1020-00002 · Client 1020 · Closing

officers-certificate-interim-draw.docx DOCUMENT Finance & Banking

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OFFICER'S CERTIFICATE

(Pursuant to Section 4.01 of the DIP Credit Agreement)

Conditions Precedent to Initial Borrowing Under the Senior Secured Superpriority Debtor-in-Possession Credit Agreement

May 22, 2025

This Officer's Certificate (this "Certificate") is delivered in connection with the 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, a Delaware limited partnership, as Administrative Agent (in such capacity, the "Administrative Agent"), Meridian Trust Company, a New York-chartered trust company, as Collateral Agent (in such capacity, the "Collateral Agent"), and the Lenders party thereto from time to time (collectively, the "Lenders").

Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the DIP Credit Agreement. All section references herein, unless otherwise indicated, are to sections of the DIP Credit Agreement.

Section 1. Identity of Certifying Officers

The undersigned hereby certify as follows:

1. Derek Calloway is the Chief Executive Officer and Manager of Greenfield Agricultural Partners LLC, duly appointed to such offices in accordance with the Operating Agreement of the Borrower and authorized to act on behalf of the Borrower in connection with the DIP Facility and the transactions contemplated by the DIP Loan Documents.

2. Patricia Langford is the Chief Financial Officer of Greenfield Agricultural Partners LLC, duly appointed to such office in accordance with the Operating Agreement of the Borrower and authorized to act on behalf of the Borrower in connection with the DIP Facility and the transactions contemplated by the DIP Loan Documents.

Each of the undersigned is delivering this Certificate in his or her capacity as a duly authorized officer of the Borrower, and not in any individual capacity. Each of the undersigned has personal knowledge of the matters certified herein or has made due inquiry of persons within the Borrower's organization and among its professional advisors who have personal knowledge of such matters. Each of the undersigned has reviewed the DIP Credit Agreement, the other DIP Loan Documents, and the Interim Order (as defined below) and is familiar with the conditions precedent set forth therein.

Section 2. Purpose of Certificate

This Certificate is delivered pursuant to Section 4.01 (Conditions Precedent to Initial Borrowing) of the DIP Credit Agreement. The purpose of this Certificate is to certify the satisfaction (or, where applicable, the waiver by the Administrative Agent and the Required Lenders) of each condition precedent to the initial borrowing of Eighty Million Dollars ($80,000,000) (the "Interim Draw") under the DIP Credit Agreement.

The Interim Draw is being made in connection with the Borrowing Request dated May 22, 2025, which was duly delivered by the Borrower to the Administrative Agent in accordance with Section 2.03 of the DIP Credit Agreement. The Interim Draw represents the maximum amount authorized to be borrowed on an interim basis pursuant to the Interim DIP Order entered by the Bankruptcy Court on the date hereof.

The undersigned understand that, pursuant to Section 4.01 of the DIP Credit Agreement, the obligation of each Lender to fund its pro rata share of the Interim Draw is conditioned upon, among other things, the receipt by the Administrative Agent of this Certificate, duly executed by the Chief Executive Officer and the Chief Financial Officer of the Borrower, certifying as to the matters set forth herein.

Section 3. Representations and Warranties

The undersigned hereby certify that each of the representations and warranties of the Borrower set forth in Article V (Representations and Warranties) of the DIP Credit Agreement and in each other DIP Loan Document (as defined in the DIP Credit Agreement, including, without limitation, the DIP Security Agreement, the DIP intellectual Property Security Agreement, the DIP Pledge Agreement, the Mortgages, and the Perfection Certificate) is true and correct in all material respects as of the date hereof, as though made on and as of the date hereof; provided, that with respect to any representation or warranty that is itself qualified by materiality or Material Adverse Effect (or any similar qualifier), such representation or warranty is true and correct in all respects as of the date hereof; and provided, further, that to the extent any such representation or warranty expressly relates to an earlier date, such representation or warranty was true and correct in all material respects (or in all respects, as applicable, to the extent qualified by materiality or Material Adverse Effect) as of such earlier date.

Without limiting the generality of the foregoing, the undersigned specifically certify that the following representations and warranties remain true and correct as of the date hereof:

(a) Organization and Good Standing. The Borrower is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Iowa. The Borrower has all requisite limited liability company power and authority to own, lease, and operate its properties and assets and to carry on its business as presently conducted.

(b) Principal Place of Business. The Borrower's principal place of business and chief executive office is located at 1400 Prairie Ridge Drive, Cedar Falls, Iowa 50613.

(d) Registered Agent. The Borrower's registered agent for service of process in the State of Iowa is Capitol Registered Agents Inc., 400 E. Court Avenue, Suite 200, Des Moines, Iowa 50309.

(e) Due Authorization. The execution, delivery, and performance of the DIP Credit Agreement and each of the other DIP Loan Documents have been duly authorized by all necessary limited liability company action on the part of the Borrower, including the adoption of resolutions by the Manager and members of the Borrower authorizing the DIP Facility and all transactions contemplated thereby. No further consent, approval, or authorization on the part of the Borrower or its members or managers is required for the Borrower to execute, deliver, and perform its obligations under the DIP Loan Documents.

(f) Enforceability. The DIP Credit Agreement and each other DIP Loan Document to which the Borrower is a party constitute the legal, valid, and binding obligations of the Borrower, enforceable against the Borrower in accordance with their respective terms, subject in each case to (i) the provisions of the Bankruptcy Code, (ii) the terms and conditions of the Interim Order (and, upon its entry, the Final DIP Order), and (iii) applicable bankruptcy, insolvency, reorganization, moratorium, and other similar laws affecting creditors' rights generally and general principles of equity (whether considered in a proceeding at law or in equity).

(g) Governmental Approvals. No consent, approval, authorization, or order of, or filing or registration with, any governmental authority or regulatory body is required in connection with the execution, delivery, and performance by the Borrower of the DIP Loan Documents or the consummation of the transactions contemplated thereby, other than (i) the entry of the Interim DIP Order and the Final DIP Order, (ii) routine UCC financing statement filings in the applicable filing jurisdictions, and (iii) routine mortgage and deed of trust recordings in the real property recording offices in Black Hawk County, Iowa; Macon County, Illinois; and Craighead County, Arkansas, in each case which have been or will be timely made.

(h) Title to Collateral. The Borrower has good and marketable title to all collateral described in the DIP Security Agreement, the DIP intellectual Property Security Agreement, and the Mortgages (collectively, the "DIP Collateral"), free and clear of all liens, claims, encumbrances, and other interests of any kind, other than (i) Permitted Liens (as defined in the DIP Credit Agreement) and (ii) liens that are subordinated to the DIP Liens pursuant to the Interim Order.

(i) Financial Statements. The Borrower's financial statements previously delivered to the Administrative Agent and the Lenders, including the audited financial statements of the Borrower for the fiscal year ended December 31, 2024, prepared by Holloway & Birch LLP, were prepared in accordance with generally accepted accounting principles in the United States ("GAAP") applied on a consistent basis throughout the periods covered thereby (except as otherwise noted therein) and fairly present in all material respects the financial condition, results of operations, and cash flows of the Borrower as of the dates and for the periods indicated therein.

(j) Historical Financial Performance. For the fiscal year ended December 31, 2024: (i) the Borrower's consolidated revenue was Six Hundred Twelve Million Four Hundred Thousand Dollars ($612,400,000), and (ii) the Borrower's consolidated EBITDA (as defined in and calculated in accordance with the DIP Credit Agreement) was Thirty-Eight Million Seven Hundred Thousand Dollars ($38,700,000).

(k) Pre-Petition Funded Indebtedness. Total pre-petition funded indebtedness of the Borrower as of the Petition Date is approximately Four Hundred Eighty-Nine Million Two Hundred Thousand Dollars ($489,200,000), consisting of the following:

(i) Three Hundred Ten Million Dollars ($310,000,000) outstanding under the First Lien Term Loan, for which Prairie State Bank, N.A. serves as administrative agent;

(ii) Seventy-Two Million Three Hundred Thousand Dollars ($72,300,000) drawn on the Ninety-Five Million Dollar ($95,000,000) pre-petition Asset-Based Lending Revolving Credit Facility, for which Prairie State Bank, N.A. serves as administrative agent and Hawthorn National Bank and Northland Savings Bank, F.S.B. serve as participating lenders;

(iii) Eighty-Four Million Two Hundred Thousand Dollars ($84,200,000) in aggregate principal amount of the Borrower's 9.50% Senior Unsecured Notes due March 2027, for which Meridian Trust Company serves as indenture trustee; and

(iv) approximately Twenty-Two Million Seven Hundred Thousand Dollars ($22,700,000) of trade payables and other general unsecured claims.

(l) Directors' and Officers' Liability Insurance. The Borrower maintains directors' and officers' liability insurance under Policy No. SIG-DO-2024-07821, issued by Stonebridge Insurance Group Ltd., with an aggregate policy limit of Fifteen Million Dollars ($15,000,000). Such policy remains in full force and effect as of the date hereof, has not been cancelled, terminated, or materially amended, and all premiums due and payable thereunder have been paid.

(m) No Material Adverse Effect. No Material Adverse Effect (as defined in the DIP Credit Agreement) has occurred since the Petition Date (May 15, 2025). The Borrower's business operations have continued in the ordinary course since the Petition Date, and no event has occurred that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect on the Borrower's business, operations, properties, condition (financial or otherwise), or prospects, or on the ability of the Borrower to perform its obligations under the DIP Loan Documents.

Section 4. No Default

The undersigned hereby certify that no Default or Event of Default (each as defined in the DIP Credit Agreement) has occurred and is continuing as of the date hereof, and no Default or Event of Default would result from the making of the Interim Draw or the application of the proceeds thereof in accordance with the DIP Credit Agreement and the Interim Order.

Without limiting the generality of the foregoing, the undersigned specifically confirm each of the following:

(a) Milestone Compliance. The Borrower is in compliance with all applicable milestones set forth in Section 6.14 of the DIP Credit Agreement. In particular, the DIP Credit Agreement requires that the Interim DIP Order be entered by the Bankruptcy Court within five (5) business days of the Petition Date (May 15, 2025). The Interim Order was entered by the Bankruptcy Court on May 22, 2025, which is the fifth business day following the Petition Date. The Borrower is therefore in compliance with such milestone.

(b) No Termination Event. No Termination Event (as defined in the DIP Credit Agreement) has occurred as of the date hereof, including, without limitation, (i) no conversion of the Chapter 11 case to a case under Chapter 7 of the Bankruptcy Code, (ii) no dismissal of the Chapter 11 case, (iii) no appointment of a trustee, examiner, or responsible person in the Chapter 11 case, (iv) no filing by the Borrower of a plan of reorganization or liquidation that is not reasonably acceptable to the Required Lenders, (v) no stay, reversal, modification, or vacatur of the Interim Order, and (vi) no cessation of business operations by the Borrower.

(c) Negative Covenant Compliance. The Borrower has not violated any of the negative covenants set forth in Article VII of the DIP Credit Agreement, including, without limitation, the restrictions on (i) the incurrence of additional indebtedness, (ii) the creation of additional liens, (iii) investments, acquisitions, and capital expenditures outside the DIP Budget (subject to permitted variances), (iv) asset dispositions, (v) restricted payments, (vi) transactions with affiliates, (vii) modifications to pre-petition debt documents without the consent of the Administrative Agent, and (viii) changes to the Borrower's fiscal year, organizational documents, or line of business.

(d) Litigation. No material litigation, arbitration, governmental investigation, or other adversary proceeding has been commenced or, to the Borrower's knowledge, threatened against the Borrower or any of its properties or assets that is not otherwise disclosed in the schedules, statements, and pleadings filed in the Chapter 11 case. The Borrower's Chapter 11 case is styled In re Greenfield Agricultural Partners LLC, Case No. 25-01147, and is pending in the United States Bankruptcy Court for the Northern District of Iowa, Cedar Rapids Division, before the Honorable Margaret R. Dunleavy, United States Bankruptcy Judge.

Section 5. Financial Covenant Compliance (Initial Certification)

The undersigned hereby certify that, as of the date hereof, the Borrower is in compliance with each financial covenant set forth in Section 7.15 of the DIP Credit Agreement, as follows:

(a) Minimum Liquidity

Cash on hand of the Borrower as of the Petition Date (May 15, 2025) was Eleven Million Eight Hundred Thousand Dollars ($11,800,000). Giving effect to the Interim Draw of Eighty Million Dollars ($80,000,000) and the deduction of the closing fee of Three Million Five Hundred Thousand Dollars ($3,500,000) and estimated day-one professional retainers and other closing costs, Liquidity (defined in the DIP Credit Agreement as the sum of (x) unrestricted cash and cash equivalents of the Borrower held in deposit accounts subject to control agreements in favor of the Collateral Agent plus (y) undrawn and available commitments under the DIP Facility) will be approximately Ninety-One Million Eight Hundred Thousand Dollars ($91,800,000) on a pro forma basis immediately following the funding of the Interim Draw. This amount exceeds the minimum Liquidity covenant of Fifteen Million Dollars ($15,000,000) required at all times under Section 7.15(a) of the DIP Credit Agreement.

The undersigned note that, following the funding of the Interim Draw, undrawn availability under the DIP Facility will be zero dollars ($0), as the Interim Draw exhausts the full amount authorized for borrowing under the Interim Order. Upon entry of the Final DIP Order (currently targeted for June 19, 2025), an additional Ninety-Five Million Dollars ($95,000,000) of availability under the DIP Facility will become available to the Borrower, subject to the satisfaction of the conditions precedent set forth in Section 4.02 of the DIP Credit Agreement. However, based on the projections set forth in the approved 13-week DIP Budget (the "DIP Budget"), cash balances of the Borrower are expected to remain well in excess of the Fifteen Million Dollar ($15,000,000) minimum Liquidity threshold throughout the 13-week budget period, with projected ending cash of Fifty-Six Million Seven Hundred Fifty Thousand Dollars ($56,750,000) at Week 13.

(b) Maximum Cumulative Variance to Budget

The initial 13-week DIP Budget, covering the period from May 15, 2025 through August 13, 2025, has been delivered to and approved by the Administrative Agent in accordance with Section 6.01(a) of the DIP Credit Agreement. A copy of the approved DIP Budget is attached as Exhibit A to the Interim Order. The Borrower is required, commencing with the second full week after the Petition Date, to deliver weekly variance reports demonstrating that actual operating receipts and operating disbursements do not deviate from the DIP Budget by more than the permitted cumulative variance thresholds (negative 15% for receipts on a cumulative basis; positive 10% for disbursements on a cumulative four-week rolling basis, in each case tested weekly). As of the date of this Certificate, the first weekly test period has not yet completed, and accordingly no variance to the DIP Budget exists. The Borrower anticipates delivering its first weekly variance report on or before the date required under the DIP Credit Agreement.

The DIP Credit Agreement requires the Borrower to maintain minimum EBITDA (as defined and calculated in accordance with Section 7.15(c) of the DIP Credit Agreement) tested on a rolling four-week basis, with the first test period commencing on the Petition Date. As of the date hereof, the first rolling four-week EBITDA test period has not yet completed. Based on the projections set forth in the approved DIP Budget, the Borrower anticipates that it will be in compliance with the minimum EBITDA covenant when such covenant is first tested. The DIP Budget reflects projected net operating cash flow of negative Five Million Nine Hundred Thousand Dollars ($5,900,000) for Weeks 1 through 4 of the budget period. When adjusted for non-cash items (including, without limitation, depreciation and amortization of approximately Four Million Seven Hundred Thousand Dollars ($4,700,000) for the four-week period), the resulting EBITDA figure is expected to be within the negative Five Million Dollar ($5,000,000) EBITDA floor established under Section 7.15(c) of the DIP Credit Agreement.

Section 6. Entry of Court Orders

The undersigned hereby certify that the following court orders have been entered, and the following proceedings have occurred, in connection with the DIP Facility:

The interim order (the "Interim DIP Order" or the "Interim Order") was entered by the Honorable Margaret R. Dunleavy, United States Bankruptcy Judge, United States Bankruptcy Court for the Northern District of Iowa (Cedar Rapids Division), in the Chapter 11 case styled In re Greenfield Agricultural Partners LLC, Case No. 25-01147, on May 22, 2025.

The Interim DIP Order, among other things:

(a) Authorizes the Borrower to borrow up to Eighty Million Dollars ($80,000,000) on an interim basis under the DIP Credit Agreement, pending a final hearing on the DIP Facility;

(b) Grants the DIP Lenders allowed superpriority administrative expense claim status under Section 364(c)(1) of the Bankruptcy Code, with priority over all administrative expenses and claims of the kind specified in Sections 503(b), 507(a), and 507(b) of the Bankruptcy Code, subject only to the carve-out described below;

(c) Grants first-priority priming liens on all pre-petition collateral in favor of the Collateral Agent (for the benefit of the Administrative Agent and the DIP Lenders) pursuant to Section 364(d) of the Bankruptcy Code, senior in priority to all existing liens, including the liens securing the pre-petition First Lien Term Loan and the pre-petition ABL Revolver;

(d) Grants first-priority liens on all previously unencumbered assets of the Borrower and the estate in favor of the Collateral Agent (for the benefit of the Administrative Agent and the DIP Lenders) pursuant to Sections 364(c)(2) and 364(c)(3) of the Bankruptcy Code;

(e) Approves the adequate protection package for pre-petition secured lenders (including Prairie State Bank, N.A., as administrative agent under the pre-petition First Lien Term Loan and the pre-petition ABL Revolver, and Hawthorn National Bank and Northland Savings Bank, F.S.B., as participants under the ABL Revolver), consisting of:

(i) replacement liens on all DIP Collateral, junior and subordinate in all respects to the DIP Liens and the carve-out;

(ii) allowed superpriority administrative expense claims under Section 507(b) of the Bankruptcy Code, junior and subordinate to the DIP superpriority administrative expense claims;

(iii) current-pay interest at the non-default contract rate under the applicable pre-petition credit agreements (SOFR plus 450 basis points for the First Lien Term Loan); and

(iv) monthly financial reporting and budget variance reporting by the Borrower;

(f) Establishes a carve-out for professional fees and expenses in the following amounts: (i) Two Million Five Hundred Thousand Dollars ($2,500,000) for fees and expenses of estate professionals retained pursuant to Sections 327 and 1103 of the Bankruptcy Code, and (ii) Five Hundred Thousand Dollars ($500,000) for fees payable to the United States Trustee under 28 U.S.C. § 1930, for an aggregate post-trigger carve-out of Three Million Dollars ($3,000,000). The carve-out is triggered upon the delivery of a Carve-Out Trigger Notice by the Administrative Agent;

(g) Approves the 13-week DIP Budget attached as Exhibit A thereto; and

(h) Schedules a final hearing on the DIP Facility (the "Final DIP Hearing") within thirty-five (35) days of the Petition Date, with a target date of June 19, 2025.

The Interim DIP Order has not been stayed, reversed, modified, vacated, or overturned. The Interim DIP Order is in full force and effect as of the date hereof, and no motion or appeal seeking to stay, reverse, modify, or vacate the Interim DIP Order has been filed. To the Borrower's knowledge, no party in interest has indicated an intention to file any such motion or appeal.

Section 7. Delivery of Required Documents

The undersigned hereby certify that the following documents and deliverables have been delivered (or, where expressly noted, will be delivered simultaneously with or promptly following the Interim Draw) to the Administrative Agent and/or the Collateral Agent, as applicable, in satisfaction of the conditions precedent set forth in Section 4.01 of the DIP Credit Agreement:

1. DIP Credit Agreement. The DIP Credit Agreement, dated as of May 22, 2025, duly executed and delivered by all parties thereto, including Greenfield Agricultural Partners LLC (as Borrower), Ironclad Capital Partners LP (as Administrative Agent and Lender), Ridgeline Opportunity Fund III LP (as Lender), Bramblewood Credit Advisors LLC (as Lender), and Meridian Trust Company (as Collateral Agent).

2. DIP Promissory Note — Ironclad Capital Partners LP. DIP Promissory Note in the principal amount of One Hundred Million Dollars ($100,000,000), payable to the order of Ironclad Capital Partners LP, duly executed and delivered by the Borrower.

3. DIP Promissory Note — Ridgeline Opportunity Fund III LP. DIP Promissory Note in the principal amount of Fifty Million Dollars ($50,000,000), payable to the order of Ridgeline Opportunity Fund III LP, duly executed and delivered by the Borrower.

4. DIP Promissory Note — Bramblewood Credit Advisors LLC. DIP Promissory Note in the principal amount of Twenty-Five Million Dollars ($25,000,000), payable to the order of Bramblewood Credit Advisors LLC, duly executed and delivered by the Borrower.

5. DIP Security Agreement. The DIP Security Agreement, duly executed and delivered by Greenfield Agricultural Partners LLC (as Grantor) in favor of Meridian Trust Company (as Collateral Agent), granting first-priority priming security interests and liens on substantially all assets of the Borrower, including, without limitation, all accounts, inventory, equipment, general intangibles, deposit accounts, investment property, commercial tort claims, instruments, chattel paper, letter-of-credit rights, and all proceeds and products of the foregoing.

6. DIP Pledge Agreement. The DIP Pledge Agreement, duly executed and delivered by the Borrower, pledging all membership interests, equity interests, and ownership interests of the Borrower in favor of the Collateral Agent.

7. DIP intellectual Property Security Agreement. The DIP intellectual Property Security Agreement, duly executed and delivered by the Borrower in favor of the Collateral Agent, granting a security interest in all patents, patent applications, trademarks, trademark applications and registrations (including, without limitation, the ClearGuard XR® brand and related marks), copyrights, copyright registrations and applications, trade secrets, proprietary technology, and all related intellectual property and licenses.

8. Mortgage — Cedar Falls Plant (Iowa). Mortgage, Assignment of Leases and Rents, and Security Agreement relating to the Borrower's real property located at 1400 Prairie Ridge Drive, Cedar Falls, Iowa 50613 (the "Cedar Falls Plant"), duly executed and delivered by the Borrower in favor of the Collateral Agent, governed by the laws of the State of Iowa and in form suitable for recording in the real property records of Black Hawk County, Iowa.

9. Mortgage — Decatur Plant (Illinois). Mortgage, Assignment of Leases and Rents, and Security Agreement relating to the Borrower's real property located at 2200 Industrial Boulevard, Decatur, Illinois 62521 (the "Decatur Plant"), duly executed and delivered by the Borrower in favor of the Collateral Agent, governed by the laws of the State of Illinois and in form suitable for recording in the real property records of Macon County, Illinois.

10. Mortgage — Jonesboro Plant (Arkansas). Mortgage, Assignment of Leases and Rents, and Security Agreement relating to the Borrower's real property located at 815 County Road 740, Jonesboro, Arkansas 72401 (the "Jonesboro Plant"), duly executed and delivered by the Borrower in favor of the Collateral Agent, governed by the laws of the State of Arkansas and in form suitable for recording in the real property records of Craighead County, Arkansas.

11. Perfection Certificate. The Perfection Certificate, duly executed and delivered by the Borrower, identifying (i) all filing jurisdictions (including the Iowa Secretary of State as the organizational jurisdiction for UCC filings), (ii) the Borrower's organizational details (Iowa limited liability company; EIN 42-8837291), (iii) all locations of tangible collateral (Cedar Falls, Iowa; Decatur, Illinois; Jonesboro, Arkansas; and the research and development farm located at 4500 University Boulevard, Ames, Iowa (the "Ames R&D Farm")), (iv) all deposit accounts and securities accounts of the Borrower, (v) all letter-of-credit rights, and (vi) all intellectual property registrations of the Borrower (including U.S. Patent and Trademark Office and U.S. Copyright Office filings).

12. UCC-1 Financing Statements. UCC-1 Financing Statements naming the Borrower as debtor and the Collateral Agent as secured party, filed or to be filed in (i) the Iowa Secretary of State (organizational jurisdiction), and (ii) as applicable, the Illinois Secretary of State, the Arkansas Secretary of State, and the Iowa Secretary of State (collateral location filings), in each case covering all personal property collateral described in the DIP Security Agreement and the DIP intellectual Property Security Agreement.

13. Solvency Certificate. The Solvency Certificate, executed and delivered by Patricia Langford, Chief Financial Officer of the Borrower, certifying that, after giving effect to the DIP Facility and the Interim Draw and the application of the proceeds thereof, the Borrower is solvent on a going-concern basis (exclusive of the value of avoidance actions under Chapter 5 of the Bankruptcy Code and subject to the customary assumptions and qualifications set forth therein).

14. Borrowing Request. The Borrowing Request, dated May 22, 2025, duly executed and delivered by an authorized officer of the Borrower to the Administrative Agent, requesting an initial borrowing in the amount of Eighty Million Dollars ($80,000,000) under the DIP Credit Agreement.

15. 13-Week DIP Budget. The initial 13-week DIP Budget covering the period from May 15, 2025 through August 13, 2025, which has been approved by the Administrative Agent and is attached as Exhibit A to the Interim Order. The DIP Budget reflects the following summary financial projections for the 13-week period:

16. Organizational Documents and Resolutions. Certified copies of (i) the Certificate of Organization of Greenfield Agricultural Partners LLC, as filed with the Iowa Secretary of State, (ii) the Operating Agreement of Greenfield Agricultural Partners LLC (as amended through the date hereof), and (iii) resolutions duly adopted by the Manager and the members of the Borrower authorizing the entry into and performance of the DIP Facility and all transactions contemplated by the DIP Loan Documents, including the granting of the DIP Liens and the DIP superpriority administrative expense claims.

17. Good Standing Certificates. Certificates of good standing (or the functional equivalent thereof) issued by the Secretary of State of each of the following jurisdictions in which the Borrower is organized or qualified to do business, each dated within thirty (30) days of the date hereof: (i) the State of Iowa (organizational jurisdiction), (ii) the State of Illinois, and (iii) the State of Arkansas.

18. Consent Letter — Pre-Petition First Lien Agent. The Consent Letter, dated May 20, 2025, from Prairie State Bank, N.A. (in its capacity as administrative agent under the pre-petition First Lien Term Loan), signed by Thomas Whitaker, Senior Vice President, Loan Workout Group, consenting to the priming of pre-petition first-priority liens by the DIP Facility liens, subject to and in accordance with the adequate protection terms set forth in the Interim Order.

19. Adequate Protection Stipulation. The Adequate Protection Stipulation between the Borrower and Prairie State Bank, N.A. (in its capacity as administrative agent under the pre-petition First Lien Term Loan and the pre-petition ABL Revolver, on behalf of itself and the pre-petition secured lenders), duly filed with the Bankruptcy Court and incorporated by reference in the Interim Order.

20. Intercreditor Agreement. The Intercreditor Agreement, duly executed and delivered by Ironclad Capital Partners LP (in its capacity as Administrative Agent under the DIP Credit Agreement) and Prairie State Bank, N.A. (in its capacity as administrative agent under the pre-petition First Lien Credit Agreement), governing the relative rights, priorities, and remedies of the DIP Lenders and the pre-petition secured lenders with respect to the DIP Collateral and the adequate protection liens.

21. Evidence of Insurance. Certificates of insurance demonstrating the maintenance by the Borrower of all insurance policies required under Section 6.06 of the DIP Credit Agreement, including (i) directors' and officers' liability insurance under Policy No. SIG-DO-2024-07821, issued by Stonebridge Insurance Group Ltd., with an aggregate policy limit of Fifteen Million Dollars ($15,000,000), (ii) commercial general liability insurance, (iii) all-risk property and casualty insurance covering all real and personal property of the Borrower (including the Cedar Falls Plant, the Decatur Plant, and the Jonesboro Plant), (iv) business interruption insurance, and (v) environmental liability insurance. Each such insurance policy names (or will be endorsed to name) the Collateral Agent as loss payee and/or additional insured, as applicable.

22. Opinions of Counsel. Legal opinions delivered by Calderwood & Harkness LLP (debtor's counsel; principal office: 450 Park Avenue, New York, New York 10022; Iowa office: 801 Grand Avenue, Suite 3300, Des Moines, Iowa 50309), addressed to the Administrative Agent, the Collateral Agent, and each Lender, opining as to (i) the due organization and valid existence of the Borrower, (ii) the due authorization, execution, and delivery of the DIP Loan Documents by the Borrower, (iii) the enforceability of the DIP Loan Documents against the Borrower (subject to customary qualifications and assumptions), (iv) the creation and attachment of valid security interests in the DIP Collateral, and (v) such other matters as are customary for transactions of this nature.

23. This Officer's Certificate. This Certificate, duly executed and delivered by the Chief Executive Officer and the Chief Financial Officer of the Borrower.

24. Closing Fee Payment Instructions. Written instructions for the payment of the closing fee in the amount of Three Million Five Hundred Thousand Dollars ($3,500,000) (representing 2.00% of the total DIP commitments of One Hundred Seventy-Five Million Dollars ($175,000,000)), to be funded from and netted against the proceeds of the Interim Draw and paid to the Administrative Agent for the ratable benefit of the Lenders, in accordance with the fee letter between the Borrower and the Administrative Agent.

Section 8. Borrowing Details

The undersigned hereby certify the following details of the Interim Draw:

Borrowing Amount: Eighty Million Dollars ($80,000,000), representing the maximum amount authorized to be borrowed on an interim basis under the Interim Order.

Allocation Among Lenders. The Interim Draw shall be funded by each Lender in accordance with its pro rata share (based on each Lender's respective commitment percentage under the DIP Credit Agreement), as follows:

Interest Rate. The Interim Draw shall bear interest at a per annum rate equal to Term SOFR plus 850 basis points (8.50%), subject to a Term SOFR floor of 4.00%. Accordingly, the minimum all-in interest rate applicable to the Interim Draw is 12.50% per annum. Interest shall be calculated on the basis of a 360-day year and actual days elapsed, and shall be payable monthly in arrears in accordance with Section 2.07 of the DIP Credit Agreement.

Borrowing Date. May 22, 2025.

Remaining Availability. Following the funding of the Interim Draw, the remaining availability under the DIP Facility shall be Ninety-Five Million Dollars ($95,000,000), which amount shall become available to the Borrower upon and subject to the entry of the Final DIP Order by the Bankruptcy Court (target date: June 19, 2025) and the satisfaction of the conditions precedent set forth in Section 4.02 of the DIP Credit Agreement.

Funds Flow. The proceeds of the Interim Draw shall be deposited into the Borrower's designated deposit account at Prairie State Bank, N.A. (Account No. XXXXXXX7429, ABA No. 073000545), in accordance with the funds flow memorandum dated May 22, 2025, which has been delivered to and approved by the Administrative Agent. The closing fee of Three Million Five Hundred Thousand Dollars ($3,500,000) shall be netted from the proceeds of the Interim Draw. The net amount deposited to the Borrower's account shall be Seventy-Six Million Five Hundred Thousand Dollars ($76,500,000).

Section 9. Additional Confirmations

The undersigned further certify and confirm as follows:

(a) Pending Chapter 11 Case. The Borrower's Chapter 11 case, styled In re Greenfield Agricultural Partners LLC, Case No. 25-01147, remains 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 otherwise terminated.

(b) No Trustee, Examiner, or Receiver. No trustee, examiner, or receiver has been appointed in the Chapter 11 case, and no motion or application seeking such appointment is pending, nor has any party in interest, to the Borrower's knowledge, indicated an intention to file any such motion or application.

(c) Debtor-in-Possession Status. The Borrower continues to operate its business and manage its properties as a debtor-in-possession pursuant to Sections 1107 and 1108 of the Bankruptcy Code. The Borrower has not taken any action, and no event has occurred, that would result in the termination or limitation of the Borrower's rights and powers as a debtor-in-possession under the Bankruptcy Code.

(d) Operations. The Borrower had approximately 2,300 employees as of the Petition Date and continues to maintain active operations at three manufacturing plants (Cedar Falls, Iowa; Decatur, Illinois; and Jonesboro, Arkansas), fourteen (14) regional distribution centers across the Midwest and Southern United States, and the 640-acre research and development farm located at 4500 University Boulevard, Ames, Iowa. Operations at each facility are continuing in the ordinary course of business.

(e) Retained Professionals. The Borrower has retained the following professionals in connection with the Chapter 11 case, in each case subject to Bankruptcy Court approval pursuant to Sections 327 and 328 of the Bankruptcy Code where required:

(i) Calderwood & Harkness LLP (Nathaniel Bower, Responsible Partner; Engagement No. 1020-00002) as bankruptcy counsel to the Borrower;

(ii) Claridge Advisory Group LLC (Nolan Ashworth, Managing Director) as financial advisor and restructuring advisor to the Borrower;

(iii) Holloway & Birch LLP (Andrew Sorensen, Audit Partner) as auditor and tax advisor to the Borrower; and

(iv) Bellwether Valuation Services Inc. (Gregory Pineda, Senior Managing Director) as appraiser to the Borrower.

(f) No Material Adverse Effect. The Borrower is not aware of any Material Adverse Effect (as defined in the DIP Credit Agreement) having occurred since the Petition Date. The Borrower's business continues to operate in the ordinary course, and no event or circumstance has occurred that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect on the Borrower's business, operations, financial condition, assets, or liabilities, or on the ability of the Borrower to perform its obligations under any DIP Loan Document.

(g) Good Faith Preparation of DIP Budget. The DIP Budget has been prepared by the Borrower and its financial advisor, Claridge Advisory Group LLC, in good faith and is based on assumptions and estimates that the Borrower believes to be reasonable as of the date hereof, taking into account the Borrower's historical operating performance, current market conditions, and the anticipated impact of the Chapter 11 filing on the Borrower's business and operations. The Borrower acknowledges that the DIP Budget is a projection and that actual results may differ from the DIP Budget, and that the DIP Budget is subject to the variance testing provisions of the DIP Credit Agreement.

Section 10. Reliance

This Certificate is delivered for the benefit of, and may be relied upon by, the Administrative Agent, the Collateral Agent, and each Lender under the DIP Credit Agreement, in each case in connection with the Interim Draw and the transactions contemplated by the DIP Credit Agreement and the other DIP Loan Documents.

The undersigned understand and acknowledge that the Administrative Agent and the Lenders are relying on the accuracy and completeness of the certifications, representations, and confirmations contained herein in making available to the Borrower the proceeds of the Interim Draw. The undersigned further acknowledge that the making of any materially false or misleading certification herein may constitute an Event of Default under the DIP Credit Agreement and may give rise to other legal consequences.

Section 11. Governing Law

This Certificate shall be governed by, and construed and enforced in accordance with, the laws of the State of New York, without regard to principles of conflicts of law that would result in the application of the laws of any other jurisdiction (consistent with Section 10.09 of the DIP Credit Agreement), except to the extent that the Bankruptcy Code and orders of the Bankruptcy Court, including the Interim Order and (upon entry) the Final DIP Order, are applicable.

[Remainder of page intentionally left blank. Signature page follows.]

SIGNATURE PAGE TO OFFICER'S CERTIFICATE (Conditions Precedent to Interim Draw)

IN WITNESS WHEREOF, the undersigned have executed this Officer's Certificate as of the date first written above.

GREENFIELD AGRICULTURAL PARTNERS LLC

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

EXHIBITS AND ATTACHMENTS

The following exhibits and attachments are referenced in, and are delivered together with or separately in connection with, this Officer's Certificate:

Exhibit A: Copy of the entered Interim DIP Order (Dkt. No. [●]), filed May 22, 2025, in In re Greenfield Agricultural Partners LLC, Case No. 25-01147 (Bankr. N.D. Iowa), including the approved 13-Week DIP Budget attached thereto as Exhibit A to the Interim Order.

Exhibit B: Closing Checklist, prepared and maintained by Calderwood & Harkness LLP, debtor's counsel, showing the current status of all conditions precedent deliverables required under Section 4.01 of the DIP Credit Agreement, indicating whether each deliverable has been marked as "Delivered," "Delivered at Closing," or "To Be Delivered Post-Closing" (with applicable deadlines noted), as of the date hereof.

This Officer's Certificate, together with the exhibits and attachments referenced herein, is confidential and is being delivered pursuant to the terms of the DIP Credit Agreement. Distribution of this Certificate and the information contained herein is limited to the Administrative Agent, the Collateral Agent, the Lenders, and their respective counsel and advisors.

Line Item	Amount
Total Operating Receipts	$129,600,000
Total Operating Disbursements	($133,900,000)
Net Operating Cash Flow	($4,300,000)
Restructuring Professional Fees	($16,100,000)
Debt Service / Adequate Protection Payments	($11,050,000)
Capital Expenditures	($3,600,000)
Total Net Cash Outflow	($35,050,000)
Beginning Cash (Petition Date)	$11,800,000
DIP Interim Draw Proceeds (net of closing fee)	$80,000,000
Ending Cash (Week 13)	$56,750,000
Lender	Commitment	Commitment Percentage	Pro Rata Share of Interim Draw
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

OFFICER'S CERTIFICATE
(Pursuant to Section 4.01 of the DIP Credit Agreement)
Conditions Precedent to Initial Borrowing Under the Senior Secured Superpriority Debtor-in-Possession Credit Agreement
May 22, 2025
This Officer's Certificate (this "Certificate") is delivered in connection with the 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, a Delaware limited partnership, as Administrative Agent (in such capacity, the "Administrative Agent"), Meridian Trust Company, a New York-chartered trust company, as Collateral Agent (in such capacity, the "Collateral Agent"), and the Lenders party thereto from time to time (collectively, the "Lenders").
Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the DIP Credit Agreement. All section references herein, unless otherwise indicated, are to sections of the DIP Credit Agreement.
Section 1. Identity of Certifying Officers
The undersigned hereby certify as follows:
1.  Derek Calloway is the Chief Executive Officer and Manager of Greenfield Agricultural Partners LLC, duly appointed to such offices in accordance with the Operating Agreement of the Borrower and authorized to act on behalf of the Borrower in connection with the DIP Facility and the transactions contemplated by the DIP Loan Documents.
2.  Patricia Langford is the Chief Financial Officer of Greenfield Agricultural Partners LLC, duly appointed to such office in accordance with the Operating Agreement of the Borrower and authorized to act on behalf of the Borrower in connection with the DIP Facility and the transactions contemplated by the DIP Loan Documents.
Each of the undersigned is delivering this Certificate in his or her capacity as a duly authorized officer of the Borrower, and not in any individual capacity. Each of the undersigned has personal knowledge of the matters certified herein or has made due inquiry of persons within the Borrower's organization and among its professional advisors who have personal knowledge of such matters. Each of the undersigned has reviewed the DIP Credit Agreement, the other DIP Loan Documents, and the Interim Order (as defined below) and is familiar with the conditions precedent set forth therein.
Section 2. Purpose of Certificate
This Certificate is delivered pursuant to Section 4.01 (Conditions Precedent to Initial Borrowing) of the DIP Credit Agreement. The purpose of this Certificate is to certify the satisfaction (or, where applicable, the waiver by the Administrative Agent and the Required Lenders) of each condition precedent to the initial borrowing of Eighty Million Dollars ($80,000,000) (the "Interim Draw") under the DIP Credit Agreement.
The Interim Draw is being made in connection with the Borrowing Request dated May 22, 2025, which was duly delivered by the Borrower to the Administrative Agent in accordance with Section 2.03 of the DIP Credit Agreement. The Interim Draw represents the maximum amount authorized to be borrowed on an interim basis pursuant to the Interim DIP Order entered by the Bankruptcy Court on the date hereof.
The undersigned understand that, pursuant to Section 4.01 of the DIP Credit Agreement, the obligation of each Lender to fund its pro rata share of the Interim Draw is conditioned upon, among other things, the receipt by the Administrative Agent of this Certificate, duly executed by the Chief Executive Officer and the Chief Financial Officer of the Borrower, certifying as to the matters set forth herein.
Section 3. Representations and Warranties
The undersigned hereby certify that each of the representations and warranties of the Borrower set forth in Article V (Representations and Warranties) of the DIP Credit Agreement and in each other DIP Loan Document (as defined in the DIP Credit Agreement, including, without limitation, the DIP Security Agreement, the DIP intellectual Property Security Agreement, the DIP Pledge Agreement, the Mortgages, and the Perfection Certificate) is true and correct in all material respects as of the date hereof, as though made on and as of the date hereof; provided, that with respect to any representation or warranty that is itself qualified by materiality or Material Adverse Effect (or any similar qualifier), such representation or warranty is true and correct in all respects as of the date hereof; and provided, further, that to the extent any such representation or warranty expressly relates to an earlier date, such representation or warranty was true and correct in all material respects (or in all respects, as applicable, to the extent qualified by materiality or Material Adverse Effect) as of such earlier date.
Without limiting the generality of the foregoing, the undersigned specifically certify that the following representations and warranties remain true and correct as of the date hereof:
(a) Organization and Good Standing. The Borrower is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Iowa. The Borrower has all requisite limited liability company power and authority to own, lease, and operate its properties and assets and to carry on its business as presently conducted.
(b) Principal Place of Business. The Borrower's principal place of business and chief executive office is located at 1400 Prairie Ridge Drive, Cedar Falls, Iowa 50613.
(c) Federal Tax Identification Number. The Borrower's employer identification number (EIN) is 42-8837291.
(d) Registered Agent. The Borrower's registered agent for service of process in the State of Iowa is Capitol Registered Agents Inc., 400 E. Court Avenue, Suite 200, Des Moines, Iowa 50309.
(e) Due Authorization. The execution, delivery, and performance of the DIP Credit Agreement and each of the other DIP Loan Documents have been duly authorized by all necessary limited liability company action on the part of the Borrower, including the adoption of resolutions by the Manager and members of the Borrower authorizing the DIP Facility and all transactions contemplated thereby. No further consent, approval, or authorization on the part of the Borrower or its members or managers is required for the Borrower to execute, deliver, and perform its obligations under the DIP Loan Documents.
(f) Enforceability. The DIP Credit Agreement and each other DIP Loan Document to which the Borrower is a party constitute the legal, valid, and binding obligations of the Borrower, enforceable against the Borrower in accordance with their respective terms, subject in each case to (i) the provisions of the Bankruptcy Code, (ii) the terms and conditions of the Interim Order (and, upon its entry, the Final DIP Order), and (iii) applicable bankruptcy, insolvency, reorganization, moratorium, and other similar laws affecting creditors' rights generally and general principles of equity (whether considered in a proceeding at law or in equity).
(g) Governmental Approvals. No consent, approval, authorization, or order of, or filing or registration with, any governmental authority or regulatory body is required in connection with the execution, delivery, and performance by the Borrower of the DIP Loan Documents or the consummation of the transactions contemplated thereby, other than (i) the entry of the Interim DIP Order and the Final DIP Order, (ii) routine UCC financing statement filings in the applicable filing jurisdictions, and (iii) routine mortgage and deed of trust recordings in the real property recording offices in Black Hawk County, Iowa; Macon County, Illinois; and Craighead County, Arkansas, in each case which have been or will be timely made.
(h) Title to Collateral. The Borrower has good and marketable title to all collateral described in the DIP Security Agreement, the DIP intellectual Property Security Agreement, and the Mortgages (collectively, the "DIP Collateral"), free and clear of all liens, claims, encumbrances, and other interests of any kind, other than (i) Permitted Liens (as defined in the DIP Credit Agreement) and (ii) liens that are subordinated to the DIP Liens pursuant to the Interim Order.
(i) Financial Statements. The Borrower's financial statements previously delivered to the Administrative Agent and the Lenders, including the audited financial statements of the Borrower for the fiscal year ended December 31, 2024, prepared by Holloway & Birch LLP, were prepared in accordance with generally accepted accounting principles in the United States ("GAAP") applied on a consistent basis throughout the periods covered thereby (except as otherwise noted therein) and fairly present in all material respects the financial condition, results of operations, and cash flows of the Borrower as of the dates and for the periods indicated therein.
(j) Historical Financial Performance. For the fiscal year ended December 31, 2024: (i) the Borrower's consolidated revenue was Six Hundred Twelve Million Four Hundred Thousand Dollars ($612,400,000), and (ii) the Borrower's consolidated EBITDA (as defined in and calculated in accordance with the DIP Credit Agreement) was Thirty-Eight Million Seven Hundred Thousand Dollars ($38,700,000).
(k) Pre-Petition Funded Indebtedness. Total pre-petition funded indebtedness of the Borrower as of the Petition Date is approximately Four Hundred Eighty-Nine Million Two Hundred Thousand Dollars ($489,200,000), consisting of the following:
(i) Three Hundred Ten Million Dollars ($310,000,000) outstanding under the First Lien Term Loan, for which Prairie State Bank, N.A. serves as administrative agent;
(ii) Seventy-Two Million Three Hundred Thousand Dollars ($72,300,000) drawn on the Ninety-Five Million Dollar ($95,000,000) pre-petition Asset-Based Lending Revolving Credit Facility, for which Prairie State Bank, N.A. serves as administrative agent and Hawthorn National Bank and Northland Savings Bank, F.S.B. serve as participating lenders;
(iii) Eighty-Four Million Two Hundred Thousand Dollars ($84,200,000) in aggregate principal amount of the Borrower's 9.50% Senior Unsecured Notes due March 2027, for which Meridian Trust Company serves as indenture trustee; and
(iv) approximately Twenty-Two Million Seven Hundred Thousand Dollars ($22,700,000) of trade payables and other general unsecured claims.
(l) Directors' and Officers' Liability Insurance. The Borrower maintains directors' and officers' liability insurance under Policy No. SIG-DO-2024-07821, issued by Stonebridge Insurance Group Ltd., with an aggregate policy limit of Fifteen Million Dollars ($15,000,000). Such policy remains in full force and effect as of the date hereof, has not been cancelled, terminated, or materially amended, and all premiums due and payable thereunder have been paid.
(m) No Material Adverse Effect. No Material Adverse Effect (as defined in the DIP Credit Agreement) has occurred since the Petition Date (May 15, 2025). The Borrower's business operations have continued in the ordinary course since the Petition Date, and no event has occurred that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect on the Borrower's business, operations, properties, condition (financial or otherwise), or prospects, or on the ability of the Borrower to perform its obligations under the DIP Loan Documents.
Section 4. No Default
The undersigned hereby certify that no Default or Event of Default (each as defined in the DIP Credit Agreement) has occurred and is continuing as of the date hereof, and no Default or Event of Default would result from the making of the Interim Draw or the application of the proceeds thereof in accordance with the DIP Credit Agreement and the Interim Order.
Without limiting the generality of the foregoing, the undersigned specifically confirm each of the following:
(a) Milestone Compliance. The Borrower is in compliance with all applicable milestones set forth in Section 6.14 of the DIP Credit Agreement. In particular, the DIP Credit Agreement requires that the Interim DIP Order be entered by the Bankruptcy Court within five (5) business days of the Petition Date (May 15, 2025). The Interim Order was entered by the Bankruptcy Court on May 22, 2025, which is the fifth business day following the Petition Date. The Borrower is therefore in compliance with such milestone.
(b) No Termination Event. No Termination Event (as defined in the DIP Credit Agreement) has occurred as of the date hereof, including, without limitation, (i) no conversion of the Chapter 11 case to a case under Chapter 7 of the Bankruptcy Code, (ii) no dismissal of the Chapter 11 case, (iii) no appointment of a trustee, examiner, or responsible person in the Chapter 11 case, (iv) no filing by the Borrower of a plan of reorganization or liquidation that is not reasonably acceptable to the Required Lenders, (v) no stay, reversal, modification, or vacatur of the Interim Order, and (vi) no cessation of business operations by the Borrower.
(c) Negative Covenant Compliance. The Borrower has not violated any of the negative covenants set forth in Article VII of the DIP Credit Agreement, including, without limitation, the restrictions on (i) the incurrence of additional indebtedness, (ii) the creation of additional liens, (iii) investments, acquisitions, and capital expenditures outside the DIP Budget (subject to permitted variances), (iv) asset dispositions, (v) restricted payments, (vi) transactions with affiliates, (vii) modifications to pre-petition debt documents without the consent of the Administrative Agent, and (viii) changes to the Borrower's fiscal year, organizational documents, or line of business.
(d) Litigation. No material litigation, arbitration, governmental investigation, or other adversary proceeding has been commenced or, to the Borrower's knowledge, threatened against the Borrower or any of its properties or assets that is not otherwise disclosed in the schedules, statements, and pleadings filed in the Chapter 11 case. The Borrower's Chapter 11 case is styled In re Greenfield Agricultural Partners LLC, Case No. 25-01147, and is pending in the United States Bankruptcy Court for the Northern District of Iowa, Cedar Rapids Division, before the Honorable Margaret R. Dunleavy, United States Bankruptcy Judge.
Section 5. Financial Covenant Compliance (Initial Certification)
The undersigned hereby certify that, as of the date hereof, the Borrower is in compliance with each financial covenant set forth in Section 7.15 of the DIP Credit Agreement, as follows:
(a) Minimum Liquidity
Cash on hand of the Borrower as of the Petition Date (May 15, 2025) was Eleven Million Eight Hundred Thousand Dollars ($11,800,000). Giving effect to the Interim Draw of Eighty Million Dollars ($80,000,000) and the deduction of the closing fee of Three Million Five Hundred Thousand Dollars ($3,500,000) and estimated day-one professional retainers and other closing costs, Liquidity (defined in the DIP Credit Agreement as the sum of (x) unrestricted cash and cash equivalents of the Borrower held in deposit accounts subject to control agreements in favor of the Collateral Agent plus (y) undrawn and available commitments under the DIP Facility) will be approximately Ninety-One Million Eight Hundred Thousand Dollars ($91,800,000) on a pro forma basis immediately following the funding of the Interim Draw. This amount exceeds the minimum Liquidity covenant of Fifteen Million Dollars ($15,000,000) required at all times under Section 7.15(a) of the DIP Credit Agreement.
The undersigned note that, following the funding of the Interim Draw, undrawn availability under the DIP Facility will be zero dollars ($0), as the Interim Draw exhausts the full amount authorized for borrowing under the Interim Order. Upon entry of the Final DIP Order (currently targeted for June 19, 2025), an additional Ninety-Five Million Dollars ($95,000,000) of availability under the DIP Facility will become available to the Borrower, subject to the satisfaction of the conditions precedent set forth in Section 4.02 of the DIP Credit Agreement. However, based on the projections set forth in the approved 13-week DIP Budget (the "DIP Budget"), cash balances of the Borrower are expected to remain well in excess of the Fifteen Million Dollar ($15,000,000) minimum Liquidity threshold throughout the 13-week budget period, with projected ending cash of Fifty-Six Million Seven Hundred Fifty Thousand Dollars ($56,750,000) at Week 13.
(b) Maximum Cumulative Variance to Budget
The initial 13-week DIP Budget, covering the period from May 15, 2025 through August 13, 2025, has been delivered to and approved by the Administrative Agent in accordance with Section 6.01(a) of the DIP Credit Agreement. A copy of the approved DIP Budget is attached as Exhibit A to the Interim Order. The Borrower is required, commencing with the second full week after the Petition Date, to deliver weekly variance reports demonstrating that actual operating receipts and operating disbursements do not deviate from the DIP Budget by more than the permitted cumulative variance thresholds (negative 15% for receipts on a cumulative basis; positive 10% for disbursements on a cumulative four-week rolling basis, in each case tested weekly). As of the date of this Certificate, the first weekly test period has not yet completed, and accordingly no variance to the DIP Budget exists. The Borrower anticipates delivering its first weekly variance report on or before the date required under the DIP Credit Agreement.
(c) Minimum EBITDA
The DIP Credit Agreement requires the Borrower to maintain minimum EBITDA (as defined and calculated in accordance with Section 7.15(c) of the DIP Credit Agreement) tested on a rolling four-week basis, with the first test period commencing on the Petition Date. As of the date hereof, the first rolling four-week EBITDA test period has not yet completed. Based on the projections set forth in the approved DIP Budget, the Borrower anticipates that it will be in compliance with the minimum EBITDA covenant when such covenant is first tested. The DIP Budget reflects projected net operating cash flow of negative Five Million Nine Hundred Thousand Dollars ($5,900,000) for Weeks 1 through 4 of the budget period. When adjusted for non-cash items (including, without limitation, depreciation and amortization of approximately Four Million Seven Hundred Thousand Dollars ($4,700,000) for the four-week period), the resulting EBITDA figure is expected to be within the negative Five Million Dollar ($5,000,000) EBITDA floor established under Section 7.15(c) of the DIP Credit Agreement.
Section 6. Entry of Court Orders
The undersigned hereby certify that the following court orders have been entered, and the following proceedings have occurred, in connection with the DIP Facility:
The interim order (the "Interim DIP Order" or the "Interim Order") was entered by the Honorable Margaret R. Dunleavy, United States Bankruptcy Judge, United States Bankruptcy Court for the Northern District of Iowa (Cedar Rapids Division), in the Chapter 11 case styled In re Greenfield Agricultural Partners LLC, Case No. 25-01147, on May 22, 2025.
The Interim DIP Order, among other things:
(a) Authorizes the Borrower to borrow up to Eighty Million Dollars ($80,000,000) on an interim basis under the DIP Credit Agreement, pending a final hearing on the DIP Facility;
(b) Grants the DIP Lenders allowed superpriority administrative expense claim status under Section 364(c)(1) of the Bankruptcy Code, with priority over all administrative expenses and claims of the kind specified in Sections 503(b), 507(a), and 507(b) of the Bankruptcy Code, subject only to the carve-out described below;
(c) Grants first-priority priming liens on all pre-petition collateral in favor of the Collateral Agent (for the benefit of the Administrative Agent and the DIP Lenders) pursuant to Section 364(d) of the Bankruptcy Code, senior in priority to all existing liens, including the liens securing the pre-petition First Lien Term Loan and the pre-petition ABL Revolver;
(d) Grants first-priority liens on all previously unencumbered assets of the Borrower and the estate in favor of the Collateral Agent (for the benefit of the Administrative Agent and the DIP Lenders) pursuant to Sections 364(c)(2) and 364(c)(3) of the Bankruptcy Code;
(e) Approves the adequate protection package for pre-petition secured lenders (including Prairie State Bank, N.A., as administrative agent under the pre-petition First Lien Term Loan and the pre-petition ABL Revolver, and Hawthorn National Bank and Northland Savings Bank, F.S.B., as participants under the ABL Revolver), consisting of:
(i) replacement liens on all DIP Collateral, junior and subordinate in all respects to the DIP Liens and the carve-out;
(ii) allowed superpriority administrative expense claims under Section 507(b) of the Bankruptcy Code, junior and subordinate to the DIP superpriority administrative expense claims;
(iii) current-pay interest at the non-default contract rate under the applicable pre-petition credit agreements (SOFR plus 450 basis points for the First Lien Term Loan); and
(iv) monthly financial reporting and budget variance reporting by the Borrower;
(f) Establishes a carve-out for professional fees and expenses in the following amounts: (i) Two Million Five Hundred Thousand Dollars ($2,500,000) for fees and expenses of estate professionals retained pursuant to Sections 327 and 1103 of the Bankruptcy Code, and (ii) Five Hundred Thousand Dollars ($500,000) for fees payable to the United States Trustee under 28 U.S.C. § 1930, for an aggregate post-trigger carve-out of Three Million Dollars ($3,000,000). The carve-out is triggered upon the delivery of a Carve-Out Trigger Notice by the Administrative Agent;
(g) Approves the 13-week DIP Budget attached as Exhibit A thereto; and
(h) Schedules a final hearing on the DIP Facility (the "Final DIP Hearing") within thirty-five (35) days of the Petition Date, with a target date of June 19, 2025.
The Interim DIP Order has not been stayed, reversed, modified, vacated, or overturned. The Interim DIP Order is in full force and effect as of the date hereof, and no motion or appeal seeking to stay, reverse, modify, or vacate the Interim DIP Order has been filed. To the Borrower's knowledge, no party in interest has indicated an intention to file any such motion or appeal.
Section 7. Delivery of Required Documents
The undersigned hereby certify that the following documents and deliverables have been delivered (or, where expressly noted, will be delivered simultaneously with or promptly following the Interim Draw) to the Administrative Agent and/or the Collateral Agent, as applicable, in satisfaction of the conditions precedent set forth in Section 4.01 of the DIP Credit Agreement:
1. DIP Credit Agreement. The DIP Credit Agreement, dated as of May 22, 2025, duly executed and delivered by all parties thereto, including Greenfield Agricultural Partners LLC (as Borrower), Ironclad Capital Partners LP (as Administrative Agent and Lender), Ridgeline Opportunity Fund III LP (as Lender), Bramblewood Credit Advisors LLC (as Lender), and Meridian Trust Company (as Collateral Agent).
2. DIP Promissory Note — Ironclad Capital Partners LP. DIP Promissory Note in the principal amount of One Hundred Million Dollars ($100,000,000), payable to the order of Ironclad Capital Partners LP, duly executed and delivered by the Borrower.
3. DIP Promissory Note — Ridgeline Opportunity Fund III LP. DIP Promissory Note in the principal amount of Fifty Million Dollars ($50,000,000), payable to the order of Ridgeline Opportunity Fund III LP, duly executed and delivered by the Borrower.
4. DIP Promissory Note — Bramblewood Credit Advisors LLC. DIP Promissory Note in the principal amount of Twenty-Five Million Dollars ($25,000,000), payable to the order of Bramblewood Credit Advisors LLC, duly executed and delivered by the Borrower.
5. DIP Security Agreement. The DIP Security Agreement, duly executed and delivered by Greenfield Agricultural Partners LLC (as Grantor) in favor of Meridian Trust Company (as Collateral Agent), granting first-priority priming security interests and liens on substantially all assets of the Borrower, including, without limitation, all accounts, inventory, equipment, general intangibles, deposit accounts, investment property, commercial tort claims, instruments, chattel paper, letter-of-credit rights, and all proceeds and products of the foregoing.
6. DIP Pledge Agreement. The DIP Pledge Agreement, duly executed and delivered by the Borrower, pledging all membership interests, equity interests, and ownership interests of the Borrower in favor of the Collateral Agent.
7. DIP intellectual Property Security Agreement. The DIP intellectual Property Security Agreement, duly executed and delivered by the Borrower in favor of the Collateral Agent, granting a security interest in all patents, patent applications, trademarks, trademark applications and registrations (including, without limitation, the ClearGuard XR® brand and related marks), copyrights, copyright registrations and applications, trade secrets, proprietary technology, and all related intellectual property and licenses.
8. Mortgage — Cedar Falls Plant (Iowa). Mortgage, Assignment of Leases and Rents, and Security Agreement relating to the Borrower's real property located at 1400 Prairie Ridge Drive, Cedar Falls, Iowa 50613 (the "Cedar Falls Plant"), duly executed and delivered by the Borrower in favor of the Collateral Agent, governed by the laws of the State of Iowa and in form suitable for recording in the real property records of Black Hawk County, Iowa.
9. Mortgage — Decatur Plant (Illinois). Mortgage, Assignment of Leases and Rents, and Security Agreement relating to the Borrower's real property located at 2200 Industrial Boulevard, Decatur, Illinois 62521 (the "Decatur Plant"), duly executed and delivered by the Borrower in favor of the Collateral Agent, governed by the laws of the State of Illinois and in form suitable for recording in the real property records of Macon County, Illinois.
10. Mortgage — Jonesboro Plant (Arkansas). Mortgage, Assignment of Leases and Rents, and Security Agreement relating to the Borrower's real property located at 815 County Road 740, Jonesboro, Arkansas 72401 (the "Jonesboro Plant"), duly executed and delivered by the Borrower in favor of the Collateral Agent, governed by the laws of the State of Arkansas and in form suitable for recording in the real property records of Craighead County, Arkansas.
11. Perfection Certificate. The Perfection Certificate, duly executed and delivered by the Borrower, identifying (i) all filing jurisdictions (including the Iowa Secretary of State as the organizational jurisdiction for UCC filings), (ii) the Borrower's organizational details (Iowa limited liability company; EIN 42-8837291), (iii) all locations of tangible collateral (Cedar Falls, Iowa; Decatur, Illinois; Jonesboro, Arkansas; and the research and development farm located at 4500 University Boulevard, Ames, Iowa (the "Ames R&D Farm")), (iv) all deposit accounts and securities accounts of the Borrower, (v) all letter-of-credit rights, and (vi) all intellectual property registrations of the Borrower (including U.S. Patent and Trademark Office and U.S. Copyright Office filings).
12. UCC-1 Financing Statements. UCC-1 Financing Statements naming the Borrower as debtor and the Collateral Agent as secured party, filed or to be filed in (i) the Iowa Secretary of State (organizational jurisdiction), and (ii) as applicable, the Illinois Secretary of State, the Arkansas Secretary of State, and the Iowa Secretary of State (collateral location filings), in each case covering all personal property collateral described in the DIP Security Agreement and the DIP intellectual Property Security Agreement.
13. Solvency Certificate. The Solvency Certificate, executed and delivered by Patricia Langford, Chief Financial Officer of the Borrower, certifying that, after giving effect to the DIP Facility and the Interim Draw and the application of the proceeds thereof, the Borrower is solvent on a going-concern basis (exclusive of the value of avoidance actions under Chapter 5 of the Bankruptcy Code and subject to the customary assumptions and qualifications set forth therein).
14. Borrowing Request. The Borrowing Request, dated May 22, 2025, duly executed and delivered by an authorized officer of the Borrower to the Administrative Agent, requesting an initial borrowing in the amount of Eighty Million Dollars ($80,000,000) under the DIP Credit Agreement.
15. 13-Week DIP Budget. The initial 13-week DIP Budget covering the period from May 15, 2025 through August 13, 2025, which has been approved by the Administrative Agent and is attached as Exhibit A to the Interim Order. The DIP Budget reflects the following summary financial projections for the 13-week period:
16. Organizational Documents and Resolutions. Certified copies of (i) the Certificate of Organization of Greenfield Agricultural Partners LLC, as filed with the Iowa Secretary of State, (ii) the Operating Agreement of Greenfield Agricultural Partners LLC (as amended through the date hereof), and (iii) resolutions duly adopted by the Manager and the members of the Borrower authorizing the entry into and performance of the DIP Facility and all transactions contemplated by the DIP Loan Documents, including the granting of the DIP Liens and the DIP superpriority administrative expense claims.
17. Good Standing Certificates. Certificates of good standing (or the functional equivalent thereof) issued by the Secretary of State of each of the following jurisdictions in which the Borrower is organized or qualified to do business, each dated within thirty (30) days of the date hereof: (i) the State of Iowa (organizational jurisdiction), (ii) the State of Illinois, and (iii) the State of Arkansas.
18. Consent Letter — Pre-Petition First Lien Agent. The Consent Letter, dated May 20, 2025, from Prairie State Bank, N.A. (in its capacity as administrative agent under the pre-petition First Lien Term Loan), signed by Thomas Whitaker, Senior Vice President, Loan Workout Group, consenting to the priming of pre-petition first-priority liens by the DIP Facility liens, subject to and in accordance with the adequate protection terms set forth in the Interim Order.
19. Adequate Protection Stipulation. The Adequate Protection Stipulation between the Borrower and Prairie State Bank, N.A. (in its capacity as administrative agent under the pre-petition First Lien Term Loan and the pre-petition ABL Revolver, on behalf of itself and the pre-petition secured lenders), duly filed with the Bankruptcy Court and incorporated by reference in the Interim Order.
20. Intercreditor Agreement. The Intercreditor Agreement, duly executed and delivered by Ironclad Capital Partners LP (in its capacity as Administrative Agent under the DIP Credit Agreement) and Prairie State Bank, N.A. (in its capacity as administrative agent under the pre-petition First Lien Credit Agreement), governing the relative rights, priorities, and remedies of the DIP Lenders and the pre-petition secured lenders with respect to the DIP Collateral and the adequate protection liens.
21. Evidence of Insurance. Certificates of insurance demonstrating the maintenance by the Borrower of all insurance policies required under Section 6.06 of the DIP Credit Agreement, including (i) directors' and officers' liability insurance under Policy No. SIG-DO-2024-07821, issued by Stonebridge Insurance Group Ltd., with an aggregate policy limit of Fifteen Million Dollars ($15,000,000), (ii) commercial general liability insurance, (iii) all-risk property and casualty insurance covering all real and personal property of the Borrower (including the Cedar Falls Plant, the Decatur Plant, and the Jonesboro Plant), (iv) business interruption insurance, and (v) environmental liability insurance. Each such insurance policy names (or will be endorsed to name) the Collateral Agent as loss payee and/or additional insured, as applicable.
22. Opinions of Counsel. Legal opinions delivered by Calderwood & Harkness LLP (debtor's counsel; principal office: 450 Park Avenue, New York, New York 10022; Iowa office: 801 Grand Avenue, Suite 3300, Des Moines, Iowa 50309), addressed to the Administrative Agent, the Collateral Agent, and each Lender, opining as to (i) the due organization and valid existence of the Borrower, (ii) the due authorization, execution, and delivery of the DIP Loan Documents by the Borrower, (iii) the enforceability of the DIP Loan Documents against the Borrower (subject to customary qualifications and assumptions), (iv) the creation and attachment of valid security interests in the DIP Collateral, and (v) such other matters as are customary for transactions of this nature.
23. This Officer's Certificate. This Certificate, duly executed and delivered by the Chief Executive Officer and the Chief Financial Officer of the Borrower.
24. Closing Fee Payment Instructions. Written instructions for the payment of the closing fee in the amount of Three Million Five Hundred Thousand Dollars ($3,500,000) (representing 2.00% of the total DIP commitments of One Hundred Seventy-Five Million Dollars ($175,000,000)), to be funded from and netted against the proceeds of the Interim Draw and paid to the Administrative Agent for the ratable benefit of the Lenders, in accordance with the fee letter between the Borrower and the Administrative Agent.
Section 8. Borrowing Details
The undersigned hereby certify the following details of the Interim Draw:
Borrowing Amount: Eighty Million Dollars ($80,000,000), representing the maximum amount authorized to be borrowed on an interim basis under the Interim Order.
Allocation Among Lenders. The Interim Draw shall be funded by each Lender in accordance with its pro rata share (based on each Lender's respective commitment percentage under the DIP Credit Agreement), as follows:
Interest Rate. The Interim Draw shall bear interest at a per annum rate equal to Term SOFR plus 850 basis points (8.50%), subject to a Term SOFR floor of 4.00%. Accordingly, the minimum all-in interest rate applicable to the Interim Draw is 12.50% per annum. Interest shall be calculated on the basis of a 360-day year and actual days elapsed, and shall be payable monthly in arrears in accordance with Section 2.07 of the DIP Credit Agreement.
Borrowing Date. May 22, 2025.
Remaining Availability. Following the funding of the Interim Draw, the remaining availability under the DIP Facility shall be Ninety-Five Million Dollars ($95,000,000), which amount shall become available to the Borrower upon and subject to the entry of the Final DIP Order by the Bankruptcy Court (target date: June 19, 2025) and the satisfaction of the conditions precedent set forth in Section 4.02 of the DIP Credit Agreement.
Funds Flow. The proceeds of the Interim Draw shall be deposited into the Borrower's designated deposit account at Prairie State Bank, N.A. (Account No. XXXXXXX7429, ABA No. 073000545), in accordance with the funds flow memorandum dated May 22, 2025, which has been delivered to and approved by the Administrative Agent. The closing fee of Three Million Five Hundred Thousand Dollars ($3,500,000) shall be netted from the proceeds of the Interim Draw. The net amount deposited to the Borrower's account shall be Seventy-Six Million Five Hundred Thousand Dollars ($76,500,000).
Section 9. Additional Confirmations
The undersigned further certify and confirm as follows:
(a) Pending Chapter 11 Case. The Borrower's Chapter 11 case, styled In re Greenfield Agricultural Partners LLC, Case No. 25-01147, remains 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 otherwise terminated.
(b) No Trustee, Examiner, or Receiver. No trustee, examiner, or receiver has been appointed in the Chapter 11 case, and no motion or application seeking such appointment is pending, nor has any party in interest, to the Borrower's knowledge, indicated an intention to file any such motion or application.
(c) Debtor-in-Possession Status. The Borrower continues to operate its business and manage its properties as a debtor-in-possession pursuant to Sections 1107 and 1108 of the Bankruptcy Code. The Borrower has not taken any action, and no event has occurred, that would result in the termination or limitation of the Borrower's rights and powers as a debtor-in-possession under the Bankruptcy Code.
(d) Operations. The Borrower had approximately 2,300 employees as of the Petition Date and continues to maintain active operations at three manufacturing plants (Cedar Falls, Iowa; Decatur, Illinois; and Jonesboro, Arkansas), fourteen (14) regional distribution centers across the Midwest and Southern United States, and the 640-acre research and development farm located at 4500 University Boulevard, Ames, Iowa. Operations at each facility are continuing in the ordinary course of business.
(e) Retained Professionals. The Borrower has retained the following professionals in connection with the Chapter 11 case, in each case subject to Bankruptcy Court approval pursuant to Sections 327 and 328 of the Bankruptcy Code where required:
(i) Calderwood & Harkness LLP (Nathaniel Bower, Responsible Partner; Engagement No. 1020-00002) as bankruptcy counsel to the Borrower;
(ii) Claridge Advisory Group LLC (Nolan Ashworth, Managing Director) as financial advisor and restructuring advisor to the Borrower;
(iii) Holloway & Birch LLP (Andrew Sorensen, Audit Partner) as auditor and tax advisor to the Borrower; and
(iv) Bellwether Valuation Services Inc. (Gregory Pineda, Senior Managing Director) as appraiser to the Borrower.
(f) No Material Adverse Effect. The Borrower is not aware of any Material Adverse Effect (as defined in the DIP Credit Agreement) having occurred since the Petition Date. The Borrower's business continues to operate in the ordinary course, and no event or circumstance has occurred that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect on the Borrower's business, operations, financial condition, assets, or liabilities, or on the ability of the Borrower to perform its obligations under any DIP Loan Document.
(g) Good Faith Preparation of DIP Budget. The DIP Budget has been prepared by the Borrower and its financial advisor, Claridge Advisory Group LLC, in good faith and is based on assumptions and estimates that the Borrower believes to be reasonable as of the date hereof, taking into account the Borrower's historical operating performance, current market conditions, and the anticipated impact of the Chapter 11 filing on the Borrower's business and operations. The Borrower acknowledges that the DIP Budget is a projection and that actual results may differ from the DIP Budget, and that the DIP Budget is subject to the variance testing provisions of the DIP Credit Agreement.
Section 10. Reliance
This Certificate is delivered for the benefit of, and may be relied upon by, the Administrative Agent, the Collateral Agent, and each Lender under the DIP Credit Agreement, in each case in connection with the Interim Draw and the transactions contemplated by the DIP Credit Agreement and the other DIP Loan Documents.
The undersigned understand and acknowledge that the Administrative Agent and the Lenders are relying on the accuracy and completeness of the certifications, representations, and confirmations contained herein in making available to the Borrower the proceeds of the Interim Draw. The undersigned further acknowledge that the making of any materially false or misleading certification herein may constitute an Event of Default under the DIP Credit Agreement and may give rise to other legal consequences.
Section 11. Governing Law
This Certificate shall be governed by, and construed and enforced in accordance with, the laws of the State of New York, without regard to principles of conflicts of law that would result in the application of the laws of any other jurisdiction (consistent with Section 10.09 of the DIP Credit Agreement), except to the extent that the Bankruptcy Code and orders of the Bankruptcy Court, including the Interim Order and (upon entry) the Final DIP Order, are applicable.
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SIGNATURE PAGE TO OFFICER'S CERTIFICATE (Conditions Precedent to Interim Draw)
IN WITNESS WHEREOF, the undersigned have executed this Officer's Certificate as of the date first written above.
GREENFIELD AGRICULTURAL PARTNERS LLC
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
EXHIBITS AND ATTACHMENTS
The following exhibits and attachments are referenced in, and are delivered together with or separately in connection with, this Officer's Certificate:
Exhibit A: Copy of the entered Interim DIP Order (Dkt. No. [●]), filed May 22, 2025, in In re Greenfield Agricultural Partners LLC, Case No. 25-01147 (Bankr. N.D. Iowa), including the approved 13-Week DIP Budget attached thereto as Exhibit A to the Interim Order.
Exhibit B: Closing Checklist, prepared and maintained by Calderwood & Harkness LLP, debtor's counsel, showing the current status of all conditions precedent deliverables required under Section 4.01 of the DIP Credit Agreement, indicating whether each deliverable has been marked as "Delivered," "Delivered at Closing," or "To Be Delivered Post-Closing" (with applicable deadlines noted), as of the date hereof.
This Officer's Certificate, together with the exhibits and attachments referenced herein, is confidential and is being delivered pursuant to the terms of the DIP Credit Agreement. Distribution of this Certificate and the information contained herein is limited to the Administrative Agent, the Collateral Agent, the Lenders, and their respective counsel and advisors.
Line Item | Amount
Total Operating Receipts | $129,600,000
Total Operating Disbursements | ($133,900,000)
Net Operating Cash Flow | ($4,300,000)
Restructuring Professional Fees | ($16,100,000)
Debt Service / Adequate Protection Payments | ($11,050,000)
Capital Expenditures | ($3,600,000)
Total Net Cash Outflow | ($35,050,000)
Beginning Cash (Petition Date) | $11,800,000
DIP Interim Draw Proceeds (net of closing fee) | $80,000,000
Ending Cash (Week 13) | $56,750,000
Lender | Commitment | Commitment Percentage | Pro Rata Share of Interim Draw
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

OFFICER'S CERTIFICATE

GREENFIELD AGRICULTURAL PARTNERS LLC

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