Contract analysis

I. INTRODUCTION AND DECLARANT IDENTIFICATION

1. I am the Chief Financial Officer of Greenfield Agricultural Partners LLC ("Greenfield," the "Debtor," the "Company," or "GAP"), an Iowa limited liability company and the debtor and debtor-in-possession in the above-captioned Chapter 11 case. I am over 18 years of age and am competent to testify to the matters set forth herein. I make this declaration under penalty of perjury pursuant to 28 U.S.C. § 1746.

2. I have served as the Chief Financial Officer of Greenfield since September 2018, a period of approximately six years and eight months. In my capacity as CFO, I am responsible for all financial, treasury, and accounting functions of the Company, including oversight of financial reporting, budgeting, cash management, internal controls, tax compliance, and relationships with the Company's lenders, auditors, and finan

3. In connection with my duties, I work closely with James Delacroix, Vice President, Treasury and Capital Markets, who oversees day-to-day capital markets activities, bank relationships, and cash management operations. Mr. Delacroix reports directly to me and has been instrumental in coordinating the Company's liquidity management and the negotiation of the proposed debtor-in-possession financing facility described

4. I have personal knowledge of the facts stated in this declaration or have acquired such knowledge through my review of the books and records of the Debtor maintained in the ordinary course of the Debtor's business, through discussions with other members of the Debtor's management team, and through consultations with the Debtor's financial and legal advisors. If called upon to testify, I could and would testify com

5. I submit this declaration in support of the Emergency Motion of the Debtor for Entry of Interim and Final Orders (I) Authorizing the Debtor to Obtain Post-Petition Financing Pursuant to 11 U.S.C. §§ 105, 361, 362, 363, 364, and 507, (II) Granting Liens and Superpriority Administrative Expense Claims, (III) Authorizing the Use of Cash Collateral, and (IV) Granting Adequate Protection to Pre-Petition Secured Lenders

6. The purpose of this declaration is to provide the Court with: (a) an overview of the Debtor's business and operations; (b) a description of the Debtor's pre-petition capital structure; (c) a summary of the events and circumstances that led to the Chapter 11 filing; (d) a description of the Debtor's immediate and near-term liquidity needs; and (e) a detailed explanation of the necessity and terms of the proposed $1

II. THE DEBTOR'S BUSINESS AND OPERATIONS A. Corporate Overview

7. The Debtor's full legal name is Greenfield Agricultural Partners LLC. The Company is a limited liability company organized and existing under the laws of the State of Iowa, with its Employer Identification Number being 42-8837291. The Company's principal executive offices and headquarters are located at 1400 Prairie Ridge Drive, Cedar Falls, Iowa 50613. The Company's registered agent in the State of Iowa is Capito

8. Greenfield is a vertically integrated agricultural chemicals manufacturer and distributor. The Company develops, manufactures, and distributes a diverse portfolio of crop protection products, including herbicides, fungicides, adjuvants, and seed treatments. These products are sold primarily to agricultural retailers, cooperatives, and distributors throughout the Midwest and Mid-South regions of the United States —

9. The Company's flagship product is ClearGuard XR, a proprietary broad-spectrum herbicide designed for use in corn and soybean production systems. ClearGuard XR has been a cornerstone of the Company's product portfolio and has historically represented a significant portion of the Company's annual revenue. The product is valued by farmers and agricultural professionals for its efficacy, crop safety profile, and compe

10. This Chapter 11 case involves a single-entity filing. The Debtor has no subsidiary debtors and no affiliated entities that are filing for bankruptcy protection in conjunction with this case. B. Manufacturing and Distribution Infrastructure

11. Greenfield operates three manufacturing plants strategically located across the Company's core market area: (a) Cedar Falls, Iowa (Headquarters Campus) — 1400 Prairie Ridge Drive, Cedar Falls, Iowa 50613. This is the Company's largest and most advanced manufacturing facility, co-located with the Company's corporate headquarters. The Cedar Falls plant produces the full range of the Company's herbicide and fungicid

12. All three manufacturing plants are essential to the Debtor's operations and must continue to operate on a continuous basis in order to meet seasonal demand. The agricultural chemicals industry is characterized by extremely tight production windows that align with the planting and growing seasons. Any disruption in manufacturing operations — including even a temporary shutdown — would cause irreparable harm to the

13. In addition to its three manufacturing plants, the Debtor operates fourteen regional distribution centers located across the Midwest and Mid-South. These distribution centers serve as the logistical backbone of the Company's go-to-market operations, enabling timely delivery of crop protection products to customers during the critical planting and application windows.

14. The Debtor also owns and operates a 640-acre research and development farm located at 4500 University Boulevard, Ames, Iowa 50010. The Ames R&D farm is used for product testing, field trials, and development of new formulations and application protocols. The facility works in close collaboration with Iowa State University's College of Agriculture and Life Sciences and plays a vital role in the Company's product i

15. As of the Petition Date, the Debtor employs approximately 2,300 individuals across its manufacturing, distribution, research and development, and administrative functions. The Company's workforce includes skilled chemical engineers, plant operators, quality assurance technicians, distribution and logistics professionals, sales representatives, regulatory affairs specialists, and corporate support staff.

16. The Debtor's workforce fluctuates seasonally, with significant increases during the second and third quarters of each fiscal year (corresponding to the spring planting season and summer application season, respectively) to meet heightened production and distribution demands. During peak periods, the Company supplements its permanent workforce with seasonal and temporary employees.

17. The Company's employees are critical to the preservation of value in this Chapter 11 case. The Debtor's workforce possesses specialized knowledge of chemical manufacturing processes, regulatory requirements, and customer relationships that cannot be readily replaced. Retention of the Debtor's employees is therefore essential to the continued operation of the business and to any successful reorganization or sale p

18. The agricultural chemicals business is highly seasonal. The Company's peak sales and cash receipts occur during the second quarter (April through June, corresponding to the spring application season) and the third quarter (July through September, corresponding to the summer growing and application season). During these periods, farmers and agricultural retailers purchase and apply herbicides, fungicides, adjuvant

19. The seasonality of the business is critically relevant to the DIP Facility and the DIP Budget. The 13-week DIP Budget period runs from May 15, 2025 through August 13, 2025, which captures the tail end of the spring application season and the entirety of the summer application season. This period represents the Company's most important revenue-generating window. Any disruption to the Debtor's operations during thi

20. The Debtor's senior management team is comprised of the following individuals, each of whom plays a critical role in the Company's operations and in the administration of this Chapter 11 case: (a) Derek Calloway — Chief Executive Officer and Manager. Mr. Calloway is responsible for the overall strategic direction of the Company and serves as the sole Manager of the limited liability company. Mr. Calloway has led

21. Each member of the senior management team has committed to remaining with the Company through the Chapter 11 process and is essential to the Debtor's ability to operate its business, execute a successful restructuring, and maximize value for all stakeholders.

IV. PRE-PETITION CAPITAL STRUCTURE A. Overview of Total Indebtedness

22. As of the Petition Date, the Debtor's total pre-petition indebtedness is approximately $489,200,000, consisting of funded debt obligations and trade and other unsecured claims. The following paragraphs describe each component of the Debtor's capital structure in detail. B. First Lien Term Loan

23. The Debtor is party to a First Lien Term Loan Credit Agreement (as amended) with Prairie State Bank, National Association ("Prairie State Bank" or "PSB"), as administrative agent and collateral agent. Prairie State Bank's principal offices are located at 500 Main Street, Suite 1200, Kansas City, Missouri 64105. Key personnel at Prairie State Bank who have been involved in the Debtor's credit relationship include

24. The First Lien Term Loan was originally entered into in November 2021. The facility has an outstanding principal balance of $310,000,000 as of the Petition Date, with a stated maturity date of November 2026. The First Lien Term Loan bears interest at a floating rate equal to the Secured Overnight Financing Rate ("SOFR") plus 450 basis points per annum.

25. The First Lien Term Loan is secured by a first-priority lien on substantially all assets of Greenfield, including, without limitation, all real property, personal property, equipment, inventory, accounts receivable, intellectual property, and general intangibles of the Debtor, subject to the split-collateral arrangement with respect to the ABL Revolving Credit Facility described below. C. ABL Revolving Credit Fac

26. The Debtor is also party to an Asset-Based Lending Revolving Credit Facility (the "ABL Revolver"), with Prairie State Bank, N.A. serving as administrative agent and Hawthorn National Bank and Northland Savings Bank, F.S.B. as participating lenders. The ABL Revolver was originally entered into in March 2023 and has a committed facility size of $95,000,000. As of the Petition Date, the ABL Revolver has an outstandi

27. The ABL Revolver matures in May 2026 and bears interest at SOFR plus 275 basis points per annum. The ABL Revolver is secured by a first-priority lien on the Debtor's receivables and inventory pursuant to a split-collateral arrangement under which the First Lien Term Loan lenders hold a first-priority lien on all other collateral and a second-priority lien on receivables and inventory, while the ABL Revolver lende

28. The Debtor has outstanding Senior Unsecured Notes (the "Notes") in the aggregate principal amount of $84,200,000. The Notes were issued in March 2024 under an indenture (the "Indenture") with Meridian Trust Company serving as indenture trustee. Meridian Trust Company is located at 101 Park Avenue, 20th Floor, New York, New York 10178. The key contact at Meridian Trust Company is Robert Fennimore, Vice President,

29. The Notes bear interest at a fixed rate of 9.50% per annum, payable semi-annually. The Notes mature in March 2027 and are unsecured obligations of the Debtor, ranking pari passu with all other senior unsecured indebtedness. As described more fully below, the Debtor missed its semi-annual interest payment due on March 15, 2025, and the resulting event of default under the Indenture has matured following the expira

30. As of the Petition Date, the Debtor has approximately $22,700,000 in outstanding trade payables and other unsecured obligations, including amounts owed to raw material suppliers, service providers, utility companies, and other general trade creditors. These amounts are unsecured and are not subject to any liens or security interests.

31. Together with the $84,200,000 in Senior Unsecured Notes, the total pool of unsecured claims is approximately $106,900,000. F. Pre-Petition Capital Structure Summary

32. The following table summarizes the Debtor's pre-petition capital structure as of the Petition Date: G. Estimated Enterprise Value

33. Based on preliminary analyses performed by the Debtor's financial advisor, Claridge Advisory Group LLC, and corroborated by the independent appraisal work of Bellwether Valuation Services Inc., the Debtor's estimated enterprise value falls within a range of approximately $280,000,000 to $340,000,000, with an approximate mid-point of $310,000,000. This estimated enterprise value represents a significant shortfall

V. EVENTS LEADING TO THE CHAPTER 11 FILING

34. The Debtor's decision to file for Chapter 11 protection was the product of a confluence of severe operational, market, regulatory, and financial challenges that developed over the course of 2024 and into early 2025. Each of these challenges is described in detail below. A. Operational and Market Challenges

35. Severe Drought Conditions (2024 Growing Season). The 2024 growing season was marked by severe drought conditions across the Midwest and Mid-South — the Debtor's primary markets. Persistent below-average rainfall and above-average temperatures during the spring and summer months significantly reduced crop planting activity across the region. As a result, farmers curtailed their use of herbicides, fungicides, and a

36. Depressed Commodity Pricing. Concurrent with the drought conditions, agricultural commodity prices experienced sustained downward pressure throughout 2024. Corn and soybean prices declined to multi-year lows, reducing farm profitability and further dampening demand for agricultural chemical inputs. When commodity prices are depressed, farmers' margins contract, and their willingness and ability to invest in crop

37. Delayed EPA Re-Registration of ClearGuard XR. ClearGuard XR, the Debtor's flagship proprietary herbicide, has historically been a significant revenue driver for the Company. ClearGuard XR is subject to periodic re-registration by the United States Environmental Protection Agency ("EPA") under the Federal Insecticide, Fungicide, and Rodenticide Act ("FIFRA"). The re-registration process for ClearGuard XR, which wa

38. The combined impact of the drought conditions, depressed commodity pricing, and the ClearGuard XR regulatory delay resulted in a dramatic deterioration in the Debtor's financial performance during fiscal year 2024. Specifically: (a) Revenue. The Debtor's FY 2024 revenue was $612,400,000, representing a significant decline from prior fiscal years and falling well below management's budget and the projections under

39. As of December 31, 2024, the Debtor was in breach of the Total Net Leverage Ratio covenant contained in the First Lien Term Loan Credit Agreement. The covenant required the Debtor to maintain a Total Net Leverage Ratio not exceeding 6.50 to 1.00, measured quarterly. As of December 31, 2024, the Debtor's actual Total Net Leverage Ratio was 9.82 to 1.00, calculated as follows: • Net Debt: $310,000,000 (First Lien T

40. The covenant breach constituted an event of default under the First Lien Term Loan Credit Agreement, which, absent a waiver or forbearance, would have entitled Prairie State Bank, as administrative agent, to exercise its remedies under the credit agreement, including accelerating the outstanding principal balance and foreclosing on the Debtor's assets.

41. On January 31, 2025, following extensive negotiations, the Debtor and Prairie State Bank, N.A., in its capacity as administrative agent under the First Lien Term Loan, executed a Forbearance Agreement pursuant to which the First Lien lenders agreed to forbear from exercising their remedies with respect to the leverage covenant breach for a specified period. The Forbearance Agreement was originally set to expire o

42. In addition to the covenant breach under the First Lien Term Loan, the Debtor was unable to make its full semi-annual interest payment on the Senior Unsecured Notes when it became due on March 15, 2025. The total semi-annual interest payment due under the Indenture was $3,999,500, calculated as follows: • Outstanding Principal: $84,200,000 • Annual Coupon: 9.50% • Semi-Annual Interest Payment: $84,200,000 × 9.50%

43. Of the $3,999,500 due, the Debtor was only able to remit $318,250 to Meridian Trust Company, as indenture trustee, on March 15, 2025, leaving a shortfall of $3,681,250. The partial payment represented the maximum amount that the Debtor could pay while maintaining minimum operating liquidity necessary to fund its ongoing business operations.

44. The Indenture provides for a 30-day grace period following a missed interest payment before an event of default is deemed to have occurred. The 30-day grace period expired on April 14, 2025, and the Debtor was unable to cure the shortfall during the grace period. Accordingly, an event of default under the Indenture has occurred and is continuing as of the Petition Date. E. Cedar Falls Plant Compressor Overhaul

45. In the first quarter of 2025, the Debtor's Cedar Falls manufacturing plant underwent a critical compressor overhaul at a total project cost of $4,200,000. The compressor system is essential to the production of the Company's herbicide and fungicide products at the Cedar Falls facility, and the overhaul was necessary to ensure the continued safe and efficient operation of the plant. The work was performed by Norri

46. By early May 2025, the Debtor faced an untenable situation. The Forbearance Agreement with Prairie State Bank had expired on May 1, 2025, without extension, leaving the First Lien lenders free to exercise their remedies, including acceleration and foreclosure. The Notes payment default had matured following the expiration of the 30-day grace period on April 14, 2025. Cash on hand had declined to $11,800,000 — a l

47. After careful deliberation and in consultation with the Debtor's legal counsel, Calderwood & Harkness LLP, and its financial advisor, Claridge Advisory Group LLC, the Debtor's Manager, Derek Calloway, determined that a filing under Chapter 11 of the Bankruptcy Code was necessary to preserve the business as a going concern, protect the value of the estate for the benefit of all stakeholders, and provide the Debtor

48. Accordingly, on May 15, 2025 (the "Petition Date"), the Debtor filed a voluntary petition for relief under Chapter 11 of Title 11 of the United States Code. The case was assigned Case No. 25-01147 and has been assigned to the Honorable Margaret R. Dunleavy of the United States Bankruptcy Court for the Northern District of Iowa, Cedar Rapids Division. The Debtor continues to operate its business and manage its pro

VI. THE DEBTOR'S IMMEDIATE LIQUIDITY NEEDS A. Cash Position at Filing

49. As of the Petition Date, the Debtor has $11,800,000 in cash on hand. This amount is wholly insufficient to fund the Debtor's ongoing operations, satisfy post-petition obligations as they come due, pay the fees and expenses of the professionals retained in connection with this Chapter 11 case, and maintain the Debtor's manufacturing and distribution infrastructure during the pendency of this case. As detailed in t

50. The Debtor's three manufacturing plants must continue to operate on a continuous basis throughout the Chapter 11 case. The plants cannot be shut down and restarted without incurring prohibitive costs and experiencing significant delays. Chemical manufacturing processes require continuous operation to maintain product quality, prevent degradation of in-process materials, and avoid the time-consuming and expensive

51. The Debtor must continue to procure critical raw materials from its chemical suppliers in order to maintain production. The Debtor relies on a limited number of specialized chemical input suppliers, the top five of which are owed an aggregate of approximately $9,400,000 in pre-petition trade payables. These suppliers provide essential raw materials that are not readily available from alternative sources and, in m

52. Working capital demands are significantly heightened during the second and third quarters due to the seasonal nature of the agricultural chemicals business. During these periods, the Company must fund increased raw material purchases, elevated manufacturing costs associated with higher production volumes, and expanded distribution and logistics expenses. The timing of the Chapter 11 filing — at the commencement o

53. In connection with the preparation for and commencement of this Chapter 11 case, the Debtor has retained or anticipates retaining the following professionals, each of whose fees and expenses will constitute administrative expenses of the estate: (a) Calderwood & Harkness LLP — Debtor's bankruptcy counsel (retention application filed concurrently), Engagement No. 1020-00002. The responsible partner is Nathaniel Bo

54. In addition to the foregoing, the Debtor anticipates that U.S. Trustee quarterly fees will be incurred in connection with this case, estimated at approximately $325,000 per quarter based on the Debtor's projected level of disbursements.