the full complement of grace and cure per

4. Reporting Requirements — Frequency and Scope The Lender Group's May 18 redline sets forth comprehensive reporting requirements in Section 6.01 of the DIP Credit Agreement. The Debtor recognizes the importance of robust and timely reporting in a DIP financing and has accepted the majority of the Lender Group's reporting proposals. However, the Debtor requests the following targeted modifications, which are reflecte

5. DIP Budget — Variance Methodology Clarifications The Debtor's Revised Draft includes clarifying language in Section 7.02 and the related definitions regarding the calculation of the 15% maximum cumulative variance covenant. Although the Debtor has accepted the substance of this covenant as proposed by the Lender Group, the Debtor believes that additional specificity regarding the methodology of the variance calcul

6. Carve-Out — Minor Clarification The Debtor has accepted the carve-out structure as set forth in the Lender Group's May 18 redline, as described in Section II above. However, the Revised Draft includes a clarifying footnote to Section 2.07(b) of the DIP Credit Agreement specifying that the $2,500,000 post-trigger allocation for estate professionals encompasses the fees and expenses of both (a) professionals retaine

7. Conditions Precedent — Requested Modifications The Debtor requests the following modifications to the conditions precedent to the initial borrowing under the DIP Facility set forth in Article V of the DIP Credit Agreement. These requests are driven by practical considerations regarding the timeline for the interim hearing and the Debtor's ability to satisfy certain conditions in the extremely compressed period bet

IV. Schedule of Enclosures The following documents are enclosed with this letter: Enclosure 1: Revised Draft — Senior Secured Superpriority Debtor-in-Possession Credit Agreement (clean copy). Enclosure 2: Revised Draft — Senior Secured Superpriority Debtor-in-Possession Credit Agreement (blackline, marked against the Harmon & Keach LLP redline of May 18, 2025). Enclosure 3: Markup Comparison Chart summarizing the Deb

V. Proposed Next Steps and Timeline Given the urgency of the timeline set forth above, we respectfully propose the following next steps:

1. Negotiation Call — May 20, 2025. We request a call with you and Laura Brennan (Harmon & Keach) for the morning of Tuesday, May 20, 2025 to discuss the remaining open issues identified in this letter. We are available at any time between 8:00 a.m. and 12:00 p.m. Eastern and will have Gabrielle Moss, Amy Chesterton, and the relevant members of the Debtor's team available to participate as needed. Please confirm your

2. Parallel Workstreams — Court Filings. Calderwood & Harkness is concurrently finalizing the following court filings in connection with the DIP Facility, each of which is expected to be filed with the Bankruptcy Court on or before May 20, 2025: (a) Emergency Motion for Entry of Interim and Final Orders (I) Authorizing the Debtor to Obtain Post-Petition Financing Pursuant to 11 U.S.C. §§ 364(c) and 364(d), (II) Grant

3. Interim Hearing Scheduling. Gabrielle Moss (Calderwood & Harkness Lead Associate) transmitted an email to the chambers of the Honorable Margaret R. Dunleavy on May 16, 2025 requesting the scheduling of the interim hearing on the DIP Motion for May 22, 2025. We are awaiting confirmation from chambers and will advise you promptly upon receipt.

4. Target for Execution-Ready DIP Credit Agreement. Our target is to have an execution-ready DIP Credit Agreement by end of day on Wednesday, May 21, 2025, which is one day prior to the anticipated Interim DIP Order hearing. We ask that you and your team prioritize review of the Revised Draft and the enclosed comparison chart to facilitate achievement of this target.

5. Ancillary Documents. The following ancillary documents are being prepared concurrently by Calderwood & Harkness and will be circulated to Harmon & Keach in substantially final form by May 20, 2025: (a) DIP Promissory Notes (one per Lender); (b) DIP Security Agreement (granting the Collateral Agent a first-priority security interest in all personal property of the Debtor); (c) DIP intellectual Property Security Agr

6. Adequate Protection and Intercreditor Matters. The Adequate Protection Stipulation with Prairie State Bank, N.A. (negotiated by Thomas Whitaker, SVP, Loan Workout Group) and the Consent Letter from Prairie State Bank are being negotiated on a parallel track and are expected to be finalized by May 20, 2025. In addition, the Intercreditor Agreement between Ironclad Capital Partners LP (in its capacity as DIP Adminis

VI. Confidentiality and Privilege This letter and the enclosed Revised Draft are transmitted for purposes of settlement negotiations between the Debtor and the Lender Group in connection with the DIP Credit Agreement and are subject to all applicable privileges, including the attorney-client privilege, the work product doctrine, and Federal Rule of Evidence 408 (and its state law equivalents). Nothing in this letter