1020-00002 · Client 1020 · Correspondence

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PRIVILEGED & CONFIDENTIAL

CALDERWOOD & HARKNESS LLP Attorneys at Law

450 Park Avenue New York, New York 10022 Telephone: (212) 558-4000 Facsimile: (212) 558-3588

Iowa Office: 801 Grand Avenue, Suite 3300 Des Moines, Iowa 50309 Telephone: (515) 246-7200 Facsimile: (515) 246-7210

May 19, 2025

VIA EMAIL AND HAND DELIVERY

Richard Yeung, Esq. Harmon & Keach LLP 51 West 52nd Street New York, New York 10019

Re: In re Greenfield Agricultural Partners LLC, Case No. 25-01147 (Bankr. N.D. Iowa) — Debtor's Revised Markup of Senior Secured Superpriority Debtor-in-Possession Credit Agreement

Engagement No.: 1020-00002

Dear Richard:

I. Transmittal of Revised Draft

On behalf of Greenfield Agricultural Partners LLC ("Greenfield" or the "Debtor"), debtor and debtor-in-possession in the above-referenced Chapter 11 case pending before the Honorable Margaret R. Dunleavy in the United States Bankruptcy Court for the Northern District of Iowa, Cedar Rapids Division, Calderwood & Harkness LLP encloses herewith the Debtor's revised markup (the "Revised Draft") of the Senior Secured Superpriority Debtor-in-Possession Credit Agreement (the "DIP Credit Agreement") among Greenfield Agricultural Partners LLC, as Borrower, Ironclad Capital Partners LP, as Administrative Agent, Meridian Trust Company, as Collateral Agent, and the lenders party thereto from time to time.

The Revised Draft reflects the Debtor's responses to the comments and comprehensive redline received from Harmon & Keach LLP on behalf of Ironclad Capital Partners LP ("Ironclad"), in its capacity as Administrative Agent, and the DIP Lender syndicate consisting of (i) Ironclad Capital Partners LP, (ii) Ridgeline Opportunity Fund III LP ("Ridgeline"), and (iii) Bramblewood Credit Advisors LLC ("Bramblewood" and, together with Ironclad and Ridgeline, the "Lender Group"), which redline was transmitted to our office on May 18, 2025. The Revised Draft is provided in both clean and blackline format, the latter marked against the Harmon & Keach redline of May 18, 2025, to facilitate your review. A comparison chart summarizing the Debtor's response to each Lender comment (accept, reject, or modify) is also enclosed.

As you are aware, the DIP Credit Agreement contemplates a $175,000,000 senior secured superpriority revolving credit facility (the "DIP Facility"), with commitments allocated as follows:

Meridian Trust Company will act as Collateral Agent under the DIP Credit Agreement and the related DIP Security Documents, with customary collateral agent duties and protections as set forth in Article IX of the DIP Credit Agreement.

We wish to emphasize the urgency of the parties' reaching agreement on the remaining open issues. The Debtor filed its voluntary petition under Chapter 11 of the Bankruptcy Code on May 15, 2025 (the "Petition Date"). Pursuant to the proposed milestone schedule set forth in the DIP Credit Agreement, and consistent with the Debtor's operational needs, the Interim DIP Order must be entered by May 22, 2025, which is five business days from the Petition Date. Absent entry of the Interim DIP Order by that date, the Debtor will lack sufficient liquidity to fund its ongoing operations — including the purchase of raw materials for the upcoming peak season, payroll obligations across its three manufacturing plants and fourteen distribution centers, and critical vendor payments necessary to maintain its supply chain — all of which are essential to the preservation of value for the benefit of the Debtor's estate and all stakeholders. Accordingly, time is of the essence in resolving the remaining open points discussed in this letter.

II. Summary of Accepted Lender Comments

Before turning to the open issues, we wish to acknowledge that the Debtor has accepted a substantial majority of the Lender Group's comments as reflected in the May 18, 2025 redline. We believe this demonstrates the Debtor's good faith and its commitment to finalizing the DIP Credit Agreement on an expedited basis. The principal Lender Group comments that the Debtor has accepted without modification include the following:

Pricing and Fees. The Debtor has accepted the interest rate structure as proposed by the Lender Group, which is consistent with the executed term sheet dated May 12, 2025. Specifically, the Debtor has accepted:

• Interest Rate: The Secured Overnight Financing Rate ("SOFR") plus 850 basis points, with a SOFR floor of 4.00%, resulting in a minimum all-in interest rate of 12.50% per annum;

• Default Rate: An additional 200 basis points above the applicable interest rate (i.e., SOFR plus 1,050 basis points), applicable upon the occurrence and during the continuance of an Event of Default;

• Closing Fee: 2.00% of aggregate commitments, equal to $3,500,000, payable in full upon entry of the Interim DIP Order;

• Exit Fee: 1.00% of aggregate commitments, equal to $1,750,000, payable upon the earliest to occur of (a) the Maturity Date, (b) repayment of the DIP Facility in full, or (c) acceleration of the DIP Obligations following an Event of Default; and

• Unused Line Fee: 0.50% per annum on undrawn commitments, payable monthly in arrears.

Draw Availability. The Debtor has accepted the Lender Group's proposed draw availability structure, which provides for (a) interim draw availability of $80,000,000 upon entry of the Interim DIP Order by the Bankruptcy Court, and (b) final draw availability of the remaining $95,000,000 (for aggregate availability of $175,000,000) upon entry of the Final DIP Order. This structure is consistent with the term sheet and provides the Debtor with adequate initial liquidity while preserving appropriate Lender protections pending final approval by the Bankruptcy Court.

Maturity. The Debtor has accepted the maturity provisions as proposed, under which the DIP Facility matures upon the earliest to occur of (a) twelve months from the Petition Date (May 15, 2026), (b) the effective date of a confirmed Chapter 11 plan of reorganization, (c) the consummation of a sale of substantially all of the Debtor's assets pursuant to Section 363 of the Bankruptcy Code, or (d) the occurrence of an Event of Default (subject to the grace and cure period modifications discussed in Section III.3 below).

Superpriority and Lien Status. The Debtor has accepted the superpriority and lien structure as proposed, which provides for:

• A superpriority administrative expense claim pursuant to Section 364(c)(1) of the Bankruptcy Code, having priority over all administrative expense claims and unsecured claims against the Debtor, other than the Carve-Out;

• First-priority priming liens on all assets of the Debtor that are subject to pre-petition liens, pursuant to Section 364(d) of the Bankruptcy Code, subject to the adequate protection package for the pre-petition secured lenders described below; and

• First-priority liens on all unencumbered assets of the Debtor pursuant to Sections 364(c)(2) and 364(c)(3) of the Bankruptcy Code.

Governing Law. The Debtor has accepted the governing law provisions as proposed, under which the DIP Credit Agreement is governed by the laws of the State of New York (without regard to conflicts of law principles), and all proceedings relating to the administration of the Chapter 11 case, the DIP Orders, and the approval of the DIP Facility are governed by the laws of the State of Iowa and the Bankruptcy Code as applied in the Northern District of Iowa.

Carve-Out. The Debtor has accepted the carve-out structure as proposed by the Lender Group, subject to one minor clarification discussed in Section III.6 below. Specifically, the accepted carve-out structure provides for:

• Pre-Trigger Carve-Out: Uncapped accrued but unpaid professional fees and expenses of estate professionals retained pursuant to Sections 327 and 1103 of the Bankruptcy Code, in each case incurred prior to the delivery of a Carve-Out Trigger Notice by the Administrative Agent;

• Post-Trigger Carve-Out for Estate Professionals: $2,500,000 in the aggregate for fees and expenses of estate professionals incurred after the delivery of a Carve-Out Trigger Notice; and

• Post-Trigger Carve-Out for U.S. Trustee Fees: $500,000 for statutory fees payable to the United States Trustee under 28 U.S.C. § 1930(a)(6),

for an aggregate post-trigger carve-out of $3,000,000.

Financial Covenants. The Debtor has accepted the financial covenants as proposed by the Lender Group, including:

• Minimum Liquidity: The Debtor shall maintain minimum liquidity of not less than $15,000,000 at all times, measured as the sum of unrestricted cash and cash equivalents on hand in the DIP accounts plus available (undrawn) commitments under the DIP Facility;

• Maximum Budget Variance: Actual aggregate disbursements shall not exceed budgeted aggregate disbursements by more than 15% on a rolling four-week basis, tested weekly as of the last business day of each calendar week; and

• Minimum EBITDA: The Debtor shall not permit EBITDA (as defined in the DIP Credit Agreement) to be less than negative $5,000,000 for any rolling four-week period.

Adequate Protection Package. The Debtor has accepted the adequate protection package for the pre-petition secured lenders (Prairie State Bank, N.A., as administrative agent under the pre-petition ABL Credit Agreement, together with Hawthorn National Bank and Northland Savings Bank, F.S.B., as participating lenders) as proposed, including:

• Replacement liens on all collateral of the Debtor, junior in priority to the DIP liens and the Carve-Out, to the extent of any diminution in the value of such pre-petition secured lenders' interests in the pre-petition collateral;

• A superpriority administrative expense claim under Section 507(b) of the Bankruptcy Code, junior in priority to the DIP superpriority claim and the Carve-Out;

• Current-pay interest at the non-default contract rate under the pre-petition ABL Credit Agreement (SOFR plus 450 basis points); and

• Monthly reporting regarding the status and value of the pre-petition collateral.

III. Summary of Principal Open Issues

Notwithstanding the substantial agreement reflected above, several material open issues remain between the parties. We set forth below the Debtor's position on each such issue, as reflected in the Revised Draft. We are hopeful that these remaining points can be resolved promptly and in a manner satisfactory to all parties.

1. Roll-Up of Pre-Petition ABL Obligations ($20,000,000)

The Lender Group's May 18, 2025 redline proposes that $20,000,000 of pre-petition revolving credit obligations outstanding under the Debtor's pre-petition ABL Credit Agreement — under which $72,300,000 is currently drawn against an aggregate committed facility of $95,000,000, with Prairie State Bank, N.A. as administrative agent and Hawthorn National Bank and Northland Savings Bank, F.S.B. as participating lenders — be "rolled up" into the DIP Facility on a dollar-for-dollar basis, thereby converting such pre-petition obligations to post-petition superpriority DIP obligations entitled to the lien priority, superpriority status, and other protections afforded to DIP Loans under the DIP Credit Agreement.

The Debtor does not object in principle to the proposed roll-up, which was anticipated in the executed term sheet and is understood to be a condition of the ABL lenders' consent to the use of cash collateral and the priming of their existing liens. However, the Debtor requests the following modifications to the roll-up provisions as set forth in the Lender Group's May 18 redline, each of which is reflected in the Revised Draft:

(a) Timing — Final DIP Order Only. The Debtor proposes that the roll-up of the $20,000,000 pre-petition ABL obligation occur only upon entry of the Final DIP Order, and not upon entry of the Interim DIP Order. This modification is appropriate for several reasons. First, it is consistent with established practice in the Northern District of Iowa and the prevailing view of most bankruptcy courts, which generally disfavor roll-ups on an interim basis absent extraordinary circumstances. Second, it will permit the Official Committee of Unsecured Creditors, once appointed by the United States Trustee (which appointment we anticipate will occur within the first two weeks following the Petition Date), to review the roll-up provisions and, if appropriate, raise any objections at the Final DIP hearing. We note that Archer Grayson & Cole LLP has been informally identified as prospective counsel to the Committee, and we anticipate early engagement with that firm on DIP-related issues. Third, interim DIP approval is routinely limited to new-money advances necessary to prevent immediate and irreparable harm to the estate; the roll-up of pre-petition obligations does not fall within that category.

(b) Segregation for Covenant Testing Purposes. The Debtor proposes that the $20,000,000 rolled-up amount be clearly segregated from new-money DIP borrowings for all purposes related to the calculation of the budget variance covenant and the minimum liquidity covenant set forth in Article VII of the DIP Credit Agreement. This segregation is important to ensure that the Debtor's compliance with these covenants is measured against the 13-week DIP budget, which was prepared on a new-money basis and does not contemplate the rolled-up amount as a component of operating disbursements or liquidity. The Revised Draft includes a defined term "New Money DIP Loans" and a defined term "Roll-Up DIP Loans" to accomplish this segregation clearly.

(c) Aggregate Facility Cap — No Additive Effect. The Debtor's Revised Draft clarifies that the $20,000,000 roll-up is a sub-facility within the aggregate $175,000,000 DIP Facility commitment, and not additive thereto. The Lender Group's May 18 draft is ambiguous on this point: certain provisions refer to "aggregate commitments of $175,000,000" while other provisions (including the commitment schedule in Exhibit A) appear to suggest that the roll-up amount could be in addition to the stated commitments. The Revised Draft resolves this ambiguity by specifying that the DIP Facility consists of (i) $155,000,000 in new-money revolving commitments and (ii) a $20,000,000 roll-up sub-facility, for an aggregate not to exceed $175,000,000.

We note that the roll-up is a condition of the consent of Prairie State Bank, N.A. (through Thomas Whitaker, Senior Vice President, Loan Workout Group) to the use of cash collateral and the priming of the pre-petition ABL liens. We expect to receive the formal Consent Letter from Prairie State Bank on or about May 20, 2025, and anticipate that such Consent Letter will be conditioned on the roll-up being incorporated into the Interim and Final DIP Orders on terms satisfactory to Prairie State Bank.

2. Milestone Schedule

The Lender Group's May 18 redline includes the following milestone schedule (the "Lender Milestone Schedule"):

The Debtor agrees with the proposed Interim DIP Order milestone (May 22, 2025, or five business days post-Petition Date). However, the Debtor respectfully proposes the following modifications to the remaining milestones, each of which is reflected in the Revised Draft:

(a) Final DIP Order — 35 Days Post-Petition Date (June 19, 2025). The Debtor proposes extending the Final DIP Order milestone by five days, from 30 days to 35 days post-Petition Date. This extension is consistent with the milestone schedule set forth in the originally executed term sheet dated May 12, 2025, and provides adequate time for (i) service of the required 21-day notice of the Final DIP hearing under Bankruptcy Rules 2002 and 4001, (ii) the objection period, (iii) formation of the Official Committee of Unsecured Creditors and retention of its professionals, and (iv) any necessary negotiations with the Committee regarding the DIP terms. We believe that this additional time will reduce the risk of contested proceedings at the Final DIP hearing and ultimately result in a more efficient process.

(b) Filing of Plan or § 363 Sale Motion — 150 Days Post-Petition Date (October 12, 2025). The Debtor proposes extending this milestone by 30 days, from 120 days to 150 days post-Petition Date. This extension is warranted by the complexity of the Debtor's operations, which span three manufacturing plants (Cedar Falls, Iowa; Decatur, Illinois; and Jonesboro, Arkansas) and fourteen distribution centers located across nine states. The Debtor's business in agricultural chemical products is inherently seasonal, with peak sales concentrated in the second and third calendar quarters (April through September) coinciding with the planting and growing season. The Debtor requires adequate time to demonstrate post-petition operating performance during the current growing season, which performance will be critical to the valuation and marketability of the business in any plan or sale process. In addition, the Debtor's flagship herbicide product, ClearGuard XR, is currently subject to a re-registration review by the United States Environmental Protection Agency (the "EPA"), and the outcome of that review process — which is expected to be substantially advanced, if not concluded, by early October 2025 — will materially affect the valuation of the Debtor's intellectual property portfolio and the overall enterprise value of the business. An unreasonably compressed plan or sale timeline would risk value destruction and would not serve the interests of any stakeholder.

(c) Confirmation or Sale Closing — 270 Days Post-Petition Date (February 8, 2026). The Debtor proposes extending this milestone by 30 days, from 240 days to 270 days post-Petition Date. This extension is consistent with the milestone schedule in the originally executed term sheet and is necessary to complete the disclosure statement approval process, the solicitation of votes on any proposed plan, and the confirmation hearing, or, alternatively, to complete a § 363 marketing and sale process, including the conduct of an auction if warranted by the level of bidder interest. We note that the DIP Facility's outside maturity date of May 15, 2026 (12 months from the Petition Date) provides ample cushion — approximately 96 days — beyond even the Debtor's proposed confirmation/closing milestone of February 8, 2026.

The following table summarizes the Debtor's counter-proposal alongside the Lender Group's proposal:

3. Events of Default — Grace and Cure Periods

The Lender Group's May 18 redline removes or materially shortens several grace and cure periods for Events of Default set forth in Article VIII of the DIP Credit Agreement. The Debtor understands the Lender Group's interest in maintaining robust default protections in the DIP context, and the Revised Draft does not seek to restore the full complement of grace and cure periods that would be customary in an out-of-court credit facility. However, the Debtor proposes the following targeted modifications, which are consistent with market practice in DIP financings of this size and complexity:

(a) Financial Covenant Breach — 3 Business Day Notice and Cure Period. The Lender Group's May 18 redline provides that any breach of the financial covenants set forth in Section 7.01 (Minimum Liquidity), Section 7.02 (Maximum Budget Variance), or Section 7.03 (Minimum EBITDA) constitutes an immediate Event of Default with no grace or cure period. The Debtor proposes a three-business-day notice and cure period for breaches of the minimum liquidity covenant and the budget variance covenant. This limited cure period is appropriate because liquidity and disbursement variances may reflect timing differences in the receipt of seasonal receivables and the payment of vendor obligations, rather than fundamental deterioration in the Debtor's financial condition or operations. By way of illustration, the Debtor's approved 13-week DIP budget contemplates that operating receipts will rise from approximately $38,200,000 in Budget Weeks 1 through 4 (May 15 – June 11, 2025) to approximately $49,800,000 in Budget Weeks 9 through 13 (July 10 – August 13, 2025), reflecting the expected acceleration of agricultural chemical sales as the growing season progresses. A temporary, timing-driven dip in liquidity or a modest acceleration in disbursements associated with the ramp-up of seasonal production should not trigger an irrevocable Event of Default.

We note that the Debtor is not requesting any grace or cure period for the minimum EBITDA covenant, and we recognize that the EBITDA covenant, which has been set at negative $5,000,000 for any rolling four-week period, is already calibrated to accommodate the Debtor's seasonal operating profile.

(b) Milestone Default — 5 Business Day Cure Period. The Lender Group's May 18 redline provides that the failure to meet any milestone set forth in Section 6.15 constitutes an immediate Event of Default with no grace or cure period. The Debtor proposes a five-business-day cure period following written notice from the Administrative Agent. This limited cure period is appropriate to account for delays outside the Debtor's control, including, without limitation, scheduling constraints of the Bankruptcy Court, contested matters or discovery disputes raised by third parties, and procedural requirements under the Bankruptcy Rules and the Local Rules of the Northern District of Iowa. The Debtor has committed to meeting the milestones on an expedited basis and does not seek to use the cure period as a mechanism for delay. Rather, the cure period provides a narrow safety valve for circumstances in which the Debtor has diligently pursued the milestone but is unable to achieve it on the exact date specified due to external factors.

(c) Material Adverse Change Default — Carve-Outs for Known Conditions. The Lender Group's May 18 redline includes a broadly worded "material adverse change" ("MAC") default provision that, as currently drafted, could arguably be triggered by conditions that are known to all parties as of the Petition Date and that do not represent a post-petition deterioration in the Debtor's condition. The Debtor proposes conforming the MAC definition (Section 1.01, "Material Adverse Effect") to expressly exclude: (i) the effects of the Chapter 11 filing itself and the administration of the bankruptcy case (including the appointment of a committee, the filing of claims, and related litigation customary in Chapter 11 proceedings); (ii) seasonal fluctuations in agricultural demand, production volumes, and revenues, consistent with the Debtor's historical operating patterns; and (iii) the pendency of the EPA re-registration process for ClearGuard XR, including any communications, requests for information, or preliminary findings issued by the EPA in connection with that process, each of which is a known condition as of the Petition Date and was disclosed to the Lender Group in connection with the due diligence process and the negotiation of the term sheet. The Revised Draft includes specific carve-out language in the MAC definition to accomplish this exclusion.

(d) Cross-Default to Pre-Petition Agreements — Carve-Out for Known Pre-Petition Defaults. The Lender Group's May 18 redline includes a cross-default provision in Section 8.01(e) providing that a default under any "Other Agreement" (defined broadly to include pre-petition credit agreements, indentures, and other material agreements) constitutes an Event of Default under the DIP Credit Agreement. As currently drafted, this provision could be triggered by known pre-petition defaults that precipitated the Chapter 11 filing and that cannot be cured during the pendency of the case. The Debtor proposes clarifying that the following known pre-petition events are carved out from the cross-default provision: (i) the leverage ratio breach under the pre-petition ABL Credit Agreement (actual ratio of 9.82x versus the 6.50x maximum permitted ratio as of the fiscal quarter ended March 31, 2025); (ii) the expiration of the Forbearance Agreement among Greenfield, Prairie State Bank, N.A., and the participating lenders, which expired by its terms on May 1, 2025 without extension; and (iii) the missed semi-annual interest payment of $3,681,250 on the Debtor's 8.75% Senior Unsecured Notes due 2028, which payment was due on April 15, 2025 and was not made following the expiration of the 30-day grace period under the indenture. These are known pre-petition events that were fully disclosed to the Lender Group and formed part of the context for the DIP Facility.

4. Reporting Requirements — Frequency and Scope

The Lender Group's May 18 redline sets forth comprehensive reporting requirements in Section 6.01 of the DIP Credit Agreement. The Debtor recognizes the importance of robust and timely reporting in a DIP financing and has accepted the majority of the Lender Group's reporting proposals. However, the Debtor requests the following targeted modifications, which are reflected in the Revised Draft:

(a) Weekly Budget Variance Reports and Cash Flow Forecast Updates. The Debtor accepts the requirement to deliver weekly budget variance reports and weekly updates to the 13-week rolling cash flow forecast, in each case within three business days following the end of each calendar week. These reports are consistent with the weekly testing of the budget variance covenant and will provide the Lender Group with timely visibility into the Debtor's cash position and operating performance.

(b) Monthly Financial Statements. The Debtor accepts the requirement to deliver monthly unaudited financial statements, including an income statement, balance sheet, and statement of cash flows, within 30 days following the end of each calendar month.

(c) Monthly Operational Reports — 30-Day Delivery Period. The Debtor proposes that the monthly operational reports (covering production volumes, inventory levels by category and location, distribution throughput, and key operational metrics) be delivered within 30 days following the end of each calendar month, rather than within the 15-day period proposed by the Lender Group. The Debtor's operations span three manufacturing plants — in Cedar Falls, Iowa; Decatur, Illinois; and Jonesboro, Arkansas — and fourteen distribution centers located across nine states. Patricia Langford, the Debtor's Chief Financial Officer, and her finance and accounting team require adequate time to compile, consolidate, and verify operational data from these geographically dispersed facilities, particularly with respect to inventory levels and production yield calculations that require input from plant-level managers and quality assurance personnel. A 15-day delivery period is not feasible without a material risk of inaccuracy that would undermine the utility of the reports.

(d) EPA/Regulatory Communications — 5 Business Day Reporting Period. The Lender Group's May 18 redline requires "real-time" reporting of any EPA or regulatory communications regarding ClearGuard XR or other registered products. The Debtor proposes that such communications be reported to the Administrative Agent within five business days of receipt. The term "real-time" is impractical given the volume and nature of regulatory correspondence that the Debtor receives in the ordinary course of its business. Greenfield holds registrations with the EPA and state-level regulatory agencies for over 40 active product formulations and receives numerous routine regulatory inquiries, compliance verification letters, label amendment requests, and data call-in notices on a regular basis. The Debtor does not object to prompt reporting of material regulatory developments — particularly any developments relating to the ClearGuard XR re-registration process — but requests a reasonable reporting window to allow in-house counsel to review the correspondence, assess its materiality, and prepare an appropriate summary for the Lender Group.

(e) Litigation/Regulatory Notice Threshold — $1,000,000. The Debtor proposes increasing the threshold for prompt notice of litigation, regulatory actions, or environmental events from $500,000 (as proposed by the Lender Group) to $1,000,000 in potential exposure. Greenfield's operations as a manufacturer and distributor of agricultural chemical products involve regular interaction with federal and state environmental regulators, including the EPA, state departments of agriculture, and state environmental quality agencies. The Debtor is routinely subject to minor regulatory inquiries, compliance inspections, and small-scale remediation activities that do not rise to a level of materiality warranting notice to the Lender Group. A $500,000 threshold would result in over-reporting of routine matters and would impose an unnecessary administrative burden on the Debtor's in-house legal team at a time when resources are already stretched thin by the demands of the Chapter 11 case. A $1,000,000 threshold more appropriately captures matters that are genuinely material to the Debtor's operations and financial condition.

5. DIP Budget — Variance Methodology Clarifications

The Debtor's Revised Draft includes clarifying language in Section 7.02 and the related definitions regarding the calculation of the 15% maximum cumulative variance covenant. Although the Debtor has accepted the substance of this covenant as proposed by the Lender Group, the Debtor believes that additional specificity regarding the methodology of the variance calculation is important to avoid disputes during the administration of the DIP Facility. The Revised Draft incorporates the following clarifications:

(a) The variance is to be measured by comparing actual aggregate disbursements to budgeted aggregate disbursements on a rolling four-week basis, with the first testing period commencing on the fourth full week following the Petition Date (i.e., the week ending June 11, 2025). For the avoidance of doubt, the variance is calculated on a cumulative (not line-item) basis within each rolling four-week testing period.

(b) Capital expenditures and restructuring professional fees are to be included in the calculation of "Aggregate Disbursements" for purposes of the variance test. The Revised Draft includes these categories within the definition of "Disbursements" to ensure consistency with the approved 13-week DIP budget, which includes line items for both capital expenditures and professional fees.

(c) DIP Facility fees — specifically, the closing fee of $3,500,000, the exit fee of $1,750,000, and the unused line fee — are excluded from the variance test, as these are non-operating in nature, are fixed or formula-based, and do not reflect the Debtor's operational performance or cash management practices. The Revised Draft includes a specific exclusion for "DIP Facility Fees" from the definition of "Disbursements."

(d) The initial 13-week budget period runs from May 15, 2025 through August 13, 2025. The Revised Draft provides that the 13-week budget shall be extended in successive four-week increments upon approval by the Required Lenders, and adds a proviso that such approval "shall not be unreasonably withheld, conditioned, or delayed" so long as the Debtor is in compliance with its covenants under the DIP Credit Agreement at the time of the extension request. The Debtor believes that this proviso is appropriate to prevent the budget extension process from being used as a de facto termination mechanism for the DIP Facility.

6. Carve-Out — Minor Clarification

The Debtor has accepted the carve-out structure as set forth in the Lender Group's May 18 redline, as described in Section II above. However, the Revised Draft includes a clarifying footnote to Section 2.07(b) of the DIP Credit Agreement specifying that the $2,500,000 post-trigger allocation for estate professionals encompasses the fees and expenses of both (a) professionals retained by the Debtor, including Calderwood & Harkness LLP (restructuring counsel), Claridge Advisory Group LLC (financial advisor), Holloway & Birch LLP (special regulatory counsel), and Bellwether Valuation Services Inc. (valuation advisor), and (b) professionals retained by the Official Committee of Unsecured Creditors (anticipated to be Archer Grayson & Cole LLP as counsel and any financial advisor retained by the Committee). The purpose of this clarification is to confirm the parties' shared understanding that the post-trigger carve-out is not limited to the Debtor's professionals but is available on a first-come, first-served basis to all estate professionals.

The $500,000 allocation for U.S. Trustee fees is consistent with the estimated quarterly fee payable to the United States Trustee for Region 12 (Northern District of Iowa), which the Debtor estimates at approximately $325,000 per quarter based on projected disbursements. The Revised Draft does not propose any modification to this allocation.

7. Conditions Precedent — Requested Modifications

The Debtor requests the following modifications to the conditions precedent to the initial borrowing under the DIP Facility set forth in Article V of the DIP Credit Agreement. These requests are driven by practical considerations regarding the timeline for the interim hearing and the Debtor's ability to satisfy certain conditions in the extremely compressed period between the Petition Date and the anticipated entry of the Interim DIP Order:

(a) Appraisal Requirement. The Lender Group's May 18 redline requires, as a condition precedent to the initial borrowing under the Interim DIP Order (Section 5.01(g)), delivery of a completed appraisal of all DIP collateral prepared by Bellwether Valuation Services Inc. (Gregory Pineda, Senior Managing Director). The Debtor proposes that the completed appraisal be a condition precedent only to the final draw of DIP funds following entry of the Final DIP Order, and that the condition precedent for the interim draw be modified to require only (i) evidence of the engagement of Bellwether Valuation Services Inc. and (ii) delivery of a preliminary desktop valuation prepared by Bellwether covering the principal categories of collateral. A full appraisal across all of the Debtor's real property (including the three manufacturing plants in Cedar Falls, Decatur, and Jonesboro, as well as the 640-acre research and development farm located in Ames, Iowa), personal property (including equipment, inventory, and vehicles), and intellectual property (including product registrations, trademarks, trade secrets, and proprietary formulations) cannot be completed in the seven-day period between the Petition Date and May 22, 2025. Bellwether has confirmed to us that a comprehensive appraisal will require approximately 30 to 45 days from engagement, which is consistent with the timeline for the Final DIP Order.

(b) Directors and Officers Insurance. The Lender Group's May 18 redline requires, as a condition precedent (Section 5.01(k)), delivery of a certificate confirming that the Debtor's directors and officers liability insurance is in full force and effect. The Debtor confirms that Policy No. SIG-DO-2024-07821, issued by Stonebridge Insurance Group Ltd., remains in full force and effect with an aggregate limit of $15,000,000 and a policy period running through December 31, 2025. The Revised Draft includes an affirmative representation in Section 4.22 to this effect, together with a covenant in Section 6.09 requiring the Debtor to maintain D&O coverage in an amount not less than $15,000,000 throughout the term of the DIP Facility.

(c) Perfection Certificate. The Lender Group's May 18 redline requires delivery of a perfection certificate as a condition precedent to the initial borrowing (Section 5.01(h)). The Debtor proposes that the perfection certificate be delivered within five business days following entry of the Interim DIP Order rather than as a condition precedent thereto. The perfection certificate requires the compilation and verification of a substantial volume of jurisdictional and collateral location information, including UCC filing jurisdictions in Iowa, Illinois, and Arkansas; listings of all deposit accounts, securities accounts, and commodity accounts; schedules of intellectual property registrations (including EPA product registrations, trademarks, and patents); and identification of all real property interests. Given the scope and geographic dispersion of the Debtor's assets, this process cannot be completed with the requisite accuracy by May 22, 2025. The Debtor will deliver a substantially complete draft of the perfection certificate by May 21, 2025 and will finalize it within five business days following entry of the Interim DIP Order.

IV. Schedule of Enclosures

The following documents are enclosed with this letter:

Enclosure 1: Revised Draft — Senior Secured Superpriority Debtor-in-Possession Credit Agreement (clean copy).

Enclosure 2: Revised Draft — Senior Secured Superpriority Debtor-in-Possession Credit Agreement (blackline, marked against the Harmon & Keach LLP redline of May 18, 2025).

Enclosure 3: Markup Comparison Chart summarizing the Debtor's responses to each comment in the Lender Group's May 18, 2025 redline (identifying each comment as "Accepted," "Rejected," or "Modified," with explanatory notes for all rejected and modified comments).

V. Proposed Next Steps and Timeline

Given the urgency of the timeline set forth above, we respectfully propose the following next steps:

1. Negotiation Call — May 20, 2025. We request a call with you and Laura Brennan (Harmon & Keach) for the morning of Tuesday, May 20, 2025 to discuss the remaining open issues identified in this letter. We are available at any time between 8:00 a.m. and 12:00 p.m. Eastern and will have Gabrielle Moss, Amy Chesterton, and the relevant members of the Debtor's team available to participate as needed. Please confirm your availability at your earliest convenience.

2. Parallel Workstreams — Court Filings. Calderwood & Harkness is concurrently finalizing the following court filings in connection with the DIP Facility, each of which is expected to be filed with the Bankruptcy Court on or before May 20, 2025:

(a) Emergency Motion for Entry of Interim and Final Orders (I) Authorizing the Debtor to Obtain Post-Petition Financing Pursuant to 11 U.S.C. §§ 364(c) and 364(d), (II) Granting Liens and Superpriority Administrative Expense Claims, (III) Authorizing the Use of Cash Collateral, (IV) Granting Adequate Protection to Pre-Petition Secured Lenders, and (V) Scheduling a Final Hearing;

(b) Declaration of Patricia Langford, Chief Financial Officer of Greenfield Agricultural Partners LLC, in Support of Emergency Motion for DIP Financing (attaching, among other things, the 13-week DIP budget and a description of the Debtor's liquidity needs);

(c) Declaration of Nolan Ashworth, Managing Director of Claridge Advisory Group LLC, in Support of Emergency Motion for DIP Financing (addressing the reasonableness of the DIP terms, the marketing process conducted pre-petition, and the absence of viable alternative sources of financing); and

(d) Proposed Interim Order and proposed Final Order.

3. Interim Hearing Scheduling. Gabrielle Moss (Calderwood & Harkness Lead Associate) transmitted an email to the chambers of the Honorable Margaret R. Dunleavy on May 16, 2025 requesting the scheduling of the interim hearing on the DIP Motion for May 22, 2025. We are awaiting confirmation from chambers and will advise you promptly upon receipt.

4. Target for Execution-Ready DIP Credit Agreement. Our target is to have an execution-ready DIP Credit Agreement by end of day on Wednesday, May 21, 2025, which is one day prior to the anticipated Interim DIP Order hearing. We ask that you and your team prioritize review of the Revised Draft and the enclosed comparison chart to facilitate achievement of this target.

5. Ancillary Documents. The following ancillary documents are being prepared concurrently by Calderwood & Harkness and will be circulated to Harmon & Keach in substantially final form by May 20, 2025:

(a) DIP Promissory Notes (one per Lender);

(b) DIP Security Agreement (granting the Collateral Agent a first-priority security interest in all personal property of the Debtor);

(c) DIP intellectual Property Security Agreement (granting the Collateral Agent a first-priority security interest in the Debtor's intellectual property, including EPA product registrations, trademarks, patents, and trade secrets);

(d) Mortgages for the Debtor's real property located at the Cedar Falls, Iowa manufacturing plant, the Decatur, Illinois manufacturing plant, and the Jonesboro, Arkansas manufacturing plant;

(e) Officer's Certificate (to be executed by Patricia Langford, CFO);

(f) Borrowing Request (initial interim borrowing of $80,000,000); and

(g) Solvency Certificate (to be prepared in consultation with Claridge Advisory Group LLC).

6. Adequate Protection and Intercreditor Matters. The Adequate Protection Stipulation with Prairie State Bank, N.A. (negotiated by Thomas Whitaker, SVP, Loan Workout Group) and the Consent Letter from Prairie State Bank are being negotiated on a parallel track and are expected to be finalized by May 20, 2025. In addition, the Intercreditor Agreement between Ironclad Capital Partners LP (in its capacity as DIP Administrative Agent) and Prairie State Bank, N.A. (in its capacity as pre-petition first lien administrative agent) is also being prepared and will be circulated to all parties promptly.

VI. Confidentiality and Privilege

This letter and the enclosed Revised Draft are transmitted for purposes of settlement negotiations between the Debtor and the Lender Group in connection with the DIP Credit Agreement and are subject to all applicable privileges, including the attorney-client privilege, the work product doctrine, and Federal Rule of Evidence 408 (and its state law equivalents). Nothing in this letter or the enclosed Revised Draft shall be construed as a waiver of any privilege or protection.

The Revised Draft is marked "Draft — Subject to Review and Comment" and does not constitute a binding commitment by the Debtor or any other party. The DIP Credit Agreement will become binding only upon execution and delivery by all parties thereto and entry of the Interim DIP Order (or, with respect to the provisions conditioned on the Final DIP Order, entry of the Final DIP Order) by the Bankruptcy Court.

We look forward to resolving the remaining open issues expeditiously and to working with you and your team to finalize the DIP Credit Agreement in time for the anticipated interim hearing. Please do not hesitate to contact me directly at (212) 558-4127 or by email at nbower@calderwoodharkness.com with any questions or to confirm availability for the proposed call on May 20, 2025.

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Nathaniel Bower, Partner

450 Park Avenue New York, New York 10022 Telephone: (212) 558-4127

Email: nbower@calderwoodharkness.com

Enclosures (3)

cc: (via email)

Colette Whitman, Esq., Calderwood & Harkness LLP (Billing Partner) Gabrielle Moss, Esq., Calderwood & Harkness LLP (Lead Associate) Amy Chesterton, Esq., Calderwood & Harkness LLP (Working Associate) Laura Brennan, Esq., Harmon & Keach LLP (Senior Associate) Derek Calloway, Chief Executive Officer, Greenfield Agricultural Partners LLC Patricia Langford, Chief Financial Officer, Greenfield Agricultural Partners LLC Monica Huang, Esq., General Counsel & Secretary, Greenfield Agricultural Partners LLC James Delacroix, Vice President, Treasury & Capital Markets, Greenfield Agricultural Partners LLC Kevin Pratt, Vice President, Portfolio Management, Ironclad Capital Partners LP Diana Voss, Partner, Head of Structured Credit, Ironclad Capital Partners LP Samuel Ostrowski, Managing Director, Ridgeline Opportunity Fund III LP Christine Morel, Principal, Bramblewood Credit Advisors LLC Nolan Ashworth, Managing Director, Claridge Advisory Group LLC Robert Fennimore, Vice President, Corporate Trust, Meridian Trust Company

Lender	Commitment	Percentage
Ironclad Capital Partners LP	$100,000,000	57.14%
Ridgeline Opportunity Fund III LP	$50,000,000	28.57%
Bramblewood Credit Advisors LLC	$25,000,000	14.29%
Total	$175,000,000	100.00%
Milestone	Lender Proposal	Deadline
Entry of Interim DIP Order	5 business days post-Petition Date	May 22, 2025
Entry of Final DIP Order	30 days post-Petition Date	June 14, 2025
Filing of Plan of Reorganization or § 363 Sale Motion	120 days post-Petition Date	September 12, 2025
Confirmation of Plan or Closing of § 363 Sale	240 days post-Petition Date	January 10, 2026
Milestone	Lender Proposal	Debtor Counter-Proposal	Variance
Entry of Interim DIP Order	May 22, 2025 (5 B.D.)	May 22, 2025 (5 B.D.)	None
Entry of Final DIP Order	June 14, 2025 (30 days)	June 19, 2025 (35 days)	+5 days
Filing of Plan / § 363 Sale Motion	September 12, 2025 (120 days)	October 12, 2025 (150 days)	+30 days
Confirmation / Sale Closing	January 10, 2026 (240 days)	February 8, 2026 (270 days)	+30 days

PRIVILEGED & CONFIDENTIAL
CALDERWOOD & HARKNESS LLP Attorneys at Law
450 Park Avenue New York, New York 10022 Telephone: (212) 558-4000 Facsimile: (212) 558-3588
Iowa Office: 801 Grand Avenue, Suite 3300 Des Moines, Iowa 50309 Telephone: (515) 246-7200 Facsimile: (515) 246-7210
May 19, 2025
VIA EMAIL AND HAND DELIVERY
Richard Yeung, Esq. Harmon & Keach LLP 51 West 52nd Street New York, New York 10019
Re: In re Greenfield Agricultural Partners LLC, Case No. 25-01147 (Bankr. N.D. Iowa) — Debtor's Revised Markup of Senior Secured Superpriority Debtor-in-Possession Credit Agreement
Engagement No.: 1020-00002
Dear Richard:
I. Transmittal of Revised Draft
On behalf of Greenfield Agricultural Partners LLC ("Greenfield" or the "Debtor"), debtor and debtor-in-possession in the above-referenced Chapter 11 case pending before the Honorable Margaret R. Dunleavy in the United States Bankruptcy Court for the Northern District of Iowa, Cedar Rapids Division, Calderwood & Harkness LLP encloses herewith the Debtor's revised markup (the "Revised Draft") of the Senior Secured Superpriority Debtor-in-Possession Credit Agreement (the "DIP Credit Agreement") among Greenfield Agricultural Partners LLC, as Borrower, Ironclad Capital Partners LP, as Administrative Agent, Meridian Trust Company, as Collateral Agent, and the lenders party thereto from time to time.
The Revised Draft reflects the Debtor's responses to the comments and comprehensive redline received from Harmon & Keach LLP on behalf of Ironclad Capital Partners LP ("Ironclad"), in its capacity as Administrative Agent, and the DIP Lender syndicate consisting of (i) Ironclad Capital Partners LP, (ii) Ridgeline Opportunity Fund III LP ("Ridgeline"), and (iii) Bramblewood Credit Advisors LLC ("Bramblewood" and, together with Ironclad and Ridgeline, the "Lender Group"), which redline was transmitted to our office on May 18, 2025. The Revised Draft is provided in both clean and blackline format, the latter marked against the Harmon & Keach redline of May 18, 2025, to facilitate your review. A comparison chart summarizing the Debtor's response to each Lender comment (accept, reject, or modify) is also enclosed.
As you are aware, the DIP Credit Agreement contemplates a $175,000,000 senior secured superpriority revolving credit facility (the "DIP Facility"), with commitments allocated as follows:
Meridian Trust Company will act as Collateral Agent under the DIP Credit Agreement and the related DIP Security Documents, with customary collateral agent duties and protections as set forth in Article IX of the DIP Credit Agreement.
We wish to emphasize the urgency of the parties' reaching agreement on the remaining open issues. The Debtor filed its voluntary petition under Chapter 11 of the Bankruptcy Code on May 15, 2025 (the "Petition Date"). Pursuant to the proposed milestone schedule set forth in the DIP Credit Agreement, and consistent with the Debtor's operational needs, the Interim DIP Order must be entered by May 22, 2025, which is five business days from the Petition Date. Absent entry of the Interim DIP Order by that date, the Debtor will lack sufficient liquidity to fund its ongoing operations — including the purchase of raw materials for the upcoming peak season, payroll obligations across its three manufacturing plants and fourteen distribution centers, and critical vendor payments necessary to maintain its supply chain — all of which are essential to the preservation of value for the benefit of the Debtor's estate and all stakeholders. Accordingly, time is of the essence in resolving the remaining open points discussed in this letter.
II. Summary of Accepted Lender Comments
Before turning to the open issues, we wish to acknowledge that the Debtor has accepted a substantial majority of the Lender Group's comments as reflected in the May 18, 2025 redline. We believe this demonstrates the Debtor's good faith and its commitment to finalizing the DIP Credit Agreement on an expedited basis. The principal Lender Group comments that the Debtor has accepted without modification include the following:
Pricing and Fees. The Debtor has accepted the interest rate structure as proposed by the Lender Group, which is consistent with the executed term sheet dated May 12, 2025. Specifically, the Debtor has accepted:
•  Interest Rate: The Secured Overnight Financing Rate ("SOFR") plus 850 basis points, with a SOFR floor of 4.00%, resulting in a minimum all-in interest rate of 12.50% per annum;
•  Default Rate: An additional 200 basis points above the applicable interest rate (i.e., SOFR plus 1,050 basis points), applicable upon the occurrence and during the continuance of an Event of Default;
•  Closing Fee: 2.00% of aggregate commitments, equal to $3,500,000, payable in full upon entry of the Interim DIP Order;
•  Exit Fee: 1.00% of aggregate commitments, equal to $1,750,000, payable upon the earliest to occur of (a) the Maturity Date, (b) repayment of the DIP Facility in full, or (c) acceleration of the DIP Obligations following an Event of Default; and
•  Unused Line Fee: 0.50% per annum on undrawn commitments, payable monthly in arrears.
Draw Availability. The Debtor has accepted the Lender Group's proposed draw availability structure, which provides for (a) interim draw availability of $80,000,000 upon entry of the Interim DIP Order by the Bankruptcy Court, and (b) final draw availability of the remaining $95,000,000 (for aggregate availability of $175,000,000) upon entry of the Final DIP Order. This structure is consistent with the term sheet and provides the Debtor with adequate initial liquidity while preserving appropriate Lender protections pending final approval by the Bankruptcy Court.
Maturity. The Debtor has accepted the maturity provisions as proposed, under which the DIP Facility matures upon the earliest to occur of (a) twelve months from the Petition Date (May 15, 2026), (b) the effective date of a confirmed Chapter 11 plan of reorganization, (c) the consummation of a sale of substantially all of the Debtor's assets pursuant to Section 363 of the Bankruptcy Code, or (d) the occurrence of an Event of Default (subject to the grace and cure period modifications discussed in Section III.3 below).
Superpriority and Lien Status. The Debtor has accepted the superpriority and lien structure as proposed, which provides for:
•  A superpriority administrative expense claim pursuant to Section 364(c)(1) of the Bankruptcy Code, having priority over all administrative expense claims and unsecured claims against the Debtor, other than the Carve-Out;
•  First-priority priming liens on all assets of the Debtor that are subject to pre-petition liens, pursuant to Section 364(d) of the Bankruptcy Code, subject to the adequate protection package for the pre-petition secured lenders described below; and
•  First-priority liens on all unencumbered assets of the Debtor pursuant to Sections 364(c)(2) and 364(c)(3) of the Bankruptcy Code.
Governing Law. The Debtor has accepted the governing law provisions as proposed, under which the DIP Credit Agreement is governed by the laws of the State of New York (without regard to conflicts of law principles), and all proceedings relating to the administration of the Chapter 11 case, the DIP Orders, and the approval of the DIP Facility are governed by the laws of the State of Iowa and the Bankruptcy Code as applied in the Northern District of Iowa.
Carve-Out. The Debtor has accepted the carve-out structure as proposed by the Lender Group, subject to one minor clarification discussed in Section III.6 below. Specifically, the accepted carve-out structure provides for:
•  Pre-Trigger Carve-Out: Uncapped accrued but unpaid professional fees and expenses of estate professionals retained pursuant to Sections 327 and 1103 of the Bankruptcy Code, in each case incurred prior to the delivery of a Carve-Out Trigger Notice by the Administrative Agent;
•  Post-Trigger Carve-Out for Estate Professionals: $2,500,000 in the aggregate for fees and expenses of estate professionals incurred after the delivery of a Carve-Out Trigger Notice; and
•  Post-Trigger Carve-Out for U.S. Trustee Fees: $500,000 for statutory fees payable to the United States Trustee under 28 U.S.C. § 1930(a)(6),
for an aggregate post-trigger carve-out of $3,000,000.
Financial Covenants. The Debtor has accepted the financial covenants as proposed by the Lender Group, including:
•  Minimum Liquidity: The Debtor shall maintain minimum liquidity of not less than $15,000,000 at all times, measured as the sum of unrestricted cash and cash equivalents on hand in the DIP accounts plus available (undrawn) commitments under the DIP Facility;
•  Maximum Budget Variance: Actual aggregate disbursements shall not exceed budgeted aggregate disbursements by more than 15% on a rolling four-week basis, tested weekly as of the last business day of each calendar week; and
•  Minimum EBITDA: The Debtor shall not permit EBITDA (as defined in the DIP Credit Agreement) to be less than negative $5,000,000 for any rolling four-week period.
Adequate Protection Package. The Debtor has accepted the adequate protection package for the pre-petition secured lenders (Prairie State Bank, N.A., as administrative agent under the pre-petition ABL Credit Agreement, together with Hawthorn National Bank and Northland Savings Bank, F.S.B., as participating lenders) as proposed, including:
•  Replacement liens on all collateral of the Debtor, junior in priority to the DIP liens and the Carve-Out, to the extent of any diminution in the value of such pre-petition secured lenders' interests in the pre-petition collateral;
•  A superpriority administrative expense claim under Section 507(b) of the Bankruptcy Code, junior in priority to the DIP superpriority claim and the Carve-Out;
•  Current-pay interest at the non-default contract rate under the pre-petition ABL Credit Agreement (SOFR plus 450 basis points); and
•  Monthly reporting regarding the status and value of the pre-petition collateral.
III. Summary of Principal Open Issues
Notwithstanding the substantial agreement reflected above, several material open issues remain between the parties. We set forth below the Debtor's position on each such issue, as reflected in the Revised Draft. We are hopeful that these remaining points can be resolved promptly and in a manner satisfactory to all parties.
1. Roll-Up of Pre-Petition ABL Obligations ($20,000,000)
The Lender Group's May 18, 2025 redline proposes that $20,000,000 of pre-petition revolving credit obligations outstanding under the Debtor's pre-petition ABL Credit Agreement — under which $72,300,000 is currently drawn against an aggregate committed facility of $95,000,000, with Prairie State Bank, N.A. as administrative agent and Hawthorn National Bank and Northland Savings Bank, F.S.B. as participating lenders — be "rolled up" into the DIP Facility on a dollar-for-dollar basis, thereby converting such pre-petition obligations to post-petition superpriority DIP obligations entitled to the lien priority, superpriority status, and other protections afforded to DIP Loans under the DIP Credit Agreement.
The Debtor does not object in principle to the proposed roll-up, which was anticipated in the executed term sheet and is understood to be a condition of the ABL lenders' consent to the use of cash collateral and the priming of their existing liens. However, the Debtor requests the following modifications to the roll-up provisions as set forth in the Lender Group's May 18 redline, each of which is reflected in the Revised Draft:
(a) Timing — Final DIP Order Only. The Debtor proposes that the roll-up of the $20,000,000 pre-petition ABL obligation occur only upon entry of the Final DIP Order, and not upon entry of the Interim DIP Order. This modification is appropriate for several reasons. First, it is consistent with established practice in the Northern District of Iowa and the prevailing view of most bankruptcy courts, which generally disfavor roll-ups on an interim basis absent extraordinary circumstances. Second, it will permit the Official Committee of Unsecured Creditors, once appointed by the United States Trustee (which appointment we anticipate will occur within the first two weeks following the Petition Date), to review the roll-up provisions and, if appropriate, raise any objections at the Final DIP hearing. We note that Archer Grayson & Cole LLP has been informally identified as prospective counsel to the Committee, and we anticipate early engagement with that firm on DIP-related issues. Third, interim DIP approval is routinely limited to new-money advances necessary to prevent immediate and irreparable harm to the estate; the roll-up of pre-petition obligations does not fall within that category.
(b) Segregation for Covenant Testing Purposes. The Debtor proposes that the $20,000,000 rolled-up amount be clearly segregated from new-money DIP borrowings for all purposes related to the calculation of the budget variance covenant and the minimum liquidity covenant set forth in Article VII of the DIP Credit Agreement. This segregation is important to ensure that the Debtor's compliance with these covenants is measured against the 13-week DIP budget, which was prepared on a new-money basis and does not contemplate the rolled-up amount as a component of operating disbursements or liquidity. The Revised Draft includes a defined term "New Money DIP Loans" and a defined term "Roll-Up DIP Loans" to accomplish this segregation clearly.
(c) Aggregate Facility Cap — No Additive Effect. The Debtor's Revised Draft clarifies that the $20,000,000 roll-up is a sub-facility within the aggregate $175,000,000 DIP Facility commitment, and not additive thereto. The Lender Group's May 18 draft is ambiguous on this point: certain provisions refer to "aggregate commitments of $175,000,000" while other provisions (including the commitment schedule in Exhibit A) appear to suggest that the roll-up amount could be in addition to the stated commitments. The Revised Draft resolves this ambiguity by specifying that the DIP Facility consists of (i) $155,000,000 in new-money revolving commitments and (ii) a $20,000,000 roll-up sub-facility, for an aggregate not to exceed $175,000,000.
We note that the roll-up is a condition of the consent of Prairie State Bank, N.A. (through Thomas Whitaker, Senior Vice President, Loan Workout Group) to the use of cash collateral and the priming of the pre-petition ABL liens. We expect to receive the formal Consent Letter from Prairie State Bank on or about May 20, 2025, and anticipate that such Consent Letter will be conditioned on the roll-up being incorporated into the Interim and Final DIP Orders on terms satisfactory to Prairie State Bank.
2. Milestone Schedule
The Lender Group's May 18 redline includes the following milestone schedule (the "Lender Milestone Schedule"):
The Debtor agrees with the proposed Interim DIP Order milestone (May 22, 2025, or five business days post-Petition Date). However, the Debtor respectfully proposes the following modifications to the remaining milestones, each of which is reflected in the Revised Draft:
(a) Final DIP Order — 35 Days Post-Petition Date (June 19, 2025). The Debtor proposes extending the Final DIP Order milestone by five days, from 30 days to 35 days post-Petition Date. This extension is consistent with the milestone schedule set forth in the originally executed term sheet dated May 12, 2025, and provides adequate time for (i) service of the required 21-day notice of the Final DIP hearing under Bankruptcy Rules 2002 and 4001, (ii) the objection period, (iii) formation of the Official Committee of Unsecured Creditors and retention of its professionals, and (iv) any necessary negotiations with the Committee regarding the DIP terms. We believe that this additional time will reduce the risk of contested proceedings at the Final DIP hearing and ultimately result in a more efficient process.
(b) Filing of Plan or § 363 Sale Motion — 150 Days Post-Petition Date (October 12, 2025). The Debtor proposes extending this milestone by 30 days, from 120 days to 150 days post-Petition Date. This extension is warranted by the complexity of the Debtor's operations, which span three manufacturing plants (Cedar Falls, Iowa; Decatur, Illinois; and Jonesboro, Arkansas) and fourteen distribution centers located across nine states. The Debtor's business in agricultural chemical products is inherently seasonal, with peak sales concentrated in the second and third calendar quarters (April through September) coinciding with the planting and growing season. The Debtor requires adequate time to demonstrate post-petition operating performance during the current growing season, which performance will be critical to the valuation and marketability of the business in any plan or sale process. In addition, the Debtor's flagship herbicide product, ClearGuard XR, is currently subject to a re-registration review by the United States Environmental Protection Agency (the "EPA"), and the outcome of that review process — which is expected to be substantially advanced, if not concluded, by early October 2025 — will materially affect the valuation of the Debtor's intellectual property portfolio and the overall enterprise value of the business. An unreasonably compressed plan or sale timeline would risk value destruction and would not serve the interests of any stakeholder.
(c) Confirmation or Sale Closing — 270 Days Post-Petition Date (February 8, 2026). The Debtor proposes extending this milestone by 30 days, from 240 days to 270 days post-Petition Date. This extension is consistent with the milestone schedule in the originally executed term sheet and is necessary to complete the disclosure statement approval process, the solicitation of votes on any proposed plan, and the confirmation hearing, or, alternatively, to complete a § 363 marketing and sale process, including the conduct of an auction if warranted by the level of bidder interest. We note that the DIP Facility's outside maturity date of May 15, 2026 (12 months from the Petition Date) provides ample cushion — approximately 96 days — beyond even the Debtor's proposed confirmation/closing milestone of February 8, 2026.
The following table summarizes the Debtor's counter-proposal alongside the Lender Group's proposal:
3. Events of Default — Grace and Cure Periods
The Lender Group's May 18 redline removes or materially shortens several grace and cure periods for Events of Default set forth in Article VIII of the DIP Credit Agreement. The Debtor understands the Lender Group's interest in maintaining robust default protections in the DIP context, and the Revised Draft does not seek to restore the full complement of grace and cure periods that would be customary in an out-of-court credit facility. However, the Debtor proposes the following targeted modifications, which are consistent with market practice in DIP financings of this size and complexity:
(a) Financial Covenant Breach — 3 Business Day Notice and Cure Period. The Lender Group's May 18 redline provides that any breach of the financial covenants set forth in Section 7.01 (Minimum Liquidity), Section 7.02 (Maximum Budget Variance), or Section 7.03 (Minimum EBITDA) constitutes an immediate Event of Default with no grace or cure period. The Debtor proposes a three-business-day notice and cure period for breaches of the minimum liquidity covenant and the budget variance covenant. This limited cure period is appropriate because liquidity and disbursement variances may reflect timing differences in the receipt of seasonal receivables and the payment of vendor obligations, rather than fundamental deterioration in the Debtor's financial condition or operations. By way of illustration, the Debtor's approved 13-week DIP budget contemplates that operating receipts will rise from approximately $38,200,000 in Budget Weeks 1 through 4 (May 15 – June 11, 2025) to approximately $49,800,000 in Budget Weeks 9 through 13 (July 10 – August 13, 2025), reflecting the expected acceleration of agricultural chemical sales as the growing season progresses. A temporary, timing-driven dip in liquidity or a modest acceleration in disbursements associated with the ramp-up of seasonal production should not trigger an irrevocable Event of Default.
We note that the Debtor is not requesting any grace or cure period for the minimum EBITDA covenant, and we recognize that the EBITDA covenant, which has been set at negative $5,000,000 for any rolling four-week period, is already calibrated to accommodate the Debtor's seasonal operating profile.
(b) Milestone Default — 5 Business Day Cure Period. The Lender Group's May 18 redline provides that the failure to meet any milestone set forth in Section 6.15 constitutes an immediate Event of Default with no grace or cure period. The Debtor proposes a five-business-day cure period following written notice from the Administrative Agent. This limited cure period is appropriate to account for delays outside the Debtor's control, including, without limitation, scheduling constraints of the Bankruptcy Court, contested matters or discovery disputes raised by third parties, and procedural requirements under the Bankruptcy Rules and the Local Rules of the Northern District of Iowa. The Debtor has committed to meeting the milestones on an expedited basis and does not seek to use the cure period as a mechanism for delay. Rather, the cure period provides a narrow safety valve for circumstances in which the Debtor has diligently pursued the milestone but is unable to achieve it on the exact date specified due to external factors.
(c) Material Adverse Change Default — Carve-Outs for Known Conditions. The Lender Group's May 18 redline includes a broadly worded "material adverse change" ("MAC") default provision that, as currently drafted, could arguably be triggered by conditions that are known to all parties as of the Petition Date and that do not represent a post-petition deterioration in the Debtor's condition. The Debtor proposes conforming the MAC definition (Section 1.01, "Material Adverse Effect") to expressly exclude: (i) the effects of the Chapter 11 filing itself and the administration of the bankruptcy case (including the appointment of a committee, the filing of claims, and related litigation customary in Chapter 11 proceedings); (ii) seasonal fluctuations in agricultural demand, production volumes, and revenues, consistent with the Debtor's historical operating patterns; and (iii) the pendency of the EPA re-registration process for ClearGuard XR, including any communications, requests for information, or preliminary findings issued by the EPA in connection with that process, each of which is a known condition as of the Petition Date and was disclosed to the Lender Group in connection with the due diligence process and the negotiation of the term sheet. The Revised Draft includes specific carve-out language in the MAC definition to accomplish this exclusion.
(d) Cross-Default to Pre-Petition Agreements — Carve-Out for Known Pre-Petition Defaults. The Lender Group's May 18 redline includes a cross-default provision in Section 8.01(e) providing that a default under any "Other Agreement" (defined broadly to include pre-petition credit agreements, indentures, and other material agreements) constitutes an Event of Default under the DIP Credit Agreement. As currently drafted, this provision could be triggered by known pre-petition defaults that precipitated the Chapter 11 filing and that cannot be cured during the pendency of the case. The Debtor proposes clarifying that the following known pre-petition events are carved out from the cross-default provision: (i) the leverage ratio breach under the pre-petition ABL Credit Agreement (actual ratio of 9.82x versus the 6.50x maximum permitted ratio as of the fiscal quarter ended March 31, 2025); (ii) the expiration of the Forbearance Agreement among Greenfield, Prairie State Bank, N.A., and the participating lenders, which expired by its terms on May 1, 2025 without extension; and (iii) the missed semi-annual interest payment of $3,681,250 on the Debtor's 8.75% Senior Unsecured Notes due 2028, which payment was due on April 15, 2025 and was not made following the expiration of the 30-day grace period under the indenture. These are known pre-petition events that were fully disclosed to the Lender Group and formed part of the context for the DIP Facility.
4. Reporting Requirements — Frequency and Scope
The Lender Group's May 18 redline sets forth comprehensive reporting requirements in Section 6.01 of the DIP Credit Agreement. The Debtor recognizes the importance of robust and timely reporting in a DIP financing and has accepted the majority of the Lender Group's reporting proposals. However, the Debtor requests the following targeted modifications, which are reflected in the Revised Draft:
(a) Weekly Budget Variance Reports and Cash Flow Forecast Updates. The Debtor accepts the requirement to deliver weekly budget variance reports and weekly updates to the 13-week rolling cash flow forecast, in each case within three business days following the end of each calendar week. These reports are consistent with the weekly testing of the budget variance covenant and will provide the Lender Group with timely visibility into the Debtor's cash position and operating performance.
(b) Monthly Financial Statements. The Debtor accepts the requirement to deliver monthly unaudited financial statements, including an income statement, balance sheet, and statement of cash flows, within 30 days following the end of each calendar month.
(c) Monthly Operational Reports — 30-Day Delivery Period. The Debtor proposes that the monthly operational reports (covering production volumes, inventory levels by category and location, distribution throughput, and key operational metrics) be delivered within 30 days following the end of each calendar month, rather than within the 15-day period proposed by the Lender Group. The Debtor's operations span three manufacturing plants — in Cedar Falls, Iowa; Decatur, Illinois; and Jonesboro, Arkansas — and fourteen distribution centers located across nine states. Patricia Langford, the Debtor's Chief Financial Officer, and her finance and accounting team require adequate time to compile, consolidate, and verify operational data from these geographically dispersed facilities, particularly with respect to inventory levels and production yield calculations that require input from plant-level managers and quality assurance personnel. A 15-day delivery period is not feasible without a material risk of inaccuracy that would undermine the utility of the reports.
(d) EPA/Regulatory Communications — 5 Business Day Reporting Period. The Lender Group's May 18 redline requires "real-time" reporting of any EPA or regulatory communications regarding ClearGuard XR or other registered products. The Debtor proposes that such communications be reported to the Administrative Agent within five business days of receipt. The term "real-time" is impractical given the volume and nature of regulatory correspondence that the Debtor receives in the ordinary course of its business. Greenfield holds registrations with the EPA and state-level regulatory agencies for over 40 active product formulations and receives numerous routine regulatory inquiries, compliance verification letters, label amendment requests, and data call-in notices on a regular basis. The Debtor does not object to prompt reporting of material regulatory developments — particularly any developments relating to the ClearGuard XR re-registration process — but requests a reasonable reporting window to allow in-house counsel to review the correspondence, assess its materiality, and prepare an appropriate summary for the Lender Group.
(e) Litigation/Regulatory Notice Threshold — $1,000,000. The Debtor proposes increasing the threshold for prompt notice of litigation, regulatory actions, or environmental events from $500,000 (as proposed by the Lender Group) to $1,000,000 in potential exposure. Greenfield's operations as a manufacturer and distributor of agricultural chemical products involve regular interaction with federal and state environmental regulators, including the EPA, state departments of agriculture, and state environmental quality agencies. The Debtor is routinely subject to minor regulatory inquiries, compliance inspections, and small-scale remediation activities that do not rise to a level of materiality warranting notice to the Lender Group. A $500,000 threshold would result in over-reporting of routine matters and would impose an unnecessary administrative burden on the Debtor's in-house legal team at a time when resources are already stretched thin by the demands of the Chapter 11 case. A $1,000,000 threshold more appropriately captures matters that are genuinely material to the Debtor's operations and financial condition.
5. DIP Budget — Variance Methodology Clarifications
The Debtor's Revised Draft includes clarifying language in Section 7.02 and the related definitions regarding the calculation of the 15% maximum cumulative variance covenant. Although the Debtor has accepted the substance of this covenant as proposed by the Lender Group, the Debtor believes that additional specificity regarding the methodology of the variance calculation is important to avoid disputes during the administration of the DIP Facility. The Revised Draft incorporates the following clarifications:
(a) The variance is to be measured by comparing actual aggregate disbursements to budgeted aggregate disbursements on a rolling four-week basis, with the first testing period commencing on the fourth full week following the Petition Date (i.e., the week ending June 11, 2025). For the avoidance of doubt, the variance is calculated on a cumulative (not line-item) basis within each rolling four-week testing period.
(b) Capital expenditures and restructuring professional fees are to be included in the calculation of "Aggregate Disbursements" for purposes of the variance test. The Revised Draft includes these categories within the definition of "Disbursements" to ensure consistency with the approved 13-week DIP budget, which includes line items for both capital expenditures and professional fees.
(c) DIP Facility fees — specifically, the closing fee of $3,500,000, the exit fee of $1,750,000, and the unused line fee — are excluded from the variance test, as these are non-operating in nature, are fixed or formula-based, and do not reflect the Debtor's operational performance or cash management practices. The Revised Draft includes a specific exclusion for "DIP Facility Fees" from the definition of "Disbursements."
(d) The initial 13-week budget period runs from May 15, 2025 through August 13, 2025. The Revised Draft provides that the 13-week budget shall be extended in successive four-week increments upon approval by the Required Lenders, and adds a proviso that such approval "shall not be unreasonably withheld, conditioned, or delayed" so long as the Debtor is in compliance with its covenants under the DIP Credit Agreement at the time of the extension request. The Debtor believes that this proviso is appropriate to prevent the budget extension process from being used as a de facto termination mechanism for the DIP Facility.
6. Carve-Out — Minor Clarification
The Debtor has accepted the carve-out structure as set forth in the Lender Group's May 18 redline, as described in Section II above. However, the Revised Draft includes a clarifying footnote to Section 2.07(b) of the DIP Credit Agreement specifying that the $2,500,000 post-trigger allocation for estate professionals encompasses the fees and expenses of both (a) professionals retained by the Debtor, including Calderwood & Harkness LLP (restructuring counsel), Claridge Advisory Group LLC (financial advisor), Holloway & Birch LLP (special regulatory counsel), and Bellwether Valuation Services Inc. (valuation advisor), and (b) professionals retained by the Official Committee of Unsecured Creditors (anticipated to be Archer Grayson & Cole LLP as counsel and any financial advisor retained by the Committee). The purpose of this clarification is to confirm the parties' shared understanding that the post-trigger carve-out is not limited to the Debtor's professionals but is available on a first-come, first-served basis to all estate professionals.
The $500,000 allocation for U.S. Trustee fees is consistent with the estimated quarterly fee payable to the United States Trustee for Region 12 (Northern District of Iowa), which the Debtor estimates at approximately $325,000 per quarter based on projected disbursements. The Revised Draft does not propose any modification to this allocation.
7. Conditions Precedent — Requested Modifications
The Debtor requests the following modifications to the conditions precedent to the initial borrowing under the DIP Facility set forth in Article V of the DIP Credit Agreement. These requests are driven by practical considerations regarding the timeline for the interim hearing and the Debtor's ability to satisfy certain conditions in the extremely compressed period between the Petition Date and the anticipated entry of the Interim DIP Order:
(a) Appraisal Requirement. The Lender Group's May 18 redline requires, as a condition precedent to the initial borrowing under the Interim DIP Order (Section 5.01(g)), delivery of a completed appraisal of all DIP collateral prepared by Bellwether Valuation Services Inc. (Gregory Pineda, Senior Managing Director). The Debtor proposes that the completed appraisal be a condition precedent only to the final draw of DIP funds following entry of the Final DIP Order, and that the condition precedent for the interim draw be modified to require only (i) evidence of the engagement of Bellwether Valuation Services Inc. and (ii) delivery of a preliminary desktop valuation prepared by Bellwether covering the principal categories of collateral. A full appraisal across all of the Debtor's real property (including the three manufacturing plants in Cedar Falls, Decatur, and Jonesboro, as well as the 640-acre research and development farm located in Ames, Iowa), personal property (including equipment, inventory, and vehicles), and intellectual property (including product registrations, trademarks, trade secrets, and proprietary formulations) cannot be completed in the seven-day period between the Petition Date and May 22, 2025. Bellwether has confirmed to us that a comprehensive appraisal will require approximately 30 to 45 days from engagement, which is consistent with the timeline for the Final DIP Order.
(b) Directors and Officers Insurance. The Lender Group's May 18 redline requires, as a condition precedent (Section 5.01(k)), delivery of a certificate confirming that the Debtor's directors and officers liability insurance is in full force and effect. The Debtor confirms that Policy No. SIG-DO-2024-07821, issued by Stonebridge Insurance Group Ltd., remains in full force and effect with an aggregate limit of $15,000,000 and a policy period running through December 31, 2025. The Revised Draft includes an affirmative representation in Section 4.22 to this effect, together with a covenant in Section 6.09 requiring the Debtor to maintain D&O coverage in an amount not less than $15,000,000 throughout the term of the DIP Facility.
(c) Perfection Certificate. The Lender Group's May 18 redline requires delivery of a perfection certificate as a condition precedent to the initial borrowing (Section 5.01(h)). The Debtor proposes that the perfection certificate be delivered within five business days following entry of the Interim DIP Order rather than as a condition precedent thereto. The perfection certificate requires the compilation and verification of a substantial volume of jurisdictional and collateral location information, including UCC filing jurisdictions in Iowa, Illinois, and Arkansas; listings of all deposit accounts, securities accounts, and commodity accounts; schedules of intellectual property registrations (including EPA product registrations, trademarks, and patents); and identification of all real property interests. Given the scope and geographic dispersion of the Debtor's assets, this process cannot be completed with the requisite accuracy by May 22, 2025. The Debtor will deliver a substantially complete draft of the perfection certificate by May 21, 2025 and will finalize it within five business days following entry of the Interim DIP Order.
IV. Schedule of Enclosures
The following documents are enclosed with this letter:
Enclosure 1: Revised Draft — Senior Secured Superpriority Debtor-in-Possession Credit Agreement (clean copy).
Enclosure 2: Revised Draft — Senior Secured Superpriority Debtor-in-Possession Credit Agreement (blackline, marked against the Harmon & Keach LLP redline of May 18, 2025).
Enclosure 3: Markup Comparison Chart summarizing the Debtor's responses to each comment in the Lender Group's May 18, 2025 redline (identifying each comment as "Accepted," "Rejected," or "Modified," with explanatory notes for all rejected and modified comments).
V. Proposed Next Steps and Timeline
Given the urgency of the timeline set forth above, we respectfully propose the following next steps:
1.  Negotiation Call — May 20, 2025. We request a call with you and Laura Brennan (Harmon & Keach) for the morning of Tuesday, May 20, 2025 to discuss the remaining open issues identified in this letter. We are available at any time between 8:00 a.m. and 12:00 p.m. Eastern and will have Gabrielle Moss, Amy Chesterton, and the relevant members of the Debtor's team available to participate as needed. Please confirm your availability at your earliest convenience.
2.  Parallel Workstreams — Court Filings. Calderwood & Harkness is concurrently finalizing the following court filings in connection with the DIP Facility, each of which is expected to be filed with the Bankruptcy Court on or before May 20, 2025:
(a) Emergency Motion for Entry of Interim and Final Orders (I) Authorizing the Debtor to Obtain Post-Petition Financing Pursuant to 11 U.S.C. §§ 364(c) and 364(d), (II) Granting Liens and Superpriority Administrative Expense Claims, (III) Authorizing the Use of Cash Collateral, (IV) Granting Adequate Protection to Pre-Petition Secured Lenders, and (V) Scheduling a Final Hearing;
(b) Declaration of Patricia Langford, Chief Financial Officer of Greenfield Agricultural Partners LLC, in Support of Emergency Motion for DIP Financing (attaching, among other things, the 13-week DIP budget and a description of the Debtor's liquidity needs);
(c) Declaration of Nolan Ashworth, Managing Director of Claridge Advisory Group LLC, in Support of Emergency Motion for DIP Financing (addressing the reasonableness of the DIP terms, the marketing process conducted pre-petition, and the absence of viable alternative sources of financing); and
(d) Proposed Interim Order and proposed Final Order.
3.  Interim Hearing Scheduling. Gabrielle Moss (Calderwood & Harkness Lead Associate) transmitted an email to the chambers of the Honorable Margaret R. Dunleavy on May 16, 2025 requesting the scheduling of the interim hearing on the DIP Motion for May 22, 2025. We are awaiting confirmation from chambers and will advise you promptly upon receipt.
4.  Target for Execution-Ready DIP Credit Agreement. Our target is to have an execution-ready DIP Credit Agreement by end of day on Wednesday, May 21, 2025, which is one day prior to the anticipated Interim DIP Order hearing. We ask that you and your team prioritize review of the Revised Draft and the enclosed comparison chart to facilitate achievement of this target.
5.  Ancillary Documents. The following ancillary documents are being prepared concurrently by Calderwood & Harkness and will be circulated to Harmon & Keach in substantially final form by May 20, 2025:
(a) DIP Promissory Notes (one per Lender);
(b) DIP Security Agreement (granting the Collateral Agent a first-priority security interest in all personal property of the Debtor);
(c) DIP intellectual Property Security Agreement (granting the Collateral Agent a first-priority security interest in the Debtor's intellectual property, including EPA product registrations, trademarks, patents, and trade secrets);
(d) Mortgages for the Debtor's real property located at the Cedar Falls, Iowa manufacturing plant, the Decatur, Illinois manufacturing plant, and the Jonesboro, Arkansas manufacturing plant;
(e) Officer's Certificate (to be executed by Patricia Langford, CFO);
(f) Borrowing Request (initial interim borrowing of $80,000,000); and
(g) Solvency Certificate (to be prepared in consultation with Claridge Advisory Group LLC).
6.  Adequate Protection and Intercreditor Matters. The Adequate Protection Stipulation with Prairie State Bank, N.A. (negotiated by Thomas Whitaker, SVP, Loan Workout Group) and the Consent Letter from Prairie State Bank are being negotiated on a parallel track and are expected to be finalized by May 20, 2025. In addition, the Intercreditor Agreement between Ironclad Capital Partners LP (in its capacity as DIP Administrative Agent) and Prairie State Bank, N.A. (in its capacity as pre-petition first lien administrative agent) is also being prepared and will be circulated to all parties promptly.
VI. Confidentiality and Privilege
This letter and the enclosed Revised Draft are transmitted for purposes of settlement negotiations between the Debtor and the Lender Group in connection with the DIP Credit Agreement and are subject to all applicable privileges, including the attorney-client privilege, the work product doctrine, and Federal Rule of Evidence 408 (and its state law equivalents). Nothing in this letter or the enclosed Revised Draft shall be construed as a waiver of any privilege or protection.
The Revised Draft is marked "Draft — Subject to Review and Comment" and does not constitute a binding commitment by the Debtor or any other party. The DIP Credit Agreement will become binding only upon execution and delivery by all parties thereto and entry of the Interim DIP Order (or, with respect to the provisions conditioned on the Final DIP Order, entry of the Final DIP Order) by the Bankruptcy Court.
We look forward to resolving the remaining open issues expeditiously and to working with you and your team to finalize the DIP Credit Agreement in time for the anticipated interim hearing. Please do not hesitate to contact me directly at (212) 558-4127 or by email at nbower@calderwoodharkness.com with any questions or to confirm availability for the proposed call on May 20, 2025.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Nathaniel Bower, Partner
450 Park Avenue New York, New York 10022 Telephone: (212) 558-4127
Email: nbower@calderwoodharkness.com
Enclosures (3)
cc: (via email)
Colette Whitman, Esq., Calderwood & Harkness LLP (Billing Partner) Gabrielle Moss, Esq., Calderwood & Harkness LLP (Lead Associate) Amy Chesterton, Esq., Calderwood & Harkness LLP (Working Associate) Laura Brennan, Esq., Harmon & Keach LLP (Senior Associate) Derek Calloway, Chief Executive Officer, Greenfield Agricultural Partners LLC Patricia Langford, Chief Financial Officer, Greenfield Agricultural Partners LLC Monica Huang, Esq., General Counsel & Secretary, Greenfield Agricultural Partners LLC James Delacroix, Vice President, Treasury & Capital Markets, Greenfield Agricultural Partners LLC Kevin Pratt, Vice President, Portfolio Management, Ironclad Capital Partners LP Diana Voss, Partner, Head of Structured Credit, Ironclad Capital Partners LP Samuel Ostrowski, Managing Director, Ridgeline Opportunity Fund III LP Christine Morel, Principal, Bramblewood Credit Advisors LLC Nolan Ashworth, Managing Director, Claridge Advisory Group LLC Robert Fennimore, Vice President, Corporate Trust, Meridian Trust Company
Lender | Commitment | Percentage
Ironclad Capital Partners LP | $100,000,000 | 57.14%
Ridgeline Opportunity Fund III LP | $50,000,000 | 28.57%
Bramblewood Credit Advisors LLC | $25,000,000 | 14.29%
Total | $175,000,000 | 100.00%
Milestone | Lender Proposal | Deadline
Entry of Interim DIP Order | 5 business days post-Petition Date | May 22, 2025
Entry of Final DIP Order | 30 days post-Petition Date | June 14, 2025
Filing of Plan of Reorganization or § 363 Sale Motion | 120 days post-Petition Date | September 12, 2025
Confirmation of Plan or Closing of § 363 Sale | 240 days post-Petition Date | January 10, 2026
Milestone | Lender Proposal | Debtor Counter-Proposal | Variance
Entry of Interim DIP Order | May 22, 2025 (5 B.D.) | May 22, 2025 (5 B.D.) | None
Entry of Final DIP Order | June 14, 2025 (30 days) | June 19, 2025 (35 days) | +5 days
Filing of Plan / § 363 Sale Motion | September 12, 2025 (120 days) | October 12, 2025 (150 days) | +30 days
Confirmation / Sale Closing | January 10, 2026 (240 days) | February 8, 2026 (270 days) | +30 days

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