Contract analysis

I. JURISDICTION AND VENUE This Court has jurisdiction over this Motion pursuant to 28 U.S.C. §§ 157 and 1334 and the Standing Order of Reference entered by the United States District Court for the Northern District of Iowa. This matter is a core proceeding within the meaning of 28 U.S.C. § 157(b)(2), specifically subsections (D) (turnover of property of the estate), (M) (orders approving the use or lease of property,

II. BACKGROUND A. The Debtor's Business Operations Greenfield Agricultural Partners LLC is an Iowa limited liability company (EIN: 42-8837291) organized under the Iowa Revised Uniform Limited Liability Company Act, Iowa Code Chapter 489. The Debtor is engaged in the manufacture, formulation, distribution, and sale of specialty agricultural chemicals, including herbicides, fungicides, adjuvants, surfactants, and seed

1. First Lien Term Loan The Debtor is the borrower under a First Lien Term Loan Credit Agreement dated as of November 15, 2021 (as amended, restated, supplemented, or otherwise modified from time to time, the "First Lien Credit Agreement"), by and among the Debtor, as borrower, Prairie State Bank, N.A., as administrative agent and collateral agent (in such capacity, the "First Lien Agent"), and the lenders party ther

2. ABL Revolving Credit Facility The Debtor is the borrower under an Asset-Based Revolving Credit Agreement dated as of March 1, 2023 (as amended, restated, supplemented, or otherwise modified from time to time, the "ABL Credit Agreement" and, together with the First Lien Credit Agreement, the "Pre-Petition Credit Agreements"), by and among the Debtor, as borrower, Prairie State Bank, N.A., as administrative agent an

3. Senior Unsecured Notes The Debtor is the issuer of 9.50% Senior Unsecured Notes due March 15, 2027 (the "Senior Unsecured Notes"), issued pursuant to an Indenture dated as of March 15, 2022 (the "Indenture"), by and between the Debtor, as issuer, and Meridian Trust Company, as indenture trustee (the "Indenture Trustee"). As of the Petition Date, the aggregate outstanding principal balance of the Senior Unsecured N

4. Trade and Other Unsecured Claims As of the Petition Date, the Debtor estimates that it owes approximately $22,700,000 in trade payables and other general unsecured claims to vendors, suppliers, service providers, and other creditors. The Debtor's top five chemical raw material suppliers are owed an aggregate of approximately $9,400,000 as of the Petition Date. These suppliers are critical to the Debtor's ability t

5. Summary of Pre-Petition Capital Structure Total pre-petition secured debt: $382,300,000 ($310,000,000 + $72,300,000). Total unsecured claims pool: $106,900,000 ($84,200,000 Senior Unsecured Notes + $22,700,000 trade and other unsecured claims). C. Events Leading to the Chapter 11 Filing The Debtor's decision to seek relief under Chapter 11 of the Bankruptcy Code was precipitated by a confluence of operational, reg

III. IDENTIFICATION OF CASH COLLATERAL A. Definition of Cash Collateral

Section 363(a) of the Bankruptcy Code defines "cash collateral" as: cash, negotiable instruments, documents of title, securities, deposit accounts, or other cash equivalents whenever acquired in which the estate and an entity other than the estate have an interest and includes the proceeds, products, offspring, rents, or profits of property and the fees, charges, accounts, or other payments for the use or occupancy o

IV. RELIEF REQUESTED By this Motion, the Debtor respectfully requests that this Court enter an order, pursuant to Sections 105(a), 361, 362, and 363 of the Bankruptcy Code: (a) Authorizing the Debtor to use Cash Collateral (as defined herein) in the ordinary course of its business operations, in accordance with the 13-week DIP budget attached hereto as Exhibit A (the "Budget"), as such Budget may be modified from tim

V. ADEQUATE PROTECTION FOR PRE-PETITION SECURED LENDERS A. Legal Standard — Section 361

Section 363(c)(2) of the Bankruptcy Code provides that a debtor-in-possession may not use, sell, or lease cash collateral unless (A) each entity that has an interest in such cash collateral consents, or (B) the court, after notice and a hearing, authorizes such use, sale, or lease in accordance with the provisions of Section 363 of the Bankruptcy Code. 11 U.S.C. § 363(c)(2).

Section 363(e) of the Bankruptcy Code further provides that, upon request of an entity that has an interest in property used, sold, or leased by a debtor-in-possession, the court shall prohibit or condition such use, sale, or lease as is necessary to provide adequate protection of such interest. 11 U.S.C. § 363(e). The burden of proof on the issue of adequate protection rests with the debtor-in-possession. 11 U.S.C.

Section 361 of the Bankruptcy Code sets forth the forms of adequate protection that may be provided to a secured party whose interest in property may be diminished by the debtor's use of such property. These forms include: (1) Requiring the debtor-in-possession to make periodic cash payments to the secured party to the extent that the stay, use, sale, or lease results in a decrease in the value of the secured party's

1. Replacement Liens. Prairie State Bank, N.A., as administrative agent and collateral agent for the Pre-Petition Secured Lenders (including the pre-petition First Lien Lenders and the ABL Revolver Lenders, the latter including participating banks Hawthorn National Bank and Northland Savings Bank, F.S.B.), shall receive valid, binding, enforceable, non-avoidable, and automatically perfected replacement liens (the "Re

2. Superpriority Administrative Expense Claim. To the extent that the adequate protection provided to the Pre-Petition Secured Lenders (including the Replacement Liens, current-pay interest, and reporting obligations) proves insufficient to protect the Pre-Petition Secured Lenders against the diminution in value of their interests in the pre-petition collateral and cash collateral, Prairie State Bank, N.A., on behalf

3. Current-Pay Interest. The Debtor shall make current-pay interest payments to the Pre-Petition Secured Lenders at the non-default contract rates, as follows: (i) On the First Lien Term Loan ($310,000,000 outstanding): interest at the rate of SOFR plus 450 basis points per annum, payable monthly in arrears; and (ii) On the ABL Revolver ($72,300,000 outstanding): interest at the rate of SOFR plus 275 basis points per

4. Monthly Reporting. The Debtor shall provide Prairie State Bank, N.A., as Pre-Petition Agent, with a comprehensive monthly reporting package (the "Monthly Report"), to be delivered within twenty (20) calendar days following the end of each calendar month, consisting of: (i) A rolling 13-week cash flow forecast, updated to reflect actual results for the most recently completed period and revised projections for the

VI. THE DEBTOR'S NEED TO USE CASH COLLATERAL IS URGENT The Debtor's need to use cash collateral is immediate and urgent, and any delay in granting the relief requested herein would result in irreparable harm to the Debtor's estate and all of its stakeholders. Insufficient Cash Reserves. As of the Petition Date, the Debtor had unrestricted cash on hand of only $11,800,000. Based on the Debtor's projected weekly operat

VII. APPLICABLE LEGAL STANDARDS A. Section 363(c)(2) — Consent or Court Authorization

Section 363(c)(2) of the Bankruptcy Code provides that a debtor-in-possession may not use, sell, or lease cash collateral unless: (A) each entity that has an interest in such cash collateral consents; or (B) the court, after notice and a hearing, authorizes such use, sale, or lease in accordance with the provisions of this section. 11 U.S.C. § 363(c)(2). Section 363(c)(3) further provides that any hearing under parag

Section 361 of the Bankruptcy Code provides three non-exclusive statutory forms of adequate protection: (1) Periodic cash payments. The debtor may be required to make periodic cash payments to the secured party to the extent that the stay, use, sale, or lease results in a decrease in the value of the secured party's interest in the property. 11 U.S.C. § 361(1). This form of adequate protection is designed to compensa

VIII. RELATIONSHIP TO DIP FINANCING MOTION This Motion is filed concurrently with the DIP Financing Motion (the "DIP Financing Motion"), Docket No. [__], in which the Debtor seeks authority to enter into a senior secured superpriority debtor-in-possession credit facility in the aggregate principal amount of up to $175,000,000 (the "DIP Facility") with a syndicate of lenders consisting of: (a) Ironclad Capital Partner

IX. THE DIP BUDGET GOVERNS CASH COLLATERAL USAGE The Debtor's use of cash collateral shall be governed by the 13-week DIP budget covering the period from May 15, 2025 through August 13, 2025 (the "Budget"), prepared by the Debtor in coordination with Claridge Advisory Group LLC, the Debtor's financial advisor, and filed as Exhibit A to the Proposed Interim DIP Order and cross-referenced as Exhibit A to this Motion. T