PERFECTION CERTIFICATE
Delivered pursuant to that certain Senior Secured Superpriority Debtor-in-Possession Credit Agreement, dated as of May 22, 2025
Grantor/Borrower: Greenfield Agricultural Partners LLC Collateral Agent: Meridian Trust Company
This Perfection Certificate (this "Certificate") is delivered by Greenfield Agricultural Partners LLC, an Iowa limited liability company (the "Grantor" or the "Borrower"), to Meridian Trust Company, a New York-chartered trust company, in its capacity as Collateral Agent (in such capacity, together with its successors and assigns in such capacity, the "Collateral Agent"), pursuant to Section 4.01(a)(ix) of that certain Senior Secured Superpriority Debtor-in-Possession Credit Agreement, dated as of May 22, 2025 (as amended, restated, supplemented, or otherwise modified from time to time, the "DIP Credit Agreement"), among Greenfield Agricultural Partners LLC, as Borrower, Ironclad Capital Partners LP, as Administrative Agent, Ironclad Capital Partners LP, Ridgeline Opportunity Fund III LP, and Bramblewood Credit Advisors LLC, as Lenders (collectively, the "Lenders"), and Meridian Trust Company, as Collateral Agent.
This Certificate is delivered in connection with (i) that certain Senior Secured Superpriority Debtor-in-Possession Security Agreement, dated as of May 22, 2025 (the "DIP Security Agreement"), by and between the Grantor and the Collateral Agent, (ii) that certain Senior Secured Superpriority Debtor-in-Possession intellectual Property Security Agreement, dated as of May 22, 2025 (the "DIP intellectual Property Security Agreement"), by and between the Grantor and the Collateral Agent, (iii) that certain Senior Secured Superpriority Debtor-in-Possession Pledge Agreement, dated as of May 22, 2025 (the "DIP Pledge Agreement"), by and between the Grantor and the Collateral Agent, and (iv) certain Mortgages, Assignments of Leases and Rents, and Security Agreements to be delivered to the Collateral Agent with respect to certain real property of the Grantor (collectively, the "Mortgages," and together with the DIP Security Agreement, the DIP intellectual Property Security Agreement, and the DIP Pledge Agreement, the "Security Documents").
Capitalized terms used but not otherwise defined in this Certificate shall have the meanings ascribed to such terms in the DIP Credit Agreement. All references to the Uniform Commercial Code (the "UCC") shall mean the Uniform Commercial Code as in effect in the relevant jurisdiction, including, without limitation, the Iowa Uniform Commercial Code (Iowa Code Title XII, Subtitle 1).
The undersigned authorized officer of the Grantor hereby certifies to the Collateral Agent and the Lenders that the information set forth herein is true, correct, and complete in all material respects as of the date hereof and as of the Closing Date under the DIP Credit Agreement. The Grantor acknowledges that the Collateral Agent and the Lenders are relying on the accuracy and completeness of this Certificate in connection with the transactions contemplated by the DIP Credit Agreement and the Security Documents.
PART I — ORGANIZATIONAL INFORMATION
Section 1.1 — Exact Legal Name
The exact legal name of the Grantor, as it appears on its Certificate of Organization on file with the Iowa Secretary of State, is:
Greenfield Agricultural Partners LLC
The Grantor confirms that the foregoing is its full and complete legal name and that it does not conduct business under any assumed name, trade name, or "doing business as" (d/b/a) designation, except as may otherwise be disclosed in this Certificate. The Grantor further confirms that it has not changed its legal name within the past five (5) years and has had no prior legal names since its date of organization. No amendments to the Grantor's Certificate of Organization have been filed with the Iowa Secretary of State that would alter the Grantor's legal name as set forth above.
Section 1.2 — Entity Type and Jurisdiction of Organization
The organizational details of the Grantor are as follows:
The Grantor's Certificate of Organization was filed with the Iowa Secretary of State on March 14, 2017, and the Grantor has been in continuous good standing since such date. The Grantor has not redomiciled, converted, or otherwise changed its jurisdiction of organization at any time since its formation.
Section 1.3 — Federal Employer Identification Number (EIN)
The Grantor's Federal Employer Identification Number, as assigned by the Internal Revenue Service, is:
42-8837291
The Grantor has had no other EIN at any time during its existence.
Section 1.4 — Registered Agent and Registered Office
The Grantor's registered agent and registered office in the State of Iowa are as follows:
The Grantor confirms that its registered agent is authorized to accept service of process on behalf of the Grantor in the State of Iowa and that the foregoing registered office address is current as of the date hereof.
Section 1.5 — Organizational Changes in Prior Five Years
The Grantor hereby confirms whether, at any time during the five (5) years preceding the date of this Certificate, the Grantor has undergone any of the following organizational changes:
The Grantor confirms that none of the foregoing organizational changes have occurred. Accordingly, no predecessor entity name, prior jurisdiction of organization, or prior organizational form needs to be reflected in any UCC-1 Financing Statement filed in connection with the Security Documents.
Section 1.6 — Managers and Officers
The following individuals are the managers and officers of the Grantor who are authorized to act on behalf of the Grantor as of the date hereof:
Derek Calloway serves as the sole Manager of the Grantor under the Grantor's Amended and Restated Limited Liability Company Agreement, dated as of June 1, 2019 (as further amended, the "LLC Agreement"). The officers listed above serve in their respective capacities pursuant to the authority granted under the LLC Agreement and resolutions of the Manager adopted from time to time. The Grantor confirms that the foregoing list is complete and that no other individuals have been granted authority to bind the Grantor in connection with the transactions contemplated by the DIP Credit Agreement and the Security Documents.
PART II — PRINCIPAL PLACE OF BUSINESS AND LOCATIONS OF COLLATERAL
Section 2.1 — Chief Executive Office / Principal Place of Business
The chief executive office and principal place of business of the Grantor is located at:
1400 Prairie Ridge Drive Cedar Falls, Iowa 50613
This is the address from which the Grantor manages and directs its principal business operations, including executive management, financial and accounting functions, human resources, and corporate governance activities. The Grantor's books and records (including its principal financial records, corporate minute books, and membership interest records) are maintained at this location. The Grantor has maintained its chief executive office at this location since the commencement of operations in 2017 and has not relocated its principal place of business during the five (5) years preceding the date of this Certificate.
For purposes of UCC §9-307, the Grantor's "location" is the State of Iowa, as this is the jurisdiction in which the Grantor is organized (as an entity organized under the laws of a state of the United States, the Grantor is located in its jurisdiction of organization pursuant to UCC §9-307(e)).
Section 2.2 — Other Locations of Business, Books and Records, and Collateral
In addition to the chief executive office described in Section 2.1 above, the Grantor maintains tangible collateral (including, without limitation, equipment, inventory, raw materials, finished goods, work-in-process, supplies, and other tangible personal property) and, in certain instances, books and records at the following locations:
The Grantor confirms that the foregoing table sets forth all material locations at which tangible collateral is maintained by or on behalf of the Grantor, subject to the detailed schedule of regional distribution center addresses set forth in Schedule 2.2(a) attached hereto and incorporated herein by reference. The fourteen (14) regional distribution centers serve as the primary logistical and warehousing hubs through which the Grantor distributes its agricultural chemical products to dealers, retailers, cooperatives, and end-user customers throughout the Midwest and Mid-South regions of the United States.
The Grantor does not maintain any material books and records at any location other than the Cedar Falls Headquarters and the R&D Farm, except to the extent that routine inventory management and shipping records are maintained at each of the regional distribution centers in the ordinary course of business.
Section 2.3 — Locations of Collateral Maintained with Third Parties
The Grantor maintains collateral at certain locations owned or operated by third parties, including warehouses, processors, consignees, bailees, and co-manufacturing partners. The following is a summary of the categories of third-party collateral locations:
(a) Contract Warehouses. The Grantor utilizes certain third-party warehousing facilities for overflow inventory storage, particularly during peak seasonal demand periods (typically March through June and September through November). Inventory held at such contract warehouse facilities consists primarily of finished goods (herbicides, fungicides, adjuvants, and seed treatments) packaged and labeled for sale.
(b) Chemical Raw Material Storage Facilities. Certain chemical raw materials and active ingredients used in the Grantor's manufacturing processes are stored at facilities operated by chemical suppliers and toll blenders pending shipment to the Grantor's manufacturing plants. Such materials are owned by the Grantor upon purchase and delivery to the supplier's storage facility.
(c) Co-Manufacturing Sites. The Grantor has engaged certain contract manufacturers to produce specialty formulations on behalf of the Grantor. Finished goods produced at co-manufacturing sites are owned by the Grantor and are held by the co-manufacturer pending shipment to the Grantor's distribution network.
(d) Consignment Arrangements. The Grantor maintains limited consignment inventory at certain dealer locations. Title to such consignment inventory remains with the Grantor until sale to the end-user customer.
A complete listing of all third-party collateral locations, including the name and address of each warehouseman, bailee, consignee, or other third party holding collateral on behalf of the Grantor, is set forth in Schedule 2.3 attached hereto and incorporated herein by reference. The Grantor shall use commercially reasonable efforts to obtain bailee letters, warehouseman's acknowledgments, and/or collateral access agreements from each such third party as required by the DIP Security Agreement.
Section 2.4 — Real Property Owned
The Grantor owns the following real property in fee simple:
The Grantor confirms that the foregoing constitutes a complete list of all real property owned by the Grantor in fee simple as of the date hereof. The Mortgages identified above are being delivered to the Collateral Agent concurrently with the closing of the DIP Credit Agreement or within the time periods specified in the Interim DIP Order entered by the United States Bankruptcy Court for the Northern District of Iowa (the "Bankruptcy Court") on or about May 16, 2025. Title insurance commitments, surveys, and environmental assessments for each of the foregoing properties are being delivered in accordance with the requirements of the DIP Credit Agreement.
Section 2.5 — Real Property Leased
The Grantor leases certain real property, including certain regional distribution center facilities and ancillary office space. A complete listing of all real property leased by the Grantor, including the identity of the landlord, the address of the leased premises, the lease commencement and expiration dates, the annual base rent, and the status of landlord waiver/consent requests, is set forth in Schedule 2.5 attached hereto and incorporated herein by reference.
The Grantor confirms that it has commenced the process of requesting landlord waivers and collateral access agreements from all landlords at locations where material collateral is maintained, in accordance with Section 6.14 of the DIP Security Agreement. To the extent that any landlord waiver has not been obtained as of the date hereof, the Grantor shall continue to use commercially reasonable efforts to obtain the same within the time periods specified in the DIP Credit Agreement or the Interim/Final DIP Orders.
PART III — UCC FILING JURISDICTIONS
Section 3.1 — UCC-1 Financing Statement Filing Offices
Pursuant to UCC §9-301(1) and §9-307(e), the law governing perfection by filing of a financing statement with respect to the Grantor (as a registered organization organized under the laws of the State of Iowa) is the law of the State of Iowa. Accordingly, the central filing jurisdiction for UCC-1 Financing Statements naming the Grantor as Debtor is:
Iowa Secretary of State Lucas State Office Building 321 E. 12th Street Des Moines, Iowa 50319
UCC-1 Financing Statements are to be filed with the Iowa Secretary of State naming Greenfield Agricultural Partners LLC as Debtor and Meridian Trust Company, as Collateral Agent as Secured Party, covering all personal property collateral described in the DIP Security Agreement. The UCC-1 Financing Statement shall include a broad collateral description covering all assets of the Grantor, including, without limitation, all accounts, chattel paper, deposit accounts, documents, equipment, fixtures, general intangibles, goods, instruments, inventory, investment property, letter of credit rights, money, commercial tort claims (as identified herein), and all proceeds and products of any and all of the foregoing.
Section 3.2 — Fixture Filings
In addition to the central filing described in Section 3.1, fixture filings (UCC-1 Financing Statements reflecting that they are to be filed in the real property records) shall be made in the following offices for the purpose of perfecting the Collateral Agent's security interest in fixtures located at the Grantor's owned real property:
(a) Black Hawk County Recorder's Office, Black Hawk County, Iowa — with respect to the Cedar Falls Plant located at 1400 Prairie Ridge Drive, Cedar Falls, Iowa 50613;
(b) Macon County Recorder's Office, Macon County, Illinois — with respect to the Decatur Plant located at 2200 Industrial Boulevard, Decatur, Illinois 62521;
(c) Craighead County Circuit Clerk's Office, Craighead County, Arkansas — with respect to the Jonesboro Plant located at 815 County Road 740, Jonesboro, Arkansas 72401; and
(d) Story County Recorder's Office, Story County, Iowa — with respect to the R&D Farm located at 4500 University Boulevard, Ames, Iowa 50010.
Each such fixture filing shall include a sufficient description of the related real property (by legal description or by reference to the recorded Mortgage) to satisfy the requirements of UCC §9-502(b).
Section 3.3 — Prior UCC Filings (Existing Liens)
Based upon the Grantor's records and UCC lien searches conducted by Calderwood & Harkness LLP with the Iowa Secretary of State, the following existing UCC-1 Financing Statements have been filed against the Grantor and remain of record:
The Grantor confirms that the foregoing UCC-1 Financing Statements were filed in connection with the Grantor's pre-petition secured credit facilities. The liens evidenced by such filings will be primed by the superpriority liens of the Collateral Agent (for the benefit of the Lenders under the DIP Credit Agreement) pursuant to Section 364(d) of Title 11 of the United States Code (the "Bankruptcy Code") and the Interim DIP Order (and, upon entry, the Final DIP Order) of the Bankruptcy Court. The DIP liens shall prime and be senior in priority to all pre-petition liens, including those held by Prairie State Bank, N.A., as Administrative Agent, subject to the terms and conditions set forth in the Interim/Final DIP Orders and any applicable intercreditor or adequate protection arrangements.
A complete listing of all existing UCC filings against the Grantor, including any amendments, continuations, or assignments thereof, is set forth in Schedule 3.3 attached hereto and incorporated herein by reference.
PART IV — DEPOSIT ACCOUNTS AND SECURITIES ACCOUNTS
Section 4.1 — Deposit Accounts
The Grantor maintains the following deposit accounts as of the date hereof:
Aggregate cash on hand at the Petition Date (May 15, 2025): $11,800,000 (approximate, subject to reconciliation of outstanding checks, ACH transactions, and wire transfers in transit as of such date).
The Grantor confirms that the foregoing constitutes a complete listing of all deposit accounts maintained by or for the benefit of the Grantor as of the date hereof. The Grantor acknowledges that, pursuant to Section 6.13 of the DIP Security Agreement, the Grantor is required to deliver deposit account control agreements ("DACAs") in favor of the Collateral Agent with respect to each deposit account listed above (other than any excluded accounts specifically identified in the DIP Credit Agreement) within thirty (30) days following the Closing Date (or such later date as may be agreed by the Collateral Agent in its reasonable discretion). The Grantor further acknowledges that the existing DACA in favor of Prairie State Bank, N.A. with respect to the ABL Collection Account (Account **6033) shall be amended, restated, or replaced to reflect the Collateral Agent's superpriority security interest.
A complete listing of all deposit accounts, including routing numbers, account contacts, and DACA delivery status, is set forth in Schedule 4.1 attached hereto and incorporated herein by reference.
Section 4.2 — Securities Accounts and Commodity Accounts
The Grantor confirms that, as of the date hereof, the Grantor does not maintain any securities accounts or commodity accounts with any broker, securities intermediary, or commodity intermediary. The Grantor does not hold any certificated or uncertificated securities (other than the membership interests described in Part VII below), and does not maintain any margin accounts, brokerage accounts, or similar investment accounts.
In the event that the Grantor opens or acquires any securities account or commodity account following the date hereof, the Grantor shall promptly notify the Collateral Agent and shall take all actions necessary to cause the relevant securities intermediary or commodity intermediary to enter into a control agreement in favor of the Collateral Agent, as required by the DIP Security Agreement.
Section 4.3 — Safe Deposit boxes
The Grantor confirms that, as of the date hereof, the Grantor does not maintain any safe deposit boxes at any bank, financial institution, or other depository. In the event that the Grantor obtains any safe deposit box following the date hereof, the Grantor shall promptly notify the Collateral Agent and provide access as required by the DIP Security Agreement.
PART V — INTELLECTUAL PROPERTY
Section 5.1 — Patents and Patent Applications
The Grantor owns the following patents and patent applications, all of which have been issued by or filed with the United States Patent and Trademark Office ("USPTO"):
The Grantor's patent portfolio encompasses proprietary technologies related to agricultural chemical formulations, herbicide delivery systems, seed treatment coatings, adjuvant compositions, and spray application technologies. Several of these patents are directly related to the Grantor's flagship product lines, including the ClearGuard XR herbicide and the Grantor's proprietary adjuvant and seed treatment product families.
A complete listing of all patents and patent applications owned by the Grantor, including full patent and application numbers, claims summaries, maintenance fee status, and assignment chain of title, is set forth in Schedule 5.1 attached hereto and incorporated herein by reference.
Section 5.2 — Trademarks and Trademark Applications
The Grantor owns the following trademarks, service marks, and trademark applications, all of which are registered with or pending before the USPTO (and, where applicable, registered at the state level):
The CLEARGUARD XR mark (U.S. Reg. No. 5,502,176) is the Grantor's flagship trademark associated with its principal herbicide product. The Grantor notes that, while the EPA re-registration of the ClearGuard XR herbicide formulation remains pending (as more fully described in Part XII hereof), the trademark registration itself is in good standing and is not subject to any pending cancellation, opposition, or other administrative proceeding before the USPTO.
Other marks listed above are associated with the Grantor's broader product lines, including the PRIMECOAT seed treatment line, the SHIELDTEC fungicide product family, the FIELDFORCE ADJUVANTS product series, and the ROOTGUARD ST seed treatment product.
A complete listing of all trademarks, service marks, and trademark applications owned by the Grantor, including registration and application numbers, specimens of use, renewal dates, and any state-level registrations, is set forth in Schedule 5.2 attached hereto and incorporated herein by reference.
Section 5.3 — Copyrights and Copyright Applications
The Grantor owns certain registered copyrights, primarily relating to product labeling materials, technical manuals and product guides, and proprietary software used in the Grantor's agricultural research data management systems. The Grantor's copyright registrations are summarized as follows:
A complete listing of all registered copyrights and pending copyright applications is set forth in Schedule 5.3 attached hereto and incorporated herein by reference. The Grantor also claims common-law copyright protection with respect to various unregistered works, including marketing materials, internal training documents, and research data compilations, which are not separately listed.
Section 5.4 — Domain Names
The Grantor owns and controls the following internet domain names:
A complete listing of all domain names is set forth in Schedule 5.4 attached hereto and incorporated herein by reference.
Section 5.5 — IP Licenses (In-Bound and Out-Bound)
The Grantor is a party to certain intellectual property license agreements under which the Grantor is either a licensee or a licensor. Material IP license agreements include:
(a) In-Bound Licenses. The Grantor holds licenses from third parties for certain active ingredient technologies, formulation methodologies, and software systems used in the Grantor's manufacturing and research operations. These include, without limitation, (i) a non-exclusive license from Cascade Partners LLC for certain herbicidal active ingredient synthesis processes, and (ii) enterprise software licenses for enterprise resource planning (ERP) and laboratory information management systems (LIMS).
(b) Out-Bound Licenses. The Grantor has granted limited, non-exclusive licenses to certain distributors and co-marketing partners for the use of the Grantor's trademarks in connection with the marketing and sale of the Grantor's products within designated territories.
A complete listing of all material intellectual property license agreements, including the identity of the licensor or licensee, the scope of the license, the term and termination provisions, and any royalty or fee obligations, is set forth in Schedule 5.5 attached hereto and incorporated herein by reference.
Section 5.6 — Trade Secrets and Proprietary Information
The Grantor possesses and maintains trade secrets and proprietary information that constitute a significant portion of the Grantor's intellectual property assets. Such trade secrets include, without limitation:
(a) Proprietary agricultural chemical formulations, including specific ingredient ratios, emulsification and microencapsulation processes, and stability enhancement techniques;
(b) Manufacturing processes and standard operating procedures for herbicide, fungicide, adjuvant, and seed treatment production;
(c) Research and development data generated at the Grantor's 640-acre R&D Farm in Ames, Iowa, including multi-year field trial data, efficacy studies, environmental fate and transport data, and proprietary crop response models;
(d) Customer lists, pricing information, dealer and distributor agreements, and supply chain data;
(e) Quality control and assurance methodologies, including analytical testing protocols and product specifications; and
(f) Proprietary algorithms and data analytics models incorporated into the Grantor's FieldDataPro software platform.
The Grantor maintains the confidentiality of its trade secrets through a combination of non-disclosure agreements with employees, contractors, and business partners, physical and electronic access controls, and internal information security policies. Trade secrets are not publicly registered and are protected under the Iowa Uniform Trade Secrets Act (Iowa Code Chapter 550), the Defend Trade Secrets Act of 2016 (18 U.S.C. §1836), and applicable state trade secret laws in other jurisdictions where the Grantor operates.
Section 5.7 — IP Filing Jurisdictions for Perfection
To perfect the Collateral Agent's security interest in the Grantor's registered intellectual property, the following filings and recordations shall be made:
(a) United States Patent and Trademark Office (USPTO). The DIP intellectual Property Security Agreement (or a short-form notice thereof) shall be recorded with the USPTO with respect to all patents, patent applications, trademarks, and trademark applications owned by the Grantor, in accordance with 35 U.S.C. §261 (patents) and 15 U.S.C. §1060 (trademarks), as applicable.
(b) United States Copyright Office. To the extent the Grantor owns registered copyrights (as identified in Section 5.3 and Schedule 5.3), the DIP intellectual Property Security Agreement (or a short-form notice thereof) shall be recorded with the United States Copyright Office in accordance with 17 U.S.C. §205.
The Grantor shall cooperate with the Collateral Agent and its counsel in executing and delivering any and all instruments, documents, and agreements necessary to effect the foregoing recordations.
PART VI — VEHICLES AND TITLED ASSETS
Section 6.1 — Motor Vehicles
The Grantor owns a fleet of motor vehicles, trailers, and titled equipment used in connection with its manufacturing, distribution, research, and administrative operations. The Grantor's vehicle fleet includes, without limitation, over-the-road tractors, flatbed and enclosed trailers, tanker trailers, delivery trucks, service vehicles, pickup trucks, and passenger vehicles used by sales and field personnel.
Perfection of a security interest in motor vehicles and trailers that are covered by certificates of title is governed by the applicable certificate of title statutes in the states where such vehicles are titled, rather than by the filing of UCC-1 Financing Statements. The Grantor's motor vehicles and titled equipment are titled in the following states: Iowa, Illinois, Arkansas, Missouri, Indiana, Minnesota, Wisconsin, Nebraska, Kansas, Tennessee, Kentucky, Ohio, Mississippi, and Oklahoma. The Collateral Agent's lien shall be noted on each certificate of title in accordance with the applicable state's certificate of title act.
A complete listing of all motor vehicles, trailers, and titled equipment owned by the Grantor, including vehicle identification numbers (VINs) or serial numbers, year, make, model, title state, and current lienholder notation (if any), is set forth in Schedule 6.1 attached hereto and incorporated herein by reference.
Section 6.2 — Other Titled Assets
The Grantor confirms that, as of the date hereof, the Grantor does not own any aircraft, watercraft, railroad rolling stock, or other assets that require perfection of a security interest through a federal, state, or other specialized title registration system, other than the motor vehicles and titled equipment described in Section 6.1 above and the intellectual property described in Part V above. In the event that the Grantor acquires any such asset following the date hereof, the Grantor shall promptly notify the Collateral Agent and take all necessary steps to perfect the Collateral Agent's security interest therein.
PART VII — EQUITY INTERESTS AND INVESTMENT PROPERTY
Section 7.1 — Subsidiaries
The Grantor confirms that, as of the date hereof, the Grantor does not have any subsidiaries. Greenfield Agricultural Partners LLC is a single-entity debtor and has not formed, organized, or acquired any direct or indirect subsidiaries at any time since its formation. There are no subsidiary debtors in the Grantor's Chapter 11 case pending before the Bankruptcy Court (Case No. 25-10342, Northern District of Iowa).
Section 7.2 — Equity Interests Owned by the Grantor
The Grantor confirms that, as of the date hereof, the Grantor does not own any equity interests in any other corporation, limited liability company, partnership, joint venture, or other entity, except as follows:
None.
In the event that the Grantor acquires any equity interests in any entity following the date hereof, the Grantor shall promptly notify the Collateral Agent and shall pledge such equity interests to the Collateral Agent pursuant to the DIP Pledge Agreement.
Section 7.3 — Equity Interests in the Grantor
The membership interests in Greenfield Agricultural Partners LLC are held by the following members:
The Grantor's Amended and Restated Limited Liability Company Agreement, dated as of June 1, 2019, governs the issuance, transfer, and encumbrance of membership interests in the Grantor. The LLC Agreement contains customary transfer restrictions, including requirements for Manager consent and rights of first refusal in favor of existing members. The Grantor confirms that the membership interests in the Grantor are not represented by certificates and are not traded on any securities exchange or automated quotation system.
The membership interests described in the DIP Pledge Agreement have been pledged to the Collateral Agent for the benefit of the Lenders, to the extent required by the DIP Credit Agreement and subject to the limitations set forth therein.
PART VIII — COMMERCIAL TORT CLAIMS
Section 8.1 — Known Commercial Tort Claims
The Grantor hereby identifies the following pending or known commercial tort claims held by the Grantor as of the date hereof:
(a) Potential Claim Regarding EPA Re-Registration Delay — ClearGuard XR. The Grantor is evaluating whether it possesses viable commercial tort claims against one or more third parties (including, without limitation, potential claims for tortious interference with business relations and/or negligent misrepresentation) arising from the delay in the EPA re-registration process for the ClearGuard XR herbicide formulation. As of the date hereof, the Grantor has not filed any complaint or initiated any litigation with respect to such potential claims, and the Grantor's evaluation of the factual and legal basis for such claims is ongoing. To the extent that the Grantor determines that it holds one or more actionable commercial tort claims, the Grantor shall promptly supplement this Certificate and provide notice to the Collateral Agent in accordance with the DIP Security Agreement.
(b) No Other Known Commercial Tort Claims. Other than the potential claim described in clause (a) above, the Grantor does not hold any pending or known commercial tort claims as of the date hereof.
The Grantor acknowledges that, pursuant to UCC §9-204(b)(2), a security interest does not attach under a general description to a commercial tort claim, and that each commercial tort claim must be specifically described in the security agreement. To the extent that any commercial tort claim identified above (or hereafter identified) has not been specifically described in the DIP Security Agreement, the Grantor shall execute and deliver such amendments or supplements to the DIP Security Agreement as may be necessary to grant the Collateral Agent a security interest in such commercial tort claim.
PART IX — LETTER OF CREDIT RIGHTS
Section 9.1 — Letters of Credit
The Grantor is the beneficiary of the following letters of credit as of the date hereof:
(a) Standby Letters of Credit — Pre-Petition ABL Revolver. Under the pre-petition ABL Revolving Credit Facility with Prairie State Bank, N.A. (committed amount: $95,000,000; drawn amount as of the Petition Date: $72,300,000), the Grantor had a letter of credit sub-facility with a sub-limit of $10,000,000. As of the Petition Date, the following standby letters of credit were outstanding under such sub-facility:
Total outstanding letters of credit as of the Petition Date: $7,450,000.
(b) Commercial Letters of Credit. The Grantor does not currently maintain any commercial (documentary) letters of credit.
The treatment of the foregoing pre-petition letters of credit in the Chapter 11 case, including the cash collateralization or rollover thereof, is governed by the Interim/Final DIP Orders and the adequate protection provisions contained therein. The Grantor shall cooperate with the Collateral Agent in obtaining such consents and agreements as may be necessary to perfect the Collateral Agent's interest in any letter of credit rights constituting collateral under the DIP Security Agreement.
A complete listing of all letters of credit, including detailed terms and conditions, is set forth in Schedule 9.1 attached hereto and incorporated herein by reference.
PART X — CHATTEL PAPER, INSTRUMENTS, AND DOCUMENTS
Section 10.1 — Tangible and Electronic Chattel Paper
The Grantor confirms that, as of the date hereof, the Grantor does not hold any tangible chattel paper or electronic chattel paper, except as follows:
The Grantor is party to certain equipment installment sale agreements under which the Grantor has sold used agricultural equipment to third-party purchasers on an installment payment basis. Such agreements constitute tangible chattel paper and are maintained at the Grantor's principal place of business in Cedar Falls, Iowa. As of the date hereof, the aggregate outstanding principal balance under all such installment sale agreements is approximately $475,000. The Grantor shall deliver physical possession of all original tangible chattel paper to the Collateral Agent (or its designated agent or bailee) as required by the DIP Security Agreement.
Section 10.2 — Promissory Notes and Instruments
The Grantor confirms that, as of the date hereof, the Grantor does not hold any promissory notes or other negotiable instruments, except as follows:
The Grantor holds two (2) promissory notes from former employees, each representing repayment obligations under the Grantor's executive relocation assistance program. The aggregate outstanding principal balance of such promissory notes is approximately $87,500. Original executed copies of such promissory notes are maintained at the Grantor's principal place of business in Cedar Falls, Iowa, and shall be delivered to the Collateral Agent as required by the DIP Security Agreement.
Section 10.3 — Documents of Title
The Grantor confirms that, as of the date hereof, the Grantor holds various warehouse receipts and bills of lading issued in the ordinary course of its business operations, relating to shipments of raw materials, work-in-process, and finished goods to and from its manufacturing plants, distribution centers, and third-party warehouses. The Grantor does not hold any negotiable documents of title. All documents of title held by the Grantor are non-negotiable (straight) bills of lading and non-negotiable warehouse receipts. The Grantor shall deliver or make available to the Collateral Agent any documents of title as may be required under the DIP Security Agreement.
PART XI — INSURANCE
Section 11.1 — Insurance Policies
The Grantor maintains the following material insurance policies as of the date hereof:
The Grantor confirms that all insurance policies listed above are in full force and effect and that all premiums due thereunder have been paid (or, to the extent that any premiums become due during the pendency of the Chapter 11 case, such premiums are included in the DIP Budget as an ordinary-course administrative expense). The Grantor further confirms that the Collateral Agent has been or will be named as (i) additional insured under the Commercial General Liability, Product Liability, and Umbrella/Excess Liability policies, and (ii) loss payee / mortgagee (as applicable) under the Property Insurance, Inland Marine, and Business Interruption policies, in each case as required by the DIP Security Agreement and the Mortgages.
A complete listing of all insurance policies maintained by the Grantor, including policy numbers, coverage terms, deductibles, and broker contact information, is set forth in Schedule 11.1 attached hereto and incorporated herein by reference.
PART XII — GOVERNMENT CONTRACTS AND PERMITS
Section 12.1 — Material Government Contracts
The Grantor confirms that, as of the date hereof, the Grantor is not a party to any material government contracts (including federal, state, or local government procurement contracts or cooperative purchasing agreements). The Grantor's products are sold exclusively through commercial channels, including agricultural dealers, retailers, cooperatives, and distributors. The Grantor does not participate in any government-sponsored crop protection or agricultural input supply programs that would constitute a "government contract" for purposes of this Certificate.
Section 12.2 — Material Permits and Licenses
The Grantor holds the following material permits, licenses, and regulatory approvals:
(a) EPA Product Registrations. The Grantor holds product registrations issued by the United States Environmental Protection Agency ("EPA") under the Federal Insecticide, Fungicide, and Rodenticide Act ("FIFRA"), 7 U.S.C. §136 et seq., for all of its agricultural chemical products. These registrations are required for the lawful sale and distribution of the Grantor's herbicide, fungicide, adjuvant, and seed treatment products in the United States. The Grantor currently holds EPA registrations for approximately thirty-seven (37) individual product formulations.
ClearGuard XR Re-Registration — Pending. The Grantor's flagship herbicide product, ClearGuard XR, is currently undergoing the EPA re-registration review process pursuant to FIFRA §3(g). The Grantor submitted its complete re-registration data package to the EPA on September 15, 2023. As of the date hereof, the EPA has not issued a final re-registration decision. The delay in the re-registration process has resulted in market uncertainty regarding the continued availability of the ClearGuard XR product and has materially impacted the Grantor's revenue and customer relationships, contributing to the financial circumstances that necessitated the filing of the Chapter 11 case. The existing EPA registration for ClearGuard XR remains in effect during the pendency of the re-registration review, and the Grantor continues to manufacture and sell the product pursuant to such existing registration.
(b) State Agricultural Chemical Permits and Licenses. The Grantor holds state-level pesticide manufacturer, distributor, and/or dealer licenses in the following states in which it manufactures, distributes, or sells its products: Iowa, Illinois, Arkansas, Indiana, Missouri, Tennessee, Kentucky, Minnesota, Wisconsin, Nebraska, Kansas, Ohio, Mississippi, and Oklahoma. Such licenses are subject to annual renewal and are in good standing as of the date hereof.
(c) Environmental Permits — Manufacturing Plants. The Grantor holds the following material environmental permits for its manufacturing facilities:
• Cedar Falls Plant: Iowa Department of Natural Resources — Air Quality Construction Permit, Wastewater Discharge Permit (NPDES), Hazardous Waste Generator Permit (Large Quantity Generator), Stormwater Pollution Prevention Plan (SWPPP).
• Decatur Plant: Illinois Environmental Protection Agency — Air Pollution Control Operating Permit (CAAPP), NPDES Permit, Hazardous Waste Generator Permit, SWPPP.
• Jonesboro Plant: Arkansas Department of Energy and Environment — Air Permit, NPDES Permit, Hazardous Waste Generator Permit, SWPPP.
(d) Other Permits. The Grantor holds various other permits and licenses in the ordinary course of its business, including local building permits, fire safety permits, occupancy permits, and transportation permits for the shipment of hazardous materials.
The Grantor confirms that all material permits and licenses listed above are in full force and effect, and that the Grantor is not aware of any pending or threatened revocation, suspension, modification, or non-renewal of any such permit or license (other than the pending EPA re-registration of ClearGuard XR described above).
PART XIII — JUDGMENTS, LIENS, AND ENCUMBRANCES
Section 13.1 — Existing Liens and Encumbrances
The following existing liens and encumbrances are of record against the Grantor's assets as of the Petition Date:
(a) Pre-Petition First Lien Term Loan. Prairie State Bank, N.A., as Administrative Agent, holds a first-priority security interest in substantially all personal property assets of the Grantor, securing the Grantor's obligations under that certain First Lien Term Loan Credit Agreement, dated as of November 19, 2021, in the original principal amount of $310,000,000. Such security interest is evidenced by UCC-1 Financing Statement No. IA-2021-0934287 filed with the Iowa Secretary of State and by Mortgages recorded against the Grantor's owned real property. As of the Petition Date, the outstanding principal balance under the First Lien Term Loan was approximately $285,000,000, plus accrued and unpaid interest, fees, and expenses.
(b) Pre-Petition ABL Revolving Credit Facility. Prairie State Bank, N.A., as Administrative Agent, holds a first-priority security interest in the Grantor's accounts and inventory (on a split-collateral basis), securing the Grantor's obligations under that certain ABL Revolving Credit Agreement, dated as of March 8, 2023, with a committed amount of $95,000,000. Such security interest is evidenced by UCC-1 Financing Statement No. IA-2023-0217654 filed with the Iowa Secretary of State. As of the Petition Date, the outstanding drawn amount under the ABL Revolver was $72,300,000, plus outstanding letters of credit in the aggregate face amount of $7,450,000, plus accrued and unpaid interest, fees, and expenses.
(c) Potential Mechanics' Lien — Norris Industrial Services LLC. Norris Industrial Services LLC ("Norris") performed compressor overhaul and related mechanical services at the Cedar Falls Plant under a contract in the original amount of $4,200,000. As of the Petition Date, an unpaid balance of approximately $1,600,000 remains outstanding. The Grantor believes that Norris may assert a mechanics' lien against the Cedar Falls Plant real property under Iowa Code Chapter 572. As of the date hereof, no mechanics' lien has been formally filed of record; however, the Grantor has received written correspondence from Norris indicating its intent to file a mechanics' lien claim if the outstanding balance is not resolved. The treatment of the Norris claim (including its potential secured or unsecured status) is subject to the proceedings in the Chapter 11 case.
(d) Tax Liens. As of the date hereof, the Grantor is not aware of any federal, state, or local tax liens filed against the Grantor's assets, other than statutory liens for property taxes that may have accrued but remain unpaid for the current tax year. The Grantor confirms that all federal income tax returns and state income/franchise tax returns through the 2023 tax year have been filed, and the Grantor does not believe that any deficiency assessments or tax lien filings are pending or threatened.
(e) Judgment Liens. As of the date hereof, the Grantor is not aware of any judgment liens entered against the Grantor's assets.
DIP Priming Liens. The Grantor acknowledges that, pursuant to Section 364(d) of the Bankruptcy Code, the Interim DIP Order (and, upon entry, the Final DIP Order), and the DIP Credit Agreement, the liens granted to the Collateral Agent for the benefit of the Lenders under the Security Documents shall constitute superpriority liens that prime and are senior in priority to (i) all pre-petition liens held by Prairie State Bank, N.A., as Administrative Agent, including those described in clauses (a) and (b) above, and (ii) all other existing liens and encumbrances on the Grantor's assets, subject to the Carve-Out and any Permitted Liens (as each such term is defined in the DIP Credit Agreement).
Section 13.2 — Pending Litigation
A description of pending litigation involving the Grantor is set forth in the schedules and statements filed by the Grantor with the Bankruptcy Court pursuant to Section 521 of the Bankruptcy Code and Federal Rule of Bankruptcy Procedure 1007, and is incorporated herein by cross-reference. The Grantor is not aware of any pending litigation (other than the Chapter 11 case itself and the potential mechanics' lien claim described in Section 13.1(c)) that has resulted in, or is reasonably expected to result in, a lien or encumbrance on the Grantor's assets. To the extent that any litigation gives rise to a commercial tort claim, such claim has been or will be identified in Part VIII of this Certificate.
SCHEDULES AND EXHIBITS
The following Schedules are attached hereto and incorporated herein by reference. Each Schedule forms an integral part of this Certificate, and the information set forth therein shall be deemed certified by the Grantor with the same force and effect as the information set forth in the body of this Certificate.
• Schedule 2.2(a): Addresses of All 14 Regional Distribution Centers
• Schedule 2.3: Third-Party Collateral Locations (Warehouses, Bailees, Consignees, and Co-Manufacturers)
• Schedule 2.5: Leased Real Property (Landlord, Address, Lease Term, Landlord Waiver Status)
• Schedule 3.3: Existing UCC Filings (Complete Listing Including Amendments, Continuations, and Assignments)
• Schedule 4.1: Complete Deposit Account Listing (Including Routing Numbers and DACA Status)
• Schedule 5.1: Patents and Patent Applications
• Schedule 5.2: Trademarks and Trademark Applications (Including ClearGuard XR)
• Schedule 5.3: Copyrights and Copyright Applications
• Schedule 5.4: Domain Names
• Schedule 5.5: IP Licenses (In-Bound and Out-Bound)
• Schedule 6.1: Motor Vehicles and Titled Equipment (VIN/Serial Numbers, Year, Make, Model, Title State)
• Schedule 9.1: Letters of Credit (Detailed Terms and Conditions)
• Schedule 11.1: Insurance Policies (Complete Policy Listing with Deductibles and Broker Information)
Note: The Schedules listed above are to be completed and attached prior to the Closing Date. Certain Schedules may be delivered within the time periods specified in the DIP Credit Agreement or the Interim/Final DIP Orders. The Grantor shall supplement and update the Schedules from time to time as required by the DIP Security Agreement.