Contract analysis

I. INTRODUCTION AND QUALIFICATIONS A. Identity and Engagement

1. My name is Nolan Ashworth. I am a Managing Director of Claridge Advisory Group LLC ("Claridge"), a Delaware limited liability company with its principal office located at 299 Park Avenue, 18th Floor, New York, New York 10171. I am over the age of 18, am competent to testify in this matter, and submit this Declaration in support of the Emergency Motion for Entry of Interim and Final Orders Authorizing Debtor-in-Pos

2. Claridge was engaged as the restructuring and financial advisor to the Debtor in connection with this Chapter 11 case and the debtor-in-possession financing described herein (the "DIP Facility"). In this capacity, Claridge's responsibilities include, but are not limited to, the preparation of the 13-week cash flow model underlying the DIP budget, the development and refinement of the Debtor's operational business

3. In addition to myself, the other key member of the Claridge engagement team assigned to this matter is Rebecca Liu, a Director at Claridge. Ms. Liu has been extensively involved in the financial modeling, budget preparation, and analysis of DIP proposals described in this Declaration. B. Professional Background

4. I have over twenty years of experience in the fields of restructuring advisory, distressed debt, and debtor-in-possession financing. Throughout my career, I have advised debtors, creditors, equity holders, and other parties-in-interest in complex financial restructurings and Chapter 11 proceedings across a broad range of industries, including the agricultural, industrial, chemical, energy, and manufacturing sector

5. During my career, I have led or participated in more than forty-five (45) Chapter 11 engagements in various capacities, including as financial advisor to debtors, as advisor to official committees of unsecured creditors, and as advisor to secured lending groups. These engagements have ranged in size from middle-market companies with funded debt of approximately $50 million to large-cap enterprises with funded debt

6. I am thoroughly familiar with the DIP lending market, including the customary terms, pricing conventions, fee structures, covenant packages, and milestone schedules that are standard in DIP facilities for debtors of comparable size, industry, and risk profile. I regularly monitor market conditions in the DIP lending space and maintain professional relationships with a broad network of credit-focused alternative in

7. Prior to joining Claridge, I held senior positions at two other nationally recognized restructuring advisory firms, where I developed and honed my expertise in the areas described above. I hold a Bachelor of Science in Finance from the University of Michigan and a Master of Business Administration from the Columbia Business School. C. Basis of Declaration

8. The statements contained in this Declaration are based upon my personal knowledge and upon my review and analysis of the Debtor's books, records, financial statements, and business operations. Since the commencement of Claridge's engagement, I have conducted extensive analysis of the Debtor's financial condition, capital structure, liquidity position, and operational performance.

9. In preparing this Declaration, I have had numerous conversations and working sessions with the Debtor's senior management team, including Derek Calloway, Chief Executive Officer; Patricia Langford, Chief Financial Officer; Russell Teague, Chief Operating Officer; James Delacroix, Vice President, Treasury & Capital Markets; and Monica Huang, General Counsel. These conversations have provided me with detailed insigh

10. I have also reviewed appraisal materials and valuation analyses prepared by Bellwether Valuation Services Inc. ("Bellwether"), with Gregory Pineda, Senior Managing Director, serving as the lead engagement professional. These materials were instrumental in informing the estimated enterprise value range discussed herein. Additionally, I have reviewed audit materials and financial records prepared or reviewed by Hol

11. This Declaration has been prepared with the assistance of counsel at Calderwood & Harkness LLP ("Calderwood & Harkness"), counsel to the Debtor, for filing with this Court.

II. OVERVIEW OF THE DEBTOR'S BUSINESS AND FINANCIAL CONDITION A. Business Description

12. Greenfield Agricultural Partners LLC is an Iowa limited liability company, Employer Identification Number 42-8837291, with its corporate headquarters located at 1400 Prairie Ridge Drive, Cedar Falls, Iowa 50613. The Debtor is a vertically integrated agricultural chemicals manufacturer and distributor, engaged in the development, production, marketing, and distribution of a diversified portfolio of crop protection

13. The Debtor operates three manufacturing plants located in the Midwest and Mid-South regions of the United States: (a) Cedar Falls, Iowa — The Debtor's flagship manufacturing facility, co-located with its corporate headquarters at 1400 Prairie Ridge Drive, Cedar Falls, Iowa 50613. This plant is the primary production facility for the Debtor's herbicide product lines, including its flagship product, ClearGuard XR.

14. In addition to its three manufacturing plants, the Debtor operates fourteen (14) regional distribution centers strategically positioned across the Midwest and Mid-South regions. These distribution centers enable the Debtor to efficiently deliver its products to its customer base, which includes agricultural cooperatives, independent farm supply retailers, large-scale commercial farming operations, and distributor

15. The Debtor also operates a 640-acre research and development farm located at 4500 University Boulevard, Ames, Iowa 50010 (the "R&D Farm"). The R&D Farm is used for the development and field-testing of new crop protection formulations, efficacy trials, and regulatory testing in support of EPA product registrations.

16. As of the Petition Date, the Debtor employed approximately 2,300 individuals across its corporate headquarters, manufacturing plants, distribution centers, and R&D operations. The Debtor's workforce includes scientists, engineers, manufacturing technicians, logistics and distribution personnel, sales representatives, and corporate and administrative staff.

17. The Debtor's flagship herbicide product, ClearGuard XR, is a broad-spectrum, post-emergence herbicide that has been a market leader in its segment since its initial commercial launch. ClearGuard XR accounts for a significant portion of the Debtor's annual revenue and is a key driver of customer relationships and brand recognition in the agricultural chemicals market. B. Pre-Petition Financial Performance

18. The Debtor's financial performance in the fiscal year ended December 31, 2024 ("FY 2024") reflected the challenging market conditions and operational headwinds discussed in further detail below. The key financial metrics for FY 2024 are as follows: (a) Revenue: $612.4 million (b) EBITDA: $38.7 million (c) LTM Adjusted EBITDA (as calculated pursuant to the definition set forth in the First Lien Credit Agreement):

19. The Debtor's FY 2024 revenue of $612.4 million represented a meaningful decline from prior-year levels, driven by the factors described in Section II.D below. EBITDA of $38.7 million reflected compressed margins resulting from reduced sales volumes, unfavorable product mix, and the inability to fully offset fixed manufacturing costs across the Debtor's three production facilities.

20. The LTM Adjusted EBITDA figure of $37.7 million, calculated in accordance with the definition and addback provisions contained in the First Lien Credit Agreement, is the metric relevant for purposes of the financial covenant calculations discussed below. C. Pre-Petition Capital Structure

21. As of the Petition Date, the Debtor's funded debt obligations and pre-petition capital structure were as follows:

22. First Lien Term Loan. The Debtor is the borrower under a First Lien Term Loan in the original principal amount of $310,000,000 (the "First Lien Term Loan"). The administrative agent for the First Lien Term Loan is Prairie State Bank, N.A., located at 500 Main Street, Suite 1200, Kansas City, Missouri 64105. The First Lien Term Loan bears interest at a floating rate of SOFR plus 450 basis points, and matures in No

23. ABL Revolver. The Debtor is the borrower under an Asset-Based Revolving Credit Facility with total commitments of $95,000,000 and $72,300,000 outstanding as of the Petition Date (the "ABL Revolver"). The administrative agent for the ABL Revolver is also Prairie State Bank, N.A. The ABL Revolver bears interest at a floating rate of SOFR plus 275 basis points, and matures in May 2026. The ABL Revolver is secured by

24. Senior Unsecured Notes. The Debtor has outstanding Senior Unsecured Notes in the aggregate principal amount of $84,200,000 (the "Senior Unsecured Notes"). The Senior Unsecured Notes bear interest at a fixed rate of 9.50% per annum, are due in March 2027, and were issued in March 2024. The indenture trustee for the Senior Unsecured Notes is Meridian Trust Company, located at 101 Park Avenue, 20th Floor, New York,

25. Trade and Other Unsecured Claims. In addition to the Senior Unsecured Notes, the Debtor estimates that it has approximately $22,700,000 in trade payables and other unsecured claims as of the Petition Date.

26. In summary, the Debtor's total funded debt as of the Petition Date was approximately $489,200,000, comprised of the First Lien Term Loan ($310,000,000), the ABL Revolver ($72,300,000 drawn), the Senior Unsecured Notes ($84,200,000), and trade and other unsecured claims ($22,700,000). The total unsecured claims pool is approximately $106,900,000, consisting of $84,200,000 in Senior Unsecured Notes and $22,700,000

27. The Debtor's current financial distress is attributable to a confluence of adverse market conditions and regulatory developments that converged over the 2024 growing season and into early 2025. These factors include: (a) Severe Drought Conditions. The 2024 growing season was marked by severe and prolonged drought conditions across significant portions of the Midwest and Mid-South, the Debtor's primary market regi

28. The financial distress described above resulted in several pre-petition defaults that ultimately precipitated the filing of this Chapter 11 case:

29. Total Net Leverage Ratio Covenant Breach. The First Lien Credit Agreement governing the First Lien Term Loan contains a Total Net Leverage Ratio financial maintenance covenant requiring the Debtor to maintain a ratio of Net Total Debt to LTM Adjusted EBITDA not exceeding 6.50x. As of December 31, 2024, the Debtor's actual Total Net Leverage Ratio was 9.82x, calculated as follows: Net Total Debt = First Lien Term

30. Forbearance Agreement. Following the December 31, 2024 covenant breach, the Debtor and the administrative agent and required lenders under the First Lien Credit Agreement entered into a Forbearance Agreement dated January 31, 2025 (the "Forbearance Agreement"), pursuant to which the First Lien lenders agreed to forbear from exercising remedies in respect of the covenant default for a limited period. The Forbearan

31. Missed Interest Payment on Senior Unsecured Notes. A semi-annual interest payment on the Senior Unsecured Notes came due on March 15, 2025. The full amount of the interest payment due was $3,999,500 (calculated as $84,200,000 × 9.50% ÷ 2). The Debtor was able to make only a partial payment of $318,250, leaving $3,681,250 unpaid. The indenture governing the Senior Unsecured Notes provides for a 30-day grace period

32. Voluntary Petition. Facing the expiration of the Forbearance Agreement, the acceleration of the Senior Unsecured Notes, and the prospect of imminent enforcement actions by its creditors, the Debtor filed a voluntary petition for relief under Chapter 11 of Title 11 of the United States Code on May 15, 2025 (the "Petition Date").

III. THE DIP FINANCING MARKETING PROCESS A. Pre-Petition Outreach

33. In the weeks preceding the Petition Date, Claridge, acting on behalf of and at the direction of Greenfield, conducted a comprehensive marketing process to identify potential sources of debtor-in-possession financing. The objective of this marketing process was to secure the most favorable DIP financing available for the Debtor's estate, on terms that would provide adequate liquidity to fund operations during the

34. Claridge contacted and solicited proposals from multiple credit-focused alternative investment firms, distressed debt funds, and specialty lenders with demonstrated experience in providing DIP financing to agricultural and industrial debtors. In identifying potential lenders, Claridge drew upon its extensive network of relationships in the DIP lending market and targeted institutions with the financial capacity t

35. Throughout the marketing process, Claridge provided potential lenders with a confidential information memorandum containing key financial and operational information regarding the Debtor, including historical financial statements, the preliminary 13-week cash flow model, a summary of the Debtor's pre-petition capital structure, and a description of the Debtor's business and operations. Each potential lender was r

36. Following the marketing process described above, Claridge received two actionable proposals from prospective DIP lenders. Each proposal was reviewed and analyzed by Claridge in detail:

37. Ironclad-Led Syndicate Proposal. The first proposal (the "Ironclad Proposal") was submitted by a syndicate of three institutional lenders led by Ironclad Capital Partners LP ("Ironclad") as administrative agent and lead arranger. The Ironclad Proposal contemplated a $175,000,000 senior secured superpriority revolving credit facility bearing interest at SOFR plus 850 basis points. The syndicate commitments under t

38. Ridgeline Standalone Indicative Proposal. The second proposal (the "Ridgeline Standalone Proposal") was an indicative proposal submitted by Ridgeline on a standalone basis, without syndicate partners. The Ridgeline Standalone Proposal contemplated a $125,000,000 facility bearing interest at SOFR plus 900 basis points, subject to more restrictive milestone requirements and tighter financial covenant thresholds tha

39. Claridge evaluated the two proposals against a comprehensive set of criteria, including: (i) total facility size and the adequacy of committed liquidity; (ii) pricing, encompassing the interest rate spread, closing fee, exit fee, and unused commitment fee; (iii) covenant flexibility, including the terms of financial maintenance covenants and the degree of operational latitude afforded to the Debtor; (iv) mileston

40. After careful evaluation, Claridge determined that the Ironclad Proposal was superior to the Ridgeline Standalone Proposal in all material respects. Specifically: (a) The Ironclad Proposal provided a significantly larger facility ($175,000,000 versus $125,000,000), affording the Debtor substantially greater liquidity and financial cushion. (b) The Ironclad Proposal offered a lower interest rate spread (SOFR + 850

41. Based on this evaluation, Claridge recommended, and the Debtor's management and Board of Managers accepted, the Ironclad-led syndicate proposal as the most favorable DIP financing available for the estate.

42. The key personnel involved in the DIP financing process from each of the lender parties were as follows: (a) Ironclad Capital Partners LP: Martin Halberstam, Managing Partner; Diana Voss, Partner and Head of Structured Credit; and Kevin Pratt, Vice President, Portfolio Management, who served as the deal lead for Ironclad. (b) Ridgeline Opportunity Fund III LP: Samuel Ostrowski, Managing Director, Special Situatio

43. The terms of the DIP Facility, as set forth in the DIP Credit Agreement, were the product of extensive, arm's-length negotiations between the Debtor, with the assistance of Claridge and Calderwood & Harkness LLP, on the one hand, and the DIP Lender group (Ironclad, Ridgeline, and Bramblewood), with the assistance of their counsel, Harmon & Keach LLP (Richard Yeung, Partner, lead counsel), on the other hand.

44. The negotiation process involved multiple rounds of iterative markups and revisions to the DIP Credit Agreement and related documents. Key areas of negotiation included the interest rate and fee structure, the milestone schedule and the consequences of milestone defaults, the events of default and related cure provisions, the roll-up mechanics with respect to the pre-petition ABL Revolver obligations, and the ter

IV. SUMMARY OF THE DIP FACILITY TERMS A. Principal Terms

45. The principal terms of the DIP Facility, as set forth in the DIP Credit Agreement, are summarized below:

46. Facility Type. The DIP Facility is a senior secured superpriority revolving credit facility.

47. Facility Size. The aggregate commitments under the DIP Facility are $175,000,000.

48. Lender Commitments. The commitments of the individual DIP Lenders are as follows:

49. Administrative Agent. Ironclad Capital Partners LP, with offices at 600 Lexington Avenue, 34th Floor, New York, New York 10022, shall serve as Administrative Agent under the DIP Credit Agreement.

50. Collateral Agent. Meridian Trust Company shall serve as Collateral Agent under the DIP Credit Agreement.

51. Interest Rate. The DIP Facility bears interest at a rate per annum equal to SOFR plus 850 basis points, subject to a SOFR floor of 4.00%. The effective minimum all-in interest rate is therefore 12.50% (4.00% SOFR floor plus 8.50% spread). Upon the occurrence and during the continuance of an Event of Default, the interest rate shall increase by an additional 200 basis points to SOFR plus 1,050 basis points (the "D

52. Closing Fee. A closing fee equal to 2.00% of total commitments, in the amount of $3,500,000, payable upon closing of the DIP Facility.

53. Unused Line Fee. An unused commitment fee of 0.50% per annum on the undrawn portion of the DIP Facility commitments, payable quarterly in arrears.

54. Exit Fee. An exit fee equal to 1.00% of aggregate commitments, in the amount of $1,750,000, payable upon the maturity or earlier termination of the DIP Facility. B. Availability and Draws

55. Interim Draw. Upon entry of the Interim DIP Order, the Debtor shall be authorized to draw up to $80,000,000 under the DIP Facility (the "Interim Draw"). The Interim Draw is designed to address the Debtor's immediate and critical liquidity needs during the initial weeks of the Chapter 11 case.

56. Final Draw. The remaining $95,000,000 of available commitments under the DIP Facility shall become available to the Debtor upon entry of the Final DIP Order. Upon entry of the Final DIP Order, the Debtor shall have access to the full $175,000,000 of committed capacity under the DIP Facility, subject to the terms and conditions set forth in the DIP Credit Agreement. C. Maturity.