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GREENFIELD AGRICULTURAL PARTNERS LLC 1400 Prairie Ridge Drive Cedar Falls, Iowa 50613

May 22, 2025

VIA ELECTRONIC MAIL AND OVERNIGHT COURIER

Ironclad Capital Partners LP, as Administrative Agent 600 Lexington Avenue, 34th Floor New York, New York 10022

Attention: Kevin Pratt, Vice President, Portfolio Management

cc: Meridian Trust Company, as Collateral Agent 101 Park Avenue, 20th Floor New York, New York 10178

Attention: Robert Fennimore, Vice President, Corporate Trust

cc: Ridgeline Opportunity Fund III LP 200 S. Wacker Drive, Suite 2900 Chicago, Illinois 60606

Attention: Samuel Ostrowski, Managing Director

cc: Bramblewood Credit Advisors LLC 100 Federal Street, Suite 3100 Boston, Massachusetts 02110

Attention: Christine Morel, Principal

cc: Harmon & Keach LLP (Counsel to DIP Agent and Lenders) 51 West 52nd Street New York, New York 10019

Attention: Richard Yeung

cc: Calderwood & Harkness LLP (Debtor's Counsel) 450 Park Avenue New York, New York 10022

Attention: Nathaniel Bower

Re: Borrowing Request — Initial Interim Draw ($80,000,000) Senior Secured Superpriority Debtor-in-Possession Credit Agreement, dated as of May 22, 2025 (the "DIP Credit Agreement"), among Greenfield Agricultural Partners LLC, as Borrower, Ironclad Capital Partners LP, as Administrative Agent, and the Lenders party thereto, with Meridian Trust Company, as Collateral Agent

Dear Mr. Pratt:

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 Partners LP, as administrative agent (in such capacity, together with its successors and permitted assigns in such capacity, the "Administrative Agent"), the lenders from time to time party thereto (the "Lenders"), and Meridian Trust Company, as collateral agent (in such capacity, together with its successors and permitted assigns in such capacity, the "Collateral Agent"). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the DIP Credit Agreement.

The Borrower is an Iowa limited liability company with Employer Identification Number 42-8837291, acting in its capacity as debtor and debtor-in-possession in the chapter 11 case commenced on May 15, 2025, bearing Case No. 25-01147, currently pending before the Honorable Margaret R. Dunleavy, United States Bankruptcy Judge, United States Bankruptcy Court for the Northern District of Iowa (Cedar Rapids Division) (the "Bankruptcy Court" and such case, the "Chapter 11 Case").

Pursuant to Section 2.02 of the DIP Credit Agreement, the Borrower hereby irrevocably requests that the Lenders make a Revolving Loan to the Borrower in the aggregate principal amount of $80,000,000 (Eighty Million Dollars and 00/100) (the "Requested Borrowing"). This Borrowing Request constitutes the Interim Draw authorized under the Interim Order (I) Authorizing Debtor to Obtain Postpetition Financing, (II) Granting Liens and Superpriority Administrative Expense Claims, (III) Granting Adequate Protection, (IV) Modifying the Automatic Stay, and (V) Scheduling a Final Hearing (the "Interim DIP Order"), entered by the Bankruptcy Court on May 22, 2025 [Dkt. No. __].

The Borrower confirms that this Borrowing Request is being delivered in accordance with the notice requirements set forth in Section 2.02 of the DIP Credit Agreement and that all terms and conditions applicable to the Requested Borrowing are as set forth herein and in the DIP Credit Agreement.

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 remaining $95,000,000 (Ninety-Five Million Dollars and 00/100) of the $175,000,000 (One Hundred Seventy-Five Million Dollars and 00/100) total Revolving Loan facility shall become available to the Borrower solely upon entry of the Final DIP Order by the Bankruptcy Court. The final hearing on the DIP Facility is currently scheduled for June 19, 2025, and the Borrower intends to seek entry of the Final DIP Order on or prior to such date.

2.2 Type of Loan

The Requested Borrowing shall be a SOFR Rate Loan, bearing interest at a rate based on Term SOFR (as defined in the DIP Credit Agreement), determined in accordance with the applicable provisions of the DIP Credit Agreement.

2.3 Applicable Interest Rate

The Requested Borrowing shall bear interest at a rate per annum equal to:

Term SOFR plus 850 basis points (8.50%) per annum

SOFR Floor: 4.00% per annum

Effective minimum all-in interest rate: 12.50% per annum (comprised of the 4.00% SOFR Floor plus the 8.50% Applicable Margin)

Interest shall accrue on the outstanding principal amount of the Requested Borrowing from and including the Borrowing Date to but excluding the date of repayment, and shall be computed on the basis of a 360-day year and actual days elapsed, in each case in accordance with the terms of the DIP Credit Agreement. Interest shall be payable in arrears on the last Business Day of each Interest Period and on the Maturity Date.

2.4 Interest Period

The initial Interest Period for the Requested Borrowing shall be:

One (1) month, commencing on May 22, 2025 and ending on June 22, 2025 (or, if June 22, 2025 is not a Business Day, on the next succeeding Business Day, unless such next succeeding Business Day falls in the next calendar month, in which case such Interest Period shall end on the immediately preceding Business Day, in each case as adjusted in accordance with the Modified Following Business Day Convention set forth in Section 2.05 of the DIP Credit Agreement).

At the expiration of the initial Interest Period, the Borrower may elect to continue the Revolving Loan as a SOFR Rate Loan for a subsequent Interest Period of one (1) month, two (2) months, or three (3) months, subject to the terms and conditions of the DIP Credit Agreement, or may convert the Revolving Loan to a Base Rate Loan, in each case by delivering a Continuation/Conversion Notice in accordance with Section 2.04 of the DIP Credit Agreement.

2.5 Requested Borrowing Date

The Requested Borrowing Date is May 22, 2025 (the "Borrowing Date"), which is the date of entry of the Interim DIP Order by the Bankruptcy Court.

2.6 Lender Allocations

Pursuant to Section 2.02 of the DIP Credit Agreement, each Lender shall fund its Pro Rata Share of the Requested Borrowing. The Pro Rata Share of each Lender is determined based on such Lender's Revolving Commitment as a percentage of the aggregate Revolving Commitments under the DIP Credit Agreement. The allocations are as follows:

Each Lender is requested to fund its Pro Rata Share of the Requested Borrowing to the Administrative Agent's account in accordance with Section 3 below and the funds flow instructions set forth in Exhibit A hereto.

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 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 final executed version] Account Number: [To be specified in final executed version] Reference: DIP Facility — Interim Draw / Case No. 25-01147

The Borrower confirms that the foregoing account is the DIP Operating Account designated in the DIP Credit Agreement and the Interim DIP Order and is subject to the deposit account control agreement executed by the Borrower, Prairie State Bank, N.A., and the Collateral Agent. All disbursements from the DIP Operating Account shall be made in accordance with the 13-Week DIP Budget and the cash management provisions of the DIP Credit Agreement and the Interim DIP Order.

3.2 Fee Payments

Closing Fee. In accordance with Section 2.09(a) of the DIP Credit Agreement, the Closing Fee in the aggregate amount of $3,500,000 (Three Million Five Hundred Thousand Dollars and 00/100) is due and payable on the Borrowing Date. The Closing Fee is calculated as 2.00% of the total Revolving Commitments of $175,000,000. The Borrower hereby authorizes and directs the Administrative Agent to deduct the Closing Fee from the gross proceeds of the Requested Borrowing on the Borrowing Date and to distribute the Closing Fee to the Lenders in accordance with their respective Pro Rata Shares as follows:

The Closing Fee, once paid, is fully earned, non-refundable, and not subject to setoff or counterclaim under any circumstances, including but not limited to conversion or dismissal of the Chapter 11 Case.

Net Proceeds. After deduction of the Closing Fee, the net proceeds to be disbursed to the Borrower's DIP Operating Account shall be $76,500,000 (Seventy-Six Million Five Hundred Thousand Dollars and 00/100).

3.3 Wire Transfer Timing

The Borrower respectfully requests that each Lender wire its Pro Rata Share of the Requested Borrowing to the Administrative Agent's account, and that the Administrative Agent thereafter disburse the net proceeds to the Borrower's DIP Operating Account, on the Borrowing Date (May 22, 2025) by no later than 2:00 p.m. (New York City time) in same-day, immediately available funds by federal wire transfer. The Borrower acknowledges that the obligation of each Lender to fund is subject to the satisfaction or waiver of the conditions precedent set forth in Section 4.02 of the DIP Credit Agreement, and that any delay in satisfying such conditions may result in a corresponding delay in the disbursement of loan proceeds.

Detailed wire instructions for each Lender's funding to the Administrative Agent's account, and for the Administrative Agent's subsequent disbursement to the Borrower's DIP Operating Account, are set forth in the Funds Flow Memorandum attached hereto as Exhibit A.

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 Section 4.02 of the DIP Credit Agreement have been satisfied (or, where expressly permitted by the DIP Credit Agreement, waived by the Required Lenders) as of the Borrowing Date, including without limitation each of the following:

(a) Interim DIP Order. The Interim DIP Order has been entered by the Bankruptcy Court on May 22, 2025, which order is in full force and effect, has not been reversed, modified, amended, vacated, or stayed (whether by appeal, motion for reconsideration, or otherwise), and is in form and substance satisfactory to the Administrative Agent and the Required Lenders. The Interim DIP Order authorizes the Borrower to obtain postpetition financing in an aggregate principal amount not to exceed $80,000,000 on an interim basis and grants the liens, superpriority administrative expense claims, and adequate protection contemplated by the DIP Credit Agreement.

(b) Executed Loan Documents. The Administrative Agent has received duly executed counterparts of each of the following Loan Documents, each in form and substance satisfactory to the Administrative Agent and the Required Lenders:

(i) the DIP Credit Agreement;

(ii) the DIP Promissory Notes, issued in favor of each Lender in the following principal amounts: Ironclad Capital Partners LP — $100,000,000; Ridgeline Opportunity Fund III LP — $50,000,000; Bramblewood Credit Advisors LLC — $25,000,000;

(iii) the DIP Security Agreement, granting a first-priority perfected security interest in substantially all personal property of the Borrower;

(iv) the DIP intellectual Property Security Agreement, granting a first-priority perfected security interest in all intellectual property of the Borrower, including patents, trademarks, and trade secrets;

(v) the DIP Pledge Agreement, pledging 100% of the membership interests in each of the Borrower's direct and indirect subsidiaries; and

(vi) Mortgages, Deeds of Trust, Security Agreements, Assignments of Leases and Rents, and Fixture Filings encumbering the Borrower's real property interests at the Cedar Falls, Iowa processing plant, the Decatur, Illinois distribution facility, and the Jonesboro, Arkansas grain elevator and storage complex, each in recordable form and accompanied by duly executed environmental indemnity agreements.

(c) Officer's Certificate. The Administrative Agent has received an Officer's Certificate, dated as of the Borrowing Date, executed by Derek Calloway, Chief Executive Officer and Manager, and Patricia Langford, Chief Financial Officer, of the Borrower, certifying as to (i) the satisfaction of all conditions precedent set forth in Section 4.02 of the DIP Credit Agreement, (ii) the accuracy of all representations and warranties set forth in the DIP Credit Agreement and the other Loan Documents, (iii) the absence of any Default or Event of Default, and (iv) the incumbency and specimen signatures of each officer authorized to execute the Loan Documents and deliver Borrowing Requests and other notices on behalf of the Borrower.

(d) Solvency Certificate. The Administrative Agent has received a Solvency Certificate, dated as of the Borrowing Date, executed by Patricia Langford, Chief Financial Officer, certifying that, after giving effect to the transactions contemplated by the DIP Credit Agreement and the Interim DIP Order (including the incurrence of all indebtedness hereunder and the granting of all liens contemplated hereby), the Borrower (on a post-petition basis and solely with respect to post-petition obligations) is Solvent as defined in the DIP Credit Agreement.

(e) Perfection Certificate. The Administrative Agent has received a Perfection Certificate, dated as of the date of the DIP Credit Agreement, duly executed by an authorized officer of the Borrower, setting forth all information required to perfect the security interests granted under the Loan Documents.

(f) UCC Financing Statements. UCC-1 financing statements have been prepared for filing (or have been filed) in each jurisdiction in which filing is required to perfect the security interests granted under the DIP Security Agreement and the DIP intellectual Property Security Agreement, including the offices of the Secretary of State of the State of Iowa, the Secretary of State of the State of Illinois, and the Secretary of State of the State of Arkansas. The Collateral Agent has confirmed receipt of file-stamped copies or filing confirmations in respect of such financing statements, or the Borrower has authorized the Collateral Agent to file such financing statements upon receipt of the loan proceeds.

(g) 13-Week DIP Budget. The Administrative Agent has received the 13-Week DIP Budget, covering the period from May 15, 2025 through August 13, 2025, which budget has been approved by the Required Lenders and is annexed to and incorporated in the Interim DIP Order. The DIP Budget sets forth, on a weekly basis, all projected cash receipts, operating disbursements, professional fees, adequate protection payments, capital expenditures, and other disbursements of the Borrower for such period.

(h) Evidence of Insurance. The Administrative Agent has received evidence of all insurance required under Section 5.06 of the DIP Credit Agreement, including without limitation the Borrower's directors and officers liability insurance policy (Policy No. SIG-DO-2024-07821, issued by Stonebridge Insurance Group Ltd., with an aggregate limit of $15,000,000), together with endorsements naming the Collateral Agent as additional insured and loss payee, as applicable, in form and substance reasonably satisfactory to the Administrative Agent. The Borrower has also delivered evidence of property and casualty insurance, commercial general liability insurance, and umbrella/excess liability insurance, each naming the Collateral Agent as additional insured and/or loss payee as applicable.

(i) Legal Opinions. The Administrative Agent has received the following favorable legal opinions, each dated as of the Borrowing Date, addressed to the Administrative Agent, the Collateral Agent, and each Lender, and in form and substance satisfactory to the Administrative Agent and its counsel:

(i) the opinion of Calderwood & Harkness LLP, counsel to the Borrower, addressing matters of New York and federal law, including the due authorization, execution, and delivery of the Loan Documents, the enforceability thereof, and the absence of conflicts with applicable law and the Borrower's organizational documents; and

(ii) the opinion of local Iowa counsel, addressing matters of Iowa law, including the due organization and good standing of the Borrower under the laws of the State of Iowa, the perfection and priority of security interests under the Iowa Uniform Commercial Code, and the enforceability of the Mortgages under Iowa law.

(j) Adequate Protection and Priming Consent. The Administrative Agent has received (i) the Adequate Protection Stipulation between Greenfield Agricultural Partners LLC and Prairie State Bank, National Association, in its capacity as agent for the prepetition secured lenders, stipulating to the terms of adequate protection to be provided to the prepetition secured parties, and (ii) the Consent Letter from Prairie State Bank, N.A. (dated May 20, 2025), consenting to the priming of the prepetition liens by the DIP Liens and to the terms and conditions set forth in the DIP Credit Agreement and the Interim DIP Order. The Adequate Protection Stipulation and the Consent Letter are each in full force and effect and have not been revoked, withdrawn, or modified.

(k) Payment of Fees and Expenses. The Borrower has paid (or, with respect to the Closing Fee, has authorized payment from the proceeds of this Borrowing as set forth in Section 3.2 hereof) all accrued and invoiced fees, costs, and expenses of the Administrative Agent and its counsel, Harmon & Keach LLP, as required by Section 4.02(k) of the DIP Credit Agreement, including the Administrative Agent's reasonable and documented out-of-pocket expenses incurred in connection with the negotiation, documentation, and syndication of the DIP Facility.

4.2 Representations and Warranties

The Borrower hereby represents and warrants that all representations and warranties of the Borrower contained in Article III of the DIP Credit Agreement and in the other Loan Documents are true and correct in all material respects (or, in the case of any representation or warranty qualified by materiality or Material Adverse Effect, true and correct in all respects) on and as of the Borrowing Date with the same effect as though made on and as of such date, except to the extent that any such representation or warranty expressly relates to an earlier date, in which case such representation or warranty shall be true and correct in all material respects (or, as applicable, in all respects) as of such earlier date. Without limiting the generality of the foregoing, the Borrower confirms that the representations and warranties set forth in the DIP Credit Agreement with respect to the Borrower's organization, power, and authority, the enforceability of the Loan Documents, the absence of litigation (other than the Chapter 11 Case), environmental compliance, ERISA compliance, tax matters, title to properties, and the accuracy of financial statements and projections previously delivered to the Administrative Agent, are each true and correct in all material respects as of the Borrowing Date.

4.3 No Default

No Event of Default or Default (each as defined in the DIP Credit Agreement) has occurred and is continuing as of the Borrowing Date, and no Event of Default or Default would result from the making of the Requested Borrowing or the application of the proceeds thereof in the manner contemplated by this Borrowing Request, the DIP Credit Agreement, and the Interim DIP Order.

4.4 No Material Adverse Change

Since the Petition Date (May 15, 2025), no event, circumstance, development, or condition has occurred or exists that has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect (as defined in the DIP Credit Agreement) on (a) the business, assets, properties, liabilities (actual or contingent), operations, condition (financial or otherwise), or prospects of the Borrower, (b) the ability of the Borrower to perform its obligations under any Loan Document, (c) the legality, validity, binding effect, or enforceability of any Loan Document, (d) the rights and remedies of the Administrative Agent, the Collateral Agent, or any Lender under any Loan Document, or (e) the validity, perfection, or priority of any Lien granted under any Loan Document.

4.5 Compliance with DIP Budget

The Borrower hereby certifies that, as of the Borrowing Date, the Borrower is in full compliance with the 13-Week DIP Budget and all financial covenants set forth in the DIP Credit Agreement, including the following:

(a) Minimum Liquidity. Pro forma liquidity upon funding of the Interim Draw will be approximately $88,300,000, consisting of approximately $11,800,000 in cash and cash equivalents on hand at the Petition Date, plus the $80,000,000 Interim Draw proceeds, minus the $3,500,000 Closing Fee deducted at funding. This pro forma liquidity level substantially exceeds the minimum liquidity covenant of $15,000,000 set forth in Section 6.12(a) of the DIP Credit Agreement and the Interim DIP Order.

(b) Maximum Cumulative Variance to DIP Budget. As of the Borrowing Date, the Borrower has not exceeded the maximum cumulative variance to the DIP Budget of 15% on a rolling four (4)-week basis, as measured in accordance with Section 6.12(b) of the DIP Credit Agreement. The Borrower will deliver the first Budget Variance Report to the Administrative Agent on the date that is the Thursday following the conclusion of the first full four-week measurement period under the DIP Budget.

(c) Minimum EBITDA. As of the Borrowing Date, EBITDA (as defined in the DIP Credit Agreement) has not fallen below negative $5,000,000 for any rolling four (4)-week period, as measured in accordance with Section 6.12(c) of the DIP Credit Agreement.

4.6 Use of Proceeds

The Borrower hereby certifies that the proceeds of the Requested Borrowing will be used solely for the purposes permitted under Section 5.10 of the DIP Credit Agreement and Paragraph 5 of the Interim DIP Order, and for no other purposes. Specifically, the proceeds of this Borrowing will be used for:

(a) working capital and general corporate purposes of the Borrower in the ordinary course of business, consistent with the DIP Budget, including but not limited to the purchase of grain, seed, and other raw materials, payment of employee wages and benefits, and satisfaction of trade payables arising in the ordinary course;

(b) payment of costs of administration of the Chapter 11 Case, including professional fees and expenses of the Borrower's retained professionals (subject to Bankruptcy Court approval and the terms of the Interim DIP Order);

(c) adequate protection payments to the prepetition secured lenders as required by the Interim DIP Order and the Adequate Protection Stipulation, including current interest payments and reimbursement of professional fees of the prepetition agent and its counsel;

(d) capital expenditures as set forth in the DIP Budget, including maintenance capital expenditures at the Cedar Falls, Decatur, and Jonesboro facilities; and

(e) payment of the Closing Fee and other fees, costs, and expenses arising under the DIP Credit Agreement and the other Loan Documents, as contemplated by Section 3.2 hereof.

No portion of the proceeds of this Borrowing will be used (i) to make any payment in violation of the Interim DIP Order or any other order of the Bankruptcy Court, (ii) to challenge, investigate, or prosecute any claims or causes of action against the Administrative Agent, the Collateral Agent, any Lender, or any of their respective affiliates, (iii) to make any payment on account of prepetition claims (other than as expressly authorized by the Interim DIP Order), or (iv) for any purpose prohibited by Section 5.10 of the DIP Credit Agreement.

4.7 Bankruptcy Case Status

The Borrower certifies that:

(a) The Chapter 11 Case (Case No. 25-01147) is pending before the United States Bankruptcy Court for the Northern District of Iowa (Cedar Rapids Division) and has not been dismissed, converted to a case under chapter 7 of the Bankruptcy Code, or transferred to another district or division.

(b) No trustee, examiner (other than a fee examiner, if any), or receiver has been appointed in the Chapter 11 Case, and no motion or application seeking such appointment is pending before the Bankruptcy Court.

(c) The Borrower remains in full possession and control of its assets and properties and continues to operate its business and manage its affairs as debtor-in-possession pursuant to Sections 1107 and 1108 of title 11 of the United States Code (the "Bankruptcy Code").

(d) No motion to dismiss the Chapter 11 Case, to convert the Chapter 11 Case to a case under chapter 7 of the Bankruptcy Code, or to appoint a trustee or examiner is pending or, to the Borrower's knowledge, threatened.

(e) The automatic stay under Section 362 of the Bankruptcy Code remains in full force and effect, except as modified by the Interim DIP Order and any other orders of the Bankruptcy Court.

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 (subject to any extension agreed to by the Required Lenders in their sole discretion) shall constitute an Event of Default under Section 7.01 of the DIP Credit Agreement. The Borrower further acknowledges that the Administrative Agent and the Lenders have entered into the DIP Credit Agreement in reliance upon, among other things, the Borrower's commitment to achieve the foregoing Milestones within the specified timeframes.

The Borrower represents that, as of the date hereof, it is not aware of any facts, circumstances, or impediments that would prevent or materially delay the achievement of any of the foregoing Milestones.

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 Falls, Iowa 50613 Telephone: (319) 555-4200

Email: j.delacroix@greenfieldagpartners.com

with a copy to:

Monica Huang General Counsel & Secretary Greenfield Agricultural Partners LLC 1400 Prairie Ridge Drive Cedar Falls, Iowa 50613 Telephone: (319) 555-4215

Email: m.huang@greenfieldagpartners.com

and a copy to:

Calderwood & Harkness LLP 450 Park Avenue New York, New York 10022

Attention: Nathaniel Bower and Gabrielle Moss

Telephone: (212) 555-7000

Email: n.bower@calderwoodharkness.com / g.moss@calderwoodharkness.com

For the Administrative Agent:

Kevin Pratt Vice President, Portfolio Management Ironclad Capital Partners LP 600 Lexington Avenue, 34th Floor New York, New York 10022 Telephone: (212) 555-3300

Email: k.pratt@ironcladcapital.com

with a copy to:

Harmon & Keach LLP 51 West 52nd Street New York, New York 10019

Attention: Richard Yeung and Laura Brennan

Telephone: (212) 555-8800

Email: r.yeung@harmonkeach.com / l.brennan@harmonkeach.com

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

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 acknowledges that the Administrative Agent and the Lenders are entitled to rely upon the certifications, representations, and warranties set forth herein in making the Requested Borrowing available to the Borrower.

[Remainder of page intentionally left blank; signature page follows]

SIGNATURE PAGE TO BORROWING REQUEST

IN WITNESS WHEREOF, the undersigned have executed this Borrowing Request as of the date first written above.

GREENFIELD AGRICULTURAL PARTNERS LLC, as Borrower and Debtor-in-Possession

By: ________

Name: Derek Calloway

Title: Chief Executive Officer and Manager

Date: May 22, 2025

By: ________

Name: Patricia Langford

Title: Chief Financial Officer

Date: May 22, 2025

EXHIBIT A

FUNDS FLOW MEMORANDUM

Greenfield Agricultural Partners LLC Senior Secured Superpriority DIP Credit Facility Initial Interim Draw — May 22, 2025

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

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 Account ABA Routing Number: [To be specified in final executed version] Account Number: [To be specified in final executed version] Reference: Greenfield Ag Partners DIP — Lender Funding / [Lender Name]

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

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:

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 accruing as of the Borrowing Date (May 22, 2025) and shall be payable quarterly in arrears on the last Business Day of each fiscal quarter and on the Maturity Date, in accordance with Section 2.09(b) of the DIP Credit Agreement. For the avoidance of doubt, the undrawn Revolving Commitments for purposes of calculating the Unused Line Fee shall not include the $95,000,000 of Revolving Commitments that are not available for borrowing until entry of the Final DIP Order; during the period prior to entry of the Final DIP Order, the Unused Line Fee shall accrue on the undrawn Revolving Commitments that are then available for borrowing (which, following the Interim Draw, shall be $0).

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 Agreement. The Exit Fee is not payable at this time and no deduction or reserve with respect to the Exit Fee shall be made from the proceeds of this Borrowing. The Exit Fee, once earned, is non-refundable and is not subject to setoff, counterclaim, defense, or deduction of any kind.

This Funds Flow Memorandum is attached to and forms a part of the Borrowing Request dated May 22, 2025, delivered by Greenfield Agricultural Partners LLC to Ironclad Capital Partners LP, as Administrative Agent, pursuant to the DIP Credit Agreement. In the event of any conflict between this Funds Flow Memorandum and the DIP Credit Agreement, the terms of the DIP Credit Agreement shall control. All wire instructions set forth herein are subject to final confirmation by the parties prior to the Borrowing Date.

Lender	Total Revolving Commitment	Commitment Percentage	Pro Rata Share of Interim Draw ($80,000,000)
Ironclad Capital Partners LP	$100,000,000	57.14%	$45,714,285.71
Ridgeline Opportunity Fund III LP	$50,000,000	28.57%	$22,857,142.86
Bramblewood Credit Advisors LLC	$25,000,000	14.29%	$11,428,571.43
Total	$175,000,000	100.00%	$80,000,000.00
Lender	Commitment Percentage	Closing Fee Allocation
Ironclad Capital Partners LP	57.14%	$2,000,000.00
Ridgeline Opportunity Fund III LP	28.57%	$1,000,000.00
Bramblewood Credit Advisors LLC	14.29%	$500,000.00
Total	100.00%	$3,500,000.00
Milestone	Required Deadline	Status
Entry of Interim DIP Order	May 22, 2025 (Petition Date + 7 days)	Satisfied (entered May 22, 2025)
Entry of Final DIP Order	June 19, 2025 (Petition Date + 35 days)	Pending — final hearing scheduled
Filing of Plan of Reorganization or Section 363 Sale Motion	October 12, 2025 (Petition Date + 150 days)	Pending
Entry of Confirmation Order or Closing of Section 363 Sale	February 8, 2026 (Petition Date + 270 days)	Pending
Outside Maturity Date	May 15, 2026 (Petition Date + 12 months)	Pending
Item	Amount
Gross Borrowing (Interim Draw)	$80,000,000.00
Less: Closing Fee (retained by Administrative Agent for pro rata distribution to Lenders)	($3,500,000.00)
Net Proceeds to Borrower DIP Operating Account	$76,500,000.00
Lender	Pro Rata Share	Amount to Wire
Ironclad Capital Partners LP	57.14%	$45,714,285.71
Ridgeline Opportunity Fund III LP	28.57%	$22,857,142.86
Bramblewood Credit Advisors LLC	14.29%	$11,428,571.43
Total	100.00%	$80,000,000.00

Lender	Commitment Percentage	Closing Fee Share
Ironclad Capital Partners LP	57.14%	$2,000,000.00
Ridgeline Opportunity Fund III LP	28.57%	$1,000,000.00
Bramblewood Credit Advisors LLC	14.29%	$500,000.00
Total	100.00%	$3,500,000.00

GREENFIELD AGRICULTURAL PARTNERS LLC 1400 Prairie Ridge Drive Cedar Falls, Iowa 50613
May 22, 2025
VIA ELECTRONIC MAIL AND OVERNIGHT COURIER
Ironclad Capital Partners LP, as Administrative Agent 600 Lexington Avenue, 34th Floor New York, New York 10022
Attention: Kevin Pratt, Vice President, Portfolio Management
cc: Meridian Trust Company, as Collateral Agent 101 Park Avenue, 20th Floor New York, New York 10178
Attention: Robert Fennimore, Vice President, Corporate Trust
cc: Ridgeline Opportunity Fund III LP 200 S. Wacker Drive, Suite 2900 Chicago, Illinois 60606
Attention: Samuel Ostrowski, Managing Director
cc: Bramblewood Credit Advisors LLC 100 Federal Street, Suite 3100 Boston, Massachusetts 02110
Attention: Christine Morel, Principal
cc: Harmon & Keach LLP (Counsel to DIP Agent and Lenders) 51 West 52nd Street New York, New York 10019
Attention: Richard Yeung
cc: Calderwood & Harkness LLP (Debtor's Counsel) 450 Park Avenue New York, New York 10022
Attention: Nathaniel Bower
Re: Borrowing Request — Initial Interim Draw ($80,000,000) Senior Secured Superpriority Debtor-in-Possession Credit Agreement, dated as of May 22, 2025 (the "DIP Credit Agreement"), among Greenfield Agricultural Partners LLC, as Borrower, Ironclad Capital Partners LP, as Administrative Agent, and the Lenders party thereto, with Meridian Trust Company, as Collateral Agent
Dear Mr. Pratt:
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 Partners LP, as administrative agent (in such capacity, together with its successors and permitted assigns in such capacity, the "Administrative Agent"), the lenders from time to time party thereto (the "Lenders"), and Meridian Trust Company, as collateral agent (in such capacity, together with its successors and permitted assigns in such capacity, the "Collateral Agent"). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the DIP Credit Agreement.
The Borrower is an Iowa limited liability company with Employer Identification Number 42-8837291, acting in its capacity as debtor and debtor-in-possession in the chapter 11 case commenced on May 15, 2025, bearing Case No. 25-01147, currently pending before the Honorable Margaret R. Dunleavy, United States Bankruptcy Judge, United States Bankruptcy Court for the Northern District of Iowa (Cedar Rapids Division) (the "Bankruptcy Court" and such case, the "Chapter 11 Case").
Pursuant to Section 2.02 of the DIP Credit Agreement, the Borrower hereby irrevocably requests that the Lenders make a Revolving Loan to the Borrower in the aggregate principal amount of $80,000,000 (Eighty Million Dollars and 00/100) (the "Requested Borrowing"). This Borrowing Request constitutes the Interim Draw authorized under the Interim Order (I) Authorizing Debtor to Obtain Postpetition Financing, (II) Granting Liens and Superpriority Administrative Expense Claims, (III) Granting Adequate Protection, (IV) Modifying the Automatic Stay, and (V) Scheduling a Final Hearing (the "Interim DIP Order"), entered by the Bankruptcy Court on May 22, 2025 [Dkt. No. __].
The Borrower confirms that this Borrowing Request is being delivered in accordance with the notice requirements set forth in Section 2.02 of the DIP Credit Agreement and that all terms and conditions applicable to the Requested Borrowing are as set forth herein and in the DIP Credit Agreement.
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 remaining $95,000,000 (Ninety-Five Million Dollars and 00/100) of the $175,000,000 (One Hundred Seventy-Five Million Dollars and 00/100) total Revolving Loan facility shall become available to the Borrower solely upon entry of the Final DIP Order by the Bankruptcy Court. The final hearing on the DIP Facility is currently scheduled for June 19, 2025, and the Borrower intends to seek entry of the Final DIP Order on or prior to such date.
2.2 Type of Loan
The Requested Borrowing shall be a SOFR Rate Loan, bearing interest at a rate based on Term SOFR (as defined in the DIP Credit Agreement), determined in accordance with the applicable provisions of the DIP Credit Agreement.
2.3 Applicable Interest Rate
The Requested Borrowing shall bear interest at a rate per annum equal to:
Term SOFR plus 850 basis points (8.50%) per annum
SOFR Floor: 4.00% per annum
Effective minimum all-in interest rate: 12.50% per annum (comprised of the 4.00% SOFR Floor plus the 8.50% Applicable Margin)
Interest shall accrue on the outstanding principal amount of the Requested Borrowing from and including the Borrowing Date to but excluding the date of repayment, and shall be computed on the basis of a 360-day year and actual days elapsed, in each case in accordance with the terms of the DIP Credit Agreement. Interest shall be payable in arrears on the last Business Day of each Interest Period and on the Maturity Date.
2.4 Interest Period
The initial Interest Period for the Requested Borrowing shall be:
One (1) month, commencing on May 22, 2025 and ending on June 22, 2025 (or, if June 22, 2025 is not a Business Day, on the next succeeding Business Day, unless such next succeeding Business Day falls in the next calendar month, in which case such Interest Period shall end on the immediately preceding Business Day, in each case as adjusted in accordance with the Modified Following Business Day Convention set forth in Section 2.05 of the DIP Credit Agreement).
At the expiration of the initial Interest Period, the Borrower may elect to continue the Revolving Loan as a SOFR Rate Loan for a subsequent Interest Period of one (1) month, two (2) months, or three (3) months, subject to the terms and conditions of the DIP Credit Agreement, or may convert the Revolving Loan to a Base Rate Loan, in each case by delivering a Continuation/Conversion Notice in accordance with Section 2.04 of the DIP Credit Agreement.
2.5 Requested Borrowing Date
The Requested Borrowing Date is May 22, 2025 (the "Borrowing Date"), which is the date of entry of the Interim DIP Order by the Bankruptcy Court.
2.6 Lender Allocations
Pursuant to Section 2.02 of the DIP Credit Agreement, each Lender shall fund its Pro Rata Share of the Requested Borrowing. The Pro Rata Share of each Lender is determined based on such Lender's Revolving Commitment as a percentage of the aggregate Revolving Commitments under the DIP Credit Agreement. The allocations are as follows:
Each Lender is requested to fund its Pro Rata Share of the Requested Borrowing to the Administrative Agent's account in accordance with Section 3 below and the funds flow instructions set forth in Exhibit A hereto.
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 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 final executed version] Account Number: [To be specified in final executed version] Reference: DIP Facility — Interim Draw / Case No. 25-01147
The Borrower confirms that the foregoing account is the DIP Operating Account designated in the DIP Credit Agreement and the Interim DIP Order and is subject to the deposit account control agreement executed by the Borrower, Prairie State Bank, N.A., and the Collateral Agent. All disbursements from the DIP Operating Account shall be made in accordance with the 13-Week DIP Budget and the cash management provisions of the DIP Credit Agreement and the Interim DIP Order.
3.2 Fee Payments
Closing Fee. In accordance with Section 2.09(a) of the DIP Credit Agreement, the Closing Fee in the aggregate amount of $3,500,000 (Three Million Five Hundred Thousand Dollars and 00/100) is due and payable on the Borrowing Date. The Closing Fee is calculated as 2.00% of the total Revolving Commitments of $175,000,000. The Borrower hereby authorizes and directs the Administrative Agent to deduct the Closing Fee from the gross proceeds of the Requested Borrowing on the Borrowing Date and to distribute the Closing Fee to the Lenders in accordance with their respective Pro Rata Shares as follows:
The Closing Fee, once paid, is fully earned, non-refundable, and not subject to setoff or counterclaim under any circumstances, including but not limited to conversion or dismissal of the Chapter 11 Case.
Net Proceeds. After deduction of the Closing Fee, the net proceeds to be disbursed to the Borrower's DIP Operating Account shall be $76,500,000 (Seventy-Six Million Five Hundred Thousand Dollars and 00/100).
3.3 Wire Transfer Timing
The Borrower respectfully requests that each Lender wire its Pro Rata Share of the Requested Borrowing to the Administrative Agent's account, and that the Administrative Agent thereafter disburse the net proceeds to the Borrower's DIP Operating Account, on the Borrowing Date (May 22, 2025) by no later than 2:00 p.m. (New York City time) in same-day, immediately available funds by federal wire transfer. The Borrower acknowledges that the obligation of each Lender to fund is subject to the satisfaction or waiver of the conditions precedent set forth in Section 4.02 of the DIP Credit Agreement, and that any delay in satisfying such conditions may result in a corresponding delay in the disbursement of loan proceeds.
Detailed wire instructions for each Lender's funding to the Administrative Agent's account, and for the Administrative Agent's subsequent disbursement to the Borrower's DIP Operating Account, are set forth in the Funds Flow Memorandum attached hereto as Exhibit A.
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 Section 4.02 of the DIP Credit Agreement have been satisfied (or, where expressly permitted by the DIP Credit Agreement, waived by the Required Lenders) as of the Borrowing Date, including without limitation each of the following:
(a) Interim DIP Order. The Interim DIP Order has been entered by the Bankruptcy Court on May 22, 2025, which order is in full force and effect, has not been reversed, modified, amended, vacated, or stayed (whether by appeal, motion for reconsideration, or otherwise), and is in form and substance satisfactory to the Administrative Agent and the Required Lenders. The Interim DIP Order authorizes the Borrower to obtain postpetition financing in an aggregate principal amount not to exceed $80,000,000 on an interim basis and grants the liens, superpriority administrative expense claims, and adequate protection contemplated by the DIP Credit Agreement.
(b) Executed Loan Documents. The Administrative Agent has received duly executed counterparts of each of the following Loan Documents, each in form and substance satisfactory to the Administrative Agent and the Required Lenders:
(i) the DIP Credit Agreement;
(ii) the DIP Promissory Notes, issued in favor of each Lender in the following principal amounts: Ironclad Capital Partners LP — $100,000,000; Ridgeline Opportunity Fund III LP — $50,000,000; Bramblewood Credit Advisors LLC — $25,000,000;
(iii) the DIP Security Agreement, granting a first-priority perfected security interest in substantially all personal property of the Borrower;
(iv) the DIP intellectual Property Security Agreement, granting a first-priority perfected security interest in all intellectual property of the Borrower, including patents, trademarks, and trade secrets;
(v) the DIP Pledge Agreement, pledging 100% of the membership interests in each of the Borrower's direct and indirect subsidiaries; and
(vi) Mortgages, Deeds of Trust, Security Agreements, Assignments of Leases and Rents, and Fixture Filings encumbering the Borrower's real property interests at the Cedar Falls, Iowa processing plant, the Decatur, Illinois distribution facility, and the Jonesboro, Arkansas grain elevator and storage complex, each in recordable form and accompanied by duly executed environmental indemnity agreements.
(c) Officer's Certificate. The Administrative Agent has received an Officer's Certificate, dated as of the Borrowing Date, executed by Derek Calloway, Chief Executive Officer and Manager, and Patricia Langford, Chief Financial Officer, of the Borrower, certifying as to (i) the satisfaction of all conditions precedent set forth in Section 4.02 of the DIP Credit Agreement, (ii) the accuracy of all representations and warranties set forth in the DIP Credit Agreement and the other Loan Documents, (iii) the absence of any Default or Event of Default, and (iv) the incumbency and specimen signatures of each officer authorized to execute the Loan Documents and deliver Borrowing Requests and other notices on behalf of the Borrower.
(d) Solvency Certificate. The Administrative Agent has received a Solvency Certificate, dated as of the Borrowing Date, executed by Patricia Langford, Chief Financial Officer, certifying that, after giving effect to the transactions contemplated by the DIP Credit Agreement and the Interim DIP Order (including the incurrence of all indebtedness hereunder and the granting of all liens contemplated hereby), the Borrower (on a post-petition basis and solely with respect to post-petition obligations) is Solvent as defined in the DIP Credit Agreement.
(e) Perfection Certificate. The Administrative Agent has received a Perfection Certificate, dated as of the date of the DIP Credit Agreement, duly executed by an authorized officer of the Borrower, setting forth all information required to perfect the security interests granted under the Loan Documents.
(f) UCC Financing Statements. UCC-1 financing statements have been prepared for filing (or have been filed) in each jurisdiction in which filing is required to perfect the security interests granted under the DIP Security Agreement and the DIP intellectual Property Security Agreement, including the offices of the Secretary of State of the State of Iowa, the Secretary of State of the State of Illinois, and the Secretary of State of the State of Arkansas. The Collateral Agent has confirmed receipt of file-stamped copies or filing confirmations in respect of such financing statements, or the Borrower has authorized the Collateral Agent to file such financing statements upon receipt of the loan proceeds.
(g) 13-Week DIP Budget. The Administrative Agent has received the 13-Week DIP Budget, covering the period from May 15, 2025 through August 13, 2025, which budget has been approved by the Required Lenders and is annexed to and incorporated in the Interim DIP Order. The DIP Budget sets forth, on a weekly basis, all projected cash receipts, operating disbursements, professional fees, adequate protection payments, capital expenditures, and other disbursements of the Borrower for such period.
(h) Evidence of Insurance. The Administrative Agent has received evidence of all insurance required under Section 5.06 of the DIP Credit Agreement, including without limitation the Borrower's directors and officers liability insurance policy (Policy No. SIG-DO-2024-07821, issued by Stonebridge Insurance Group Ltd., with an aggregate limit of $15,000,000), together with endorsements naming the Collateral Agent as additional insured and loss payee, as applicable, in form and substance reasonably satisfactory to the Administrative Agent. The Borrower has also delivered evidence of property and casualty insurance, commercial general liability insurance, and umbrella/excess liability insurance, each naming the Collateral Agent as additional insured and/or loss payee as applicable.
(i) Legal Opinions. The Administrative Agent has received the following favorable legal opinions, each dated as of the Borrowing Date, addressed to the Administrative Agent, the Collateral Agent, and each Lender, and in form and substance satisfactory to the Administrative Agent and its counsel:
(i) the opinion of Calderwood & Harkness LLP, counsel to the Borrower, addressing matters of New York and federal law, including the due authorization, execution, and delivery of the Loan Documents, the enforceability thereof, and the absence of conflicts with applicable law and the Borrower's organizational documents; and
(ii) the opinion of local Iowa counsel, addressing matters of Iowa law, including the due organization and good standing of the Borrower under the laws of the State of Iowa, the perfection and priority of security interests under the Iowa Uniform Commercial Code, and the enforceability of the Mortgages under Iowa law.
(j) Adequate Protection and Priming Consent. The Administrative Agent has received (i) the Adequate Protection Stipulation between Greenfield Agricultural Partners LLC and Prairie State Bank, National Association, in its capacity as agent for the prepetition secured lenders, stipulating to the terms of adequate protection to be provided to the prepetition secured parties, and (ii) the Consent Letter from Prairie State Bank, N.A. (dated May 20, 2025), consenting to the priming of the prepetition liens by the DIP Liens and to the terms and conditions set forth in the DIP Credit Agreement and the Interim DIP Order. The Adequate Protection Stipulation and the Consent Letter are each in full force and effect and have not been revoked, withdrawn, or modified.
(k) Payment of Fees and Expenses. The Borrower has paid (or, with respect to the Closing Fee, has authorized payment from the proceeds of this Borrowing as set forth in Section 3.2 hereof) all accrued and invoiced fees, costs, and expenses of the Administrative Agent and its counsel, Harmon & Keach LLP, as required by Section 4.02(k) of the DIP Credit Agreement, including the Administrative Agent's reasonable and documented out-of-pocket expenses incurred in connection with the negotiation, documentation, and syndication of the DIP Facility.
4.2 Representations and Warranties
The Borrower hereby represents and warrants that all representations and warranties of the Borrower contained in Article III of the DIP Credit Agreement and in the other Loan Documents are true and correct in all material respects (or, in the case of any representation or warranty qualified by materiality or Material Adverse Effect, true and correct in all respects) on and as of the Borrowing Date with the same effect as though made on and as of such date, except to the extent that any such representation or warranty expressly relates to an earlier date, in which case such representation or warranty shall be true and correct in all material respects (or, as applicable, in all respects) as of such earlier date. Without limiting the generality of the foregoing, the Borrower confirms that the representations and warranties set forth in the DIP Credit Agreement with respect to the Borrower's organization, power, and authority, the enforceability of the Loan Documents, the absence of litigation (other than the Chapter 11 Case), environmental compliance, ERISA compliance, tax matters, title to properties, and the accuracy of financial statements and projections previously delivered to the Administrative Agent, are each true and correct in all material respects as of the Borrowing Date.
4.3 No Default
No Event of Default or Default (each as defined in the DIP Credit Agreement) has occurred and is continuing as of the Borrowing Date, and no Event of Default or Default would result from the making of the Requested Borrowing or the application of the proceeds thereof in the manner contemplated by this Borrowing Request, the DIP Credit Agreement, and the Interim DIP Order.
4.4 No Material Adverse Change
Since the Petition Date (May 15, 2025), no event, circumstance, development, or condition has occurred or exists that has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect (as defined in the DIP Credit Agreement) on (a) the business, assets, properties, liabilities (actual or contingent), operations, condition (financial or otherwise), or prospects of the Borrower, (b) the ability of the Borrower to perform its obligations under any Loan Document, (c) the legality, validity, binding effect, or enforceability of any Loan Document, (d) the rights and remedies of the Administrative Agent, the Collateral Agent, or any Lender under any Loan Document, or (e) the validity, perfection, or priority of any Lien granted under any Loan Document.
4.5 Compliance with DIP Budget
The Borrower hereby certifies that, as of the Borrowing Date, the Borrower is in full compliance with the 13-Week DIP Budget and all financial covenants set forth in the DIP Credit Agreement, including the following:
(a) Minimum Liquidity. Pro forma liquidity upon funding of the Interim Draw will be approximately $88,300,000, consisting of approximately $11,800,000 in cash and cash equivalents on hand at the Petition Date, plus the $80,000,000 Interim Draw proceeds, minus the $3,500,000 Closing Fee deducted at funding. This pro forma liquidity level substantially exceeds the minimum liquidity covenant of $15,000,000 set forth in Section 6.12(a) of the DIP Credit Agreement and the Interim DIP Order.
(b) Maximum Cumulative Variance to DIP Budget. As of the Borrowing Date, the Borrower has not exceeded the maximum cumulative variance to the DIP Budget of 15% on a rolling four (4)-week basis, as measured in accordance with Section 6.12(b) of the DIP Credit Agreement. The Borrower will deliver the first Budget Variance Report to the Administrative Agent on the date that is the Thursday following the conclusion of the first full four-week measurement period under the DIP Budget.
(c) Minimum EBITDA. As of the Borrowing Date, EBITDA (as defined in the DIP Credit Agreement) has not fallen below negative $5,000,000 for any rolling four (4)-week period, as measured in accordance with Section 6.12(c) of the DIP Credit Agreement.
4.6 Use of Proceeds
The Borrower hereby certifies that the proceeds of the Requested Borrowing will be used solely for the purposes permitted under Section 5.10 of the DIP Credit Agreement and Paragraph 5 of the Interim DIP Order, and for no other purposes. Specifically, the proceeds of this Borrowing will be used for:
(a) working capital and general corporate purposes of the Borrower in the ordinary course of business, consistent with the DIP Budget, including but not limited to the purchase of grain, seed, and other raw materials, payment of employee wages and benefits, and satisfaction of trade payables arising in the ordinary course;
(b) payment of costs of administration of the Chapter 11 Case, including professional fees and expenses of the Borrower's retained professionals (subject to Bankruptcy Court approval and the terms of the Interim DIP Order);
(c) adequate protection payments to the prepetition secured lenders as required by the Interim DIP Order and the Adequate Protection Stipulation, including current interest payments and reimbursement of professional fees of the prepetition agent and its counsel;
(d) capital expenditures as set forth in the DIP Budget, including maintenance capital expenditures at the Cedar Falls, Decatur, and Jonesboro facilities; and
(e) payment of the Closing Fee and other fees, costs, and expenses arising under the DIP Credit Agreement and the other Loan Documents, as contemplated by Section 3.2 hereof.
No portion of the proceeds of this Borrowing will be used (i) to make any payment in violation of the Interim DIP Order or any other order of the Bankruptcy Court, (ii) to challenge, investigate, or prosecute any claims or causes of action against the Administrative Agent, the Collateral Agent, any Lender, or any of their respective affiliates, (iii) to make any payment on account of prepetition claims (other than as expressly authorized by the Interim DIP Order), or (iv) for any purpose prohibited by Section 5.10 of the DIP Credit Agreement.
4.7 Bankruptcy Case Status
The Borrower certifies that:
(a) The Chapter 11 Case (Case No. 25-01147) is pending before the United States Bankruptcy Court for the Northern District of Iowa (Cedar Rapids Division) and has not been dismissed, converted to a case under chapter 7 of the Bankruptcy Code, or transferred to another district or division.
(b) No trustee, examiner (other than a fee examiner, if any), or receiver has been appointed in the Chapter 11 Case, and no motion or application seeking such appointment is pending before the Bankruptcy Court.
(c) The Borrower remains in full possession and control of its assets and properties and continues to operate its business and manage its affairs as debtor-in-possession pursuant to Sections 1107 and 1108 of title 11 of the United States Code (the "Bankruptcy Code").
(d) No motion to dismiss the Chapter 11 Case, to convert the Chapter 11 Case to a case under chapter 7 of the Bankruptcy Code, or to appoint a trustee or examiner is pending or, to the Borrower's knowledge, threatened.
(e) The automatic stay under Section 362 of the Bankruptcy Code remains in full force and effect, except as modified by the Interim DIP Order and any other orders of the Bankruptcy Court.
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 (subject to any extension agreed to by the Required Lenders in their sole discretion) shall constitute an Event of Default under Section 7.01 of the DIP Credit Agreement. The Borrower further acknowledges that the Administrative Agent and the Lenders have entered into the DIP Credit Agreement in reliance upon, among other things, the Borrower's commitment to achieve the foregoing Milestones within the specified timeframes.
The Borrower represents that, as of the date hereof, it is not aware of any facts, circumstances, or impediments that would prevent or materially delay the achievement of any of the foregoing Milestones.
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 Falls, Iowa 50613 Telephone: (319) 555-4200
Email: j.delacroix@greenfieldagpartners.com
with a copy to:
Monica Huang General Counsel & Secretary Greenfield Agricultural Partners LLC 1400 Prairie Ridge Drive Cedar Falls, Iowa 50613 Telephone: (319) 555-4215
Email: m.huang@greenfieldagpartners.com
and a copy to:
Calderwood & Harkness LLP 450 Park Avenue New York, New York 10022
Attention: Nathaniel Bower and Gabrielle Moss
Telephone: (212) 555-7000
Email: n.bower@calderwoodharkness.com / g.moss@calderwoodharkness.com
For the Administrative Agent:
Kevin Pratt Vice President, Portfolio Management Ironclad Capital Partners LP 600 Lexington Avenue, 34th Floor New York, New York 10022 Telephone: (212) 555-3300
Email: k.pratt@ironcladcapital.com
with a copy to:
Harmon & Keach LLP 51 West 52nd Street New York, New York 10019
Attention: Richard Yeung and Laura Brennan
Telephone: (212) 555-8800
Email: r.yeung@harmonkeach.com / l.brennan@harmonkeach.com
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
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 acknowledges that the Administrative Agent and the Lenders are entitled to rely upon the certifications, representations, and warranties set forth herein in making the Requested Borrowing available to the Borrower.
[Remainder of page intentionally left blank; signature page follows]
SIGNATURE PAGE TO BORROWING REQUEST
IN WITNESS WHEREOF, the undersigned have executed this Borrowing Request as of the date first written above.
GREENFIELD AGRICULTURAL PARTNERS LLC, as Borrower and Debtor-in-Possession
By: ________
Name: Derek Calloway
Title: Chief Executive Officer and Manager
Date: May 22, 2025
By: ________
Name: Patricia Langford
Title: Chief Financial Officer
Date: May 22, 2025
EXHIBIT A
FUNDS FLOW MEMORANDUM
Greenfield Agricultural Partners LLC Senior Secured Superpriority DIP Credit Facility Initial Interim Draw — May 22, 2025
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
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 Account ABA Routing Number: [To be specified in final executed version] Account Number: [To be specified in final executed version] Reference: Greenfield Ag Partners DIP — Lender Funding / [Lender Name]
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
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 final executed version] Account Number: [To be specified in final executed version] Reference: DIP Facility — Interim Draw Net Proceeds / Case No. 25-01147
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 accruing as of the Borrowing Date (May 22, 2025) and shall be payable quarterly in arrears on the last Business Day of each fiscal quarter and on the Maturity Date, in accordance with Section 2.09(b) of the DIP Credit Agreement. For the avoidance of doubt, the undrawn Revolving Commitments for purposes of calculating the Unused Line Fee shall not include the $95,000,000 of Revolving Commitments that are not available for borrowing until entry of the Final DIP Order; during the period prior to entry of the Final DIP Order, the Unused Line Fee shall accrue on the undrawn Revolving Commitments that are then available for borrowing (which, following the Interim Draw, shall be $0).
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 Agreement. The Exit Fee is not payable at this time and no deduction or reserve with respect to the Exit Fee shall be made from the proceeds of this Borrowing. The Exit Fee, once earned, is non-refundable and is not subject to setoff, counterclaim, defense, or deduction of any kind.
This Funds Flow Memorandum is attached to and forms a part of the Borrowing Request dated May 22, 2025, delivered by Greenfield Agricultural Partners LLC to Ironclad Capital Partners LP, as Administrative Agent, pursuant to the DIP Credit Agreement. In the event of any conflict between this Funds Flow Memorandum and the DIP Credit Agreement, the terms of the DIP Credit Agreement shall control. All wire instructions set forth herein are subject to final confirmation by the parties prior to the Borrowing Date.
Lender | Total Revolving Commitment | Commitment Percentage | Pro Rata Share of Interim Draw ($80,000,000)
Ironclad Capital Partners LP | $100,000,000 | 57.14% | $45,714,285.71
Ridgeline Opportunity Fund III LP | $50,000,000 | 28.57% | $22,857,142.86
Bramblewood Credit Advisors LLC | $25,000,000 | 14.29% | $11,428,571.43
Total | $175,000,000 | 100.00% | $80,000,000.00
Lender | Commitment Percentage | Closing Fee Allocation
Ironclad Capital Partners LP | 57.14% | $2,000,000.00
Ridgeline Opportunity Fund III LP | 28.57% | $1,000,000.00
Bramblewood Credit Advisors LLC | 14.29% | $500,000.00
Total | 100.00% | $3,500,000.00
Milestone | Required Deadline | Status
Entry of Interim DIP Order | May 22, 2025 (Petition Date + 7 days) | Satisfied (entered May 22, 2025)
Entry of Final DIP Order | June 19, 2025 (Petition Date + 35 days) | Pending — final hearing scheduled
Filing of Plan of Reorganization or Section 363 Sale Motion | October 12, 2025 (Petition Date + 150 days) | Pending
Entry of Confirmation Order or Closing of Section 363 Sale | February 8, 2026 (Petition Date + 270 days) | Pending
Outside Maturity Date | May 15, 2026 (Petition Date + 12 months) | Pending
Item | Amount
Gross Borrowing (Interim Draw) | $80,000,000.00
Less: Closing Fee (retained by Administrative Agent for pro rata distribution to Lenders) | ($3,500,000.00)
Net Proceeds to Borrower DIP Operating Account | $76,500,000.00
Lender | Pro Rata Share | Amount to Wire
Ironclad Capital Partners LP | 57.14% | $45,714,285.71
Ridgeline Opportunity Fund III LP | 28.57% | $22,857,142.86
Bramblewood Credit Advisors LLC | 14.29% | $11,428,571.43
Total | 100.00% | $80,000,000.00
Lender | Commitment Percentage | Closing Fee Share
Ironclad Capital Partners LP | 57.14% | $2,000,000.00
Ridgeline Opportunity Fund III LP | 28.57% | $1,000,000.00
Bramblewood Credit Advisors LLC | 14.29% | $500,000.00
Total | 100.00% | $3,500,000.00

GREENFIELD AGRICULTURAL PARTNERS LLC 1400 Prairie Ridge Drive Cedar Falls, Iowa 50613

VIA ELECTRONIC MAIL AND OVERNIGHT COURIER

SIGNATURE PAGE TO BORROWING REQUEST

EXHIBIT A

FUNDS FLOW MEMORANDUM

Record

Parties

Dates

Amounts