1020-00002 · Client 1020 · Court Filings/DIP Financing Motion

proposed-final-order-dip.docx DOCUMENT Finance & Banking

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UNITED STATES BANKRUPTCY COURT FOR THE NORTHERN DISTRICT OF IOWA CEDAR RAPIDS DIVISION

FINAL ORDER (I) AUTHORIZING THE DEBTOR TO OBTAIN SENIOR SECURED SUPERPRIORITY DEBTOR-IN-POSSESSION FINANCING PURSUANT TO 11 U.S.C. §§ 105, 361, 362, 363, 364(c)(1), 364(c)(2), 364(c)(3), 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 PARTIES; AND (V) GRANTING RELATED RELIEF

Upon consideration of the Emergency Motion for Entry of Interim and Final Orders Authorizing Debtor-in-Possession Financing Pursuant to 11 U.S.C. §§ 105, 361, 362, 363, 364, and 507 (the "DIP Motion") filed by Greenfield Agricultural Partners LLC, as debtor and debtor-in-possession (the "Debtor"), and the Court having conducted the Final Hearing on the DIP Motion on June 19, 2025 (the "Final Hearing"), and due and sufficient notice of the Final Hearing having been given to all parties in interest, and the Court having reviewed and considered the DIP Motion, the declarations and evidence submitted in support thereof, the DIP Credit Agreement and all related documents, the objections (if any) filed thereto, the arguments of counsel, and the entire record in this case, and the Court being otherwise fully advised in the premises, the Court hereby makes the following findings of fact and conclusions of law and enters this Final Order:

RECITALS

A. Petition and Case Background. On May 15, 2025 (the "Petition Date"), Greenfield Agricultural Partners LLC (the "Debtor"), an Iowa limited liability company with Employer Identification Number 42-8837291 and principal offices located at 1400 Prairie Ridge Drive, Cedar Falls, Iowa 50613, filed a voluntary petition for relief under Chapter 11 of Title 11 of the United States Code (the "Bankruptcy Code") in this Court, thereby commencing the above-captioned case. Since the Petition Date, the Debtor has continued to operate its business and manage its properties as debtor-in-possession pursuant to Sections 1107(a) and 1108 of the Bankruptcy Code. No trustee or examiner has been appointed in this case. No plan of reorganization has been filed, proposed, or confirmed as of the date of entry of this Final Order.

B. The DIP Motion. On the Petition Date, the Debtor filed the DIP Motion seeking, among other things, authorization to obtain senior secured superpriority debtor-in-possession financing and to grant liens and superpriority administrative expense claims in connection therewith. The DIP Motion was supported by the Declaration of Patricia Langford, Chief Financial Officer of the Debtor (the "Langford Declaration"), which set forth the Debtor's financial condition, cash flow projections, and the operational necessity of the proposed DIP Facility, and the Declaration of Nolan Ashworth, Managing Director of Claridge Advisory Group LLC (the "Ashworth Declaration"), the Debtor's court-approved financial advisor, which described the Debtor's marketing efforts, the lack of alternative financing sources, and the reasonableness of the proposed DIP Facility terms in light of prevailing market conditions for debtor-in-possession financing in the agricultural chemicals industry.

C. The Interim Order. On May 22, 2025, following an emergency hearing conducted on notice to all appropriate parties, this Court entered an Interim Order (Dkt. No. 47) (the "Interim Order") authorizing the Debtor to borrow up to $80,000,000 on an interim basis under the DIP Facility (as defined herein), granting the DIP Agent and DIP Lenders superpriority administrative expense claims and liens on the Debtor's assets, authorizing the use of Cash Collateral on an interim basis, and granting adequate protection to the Pre-Petition Secured Parties, all pending the Final Hearing on the DIP Motion. The Interim Order remains in full force and effect and is supplemented and superseded, as applicable, by this Final Order.

D. Final Hearing. The Court conducted the Final Hearing on the DIP Motion on June 19, 2025, at which time all interested parties were afforded a full and fair opportunity to be heard and to present evidence and arguments with respect to the DIP Motion. Proper and timely notice of the Final Hearing was served upon all parties in interest, including: (i) the Office of the United States Trustee for Region 12; (ii) the Official Committee of Unsecured Creditors (the "Committee") appointed in this case, through its counsel, Archer Grayson & Cole LLP (Franklin Desmond, Partner); (iii) Prairie State Bank, N.A., in its capacity as Pre-Petition First Lien Agent and Pre-Petition ABL Agent (as defined below), through its counsel; (iv) all known creditors and parties in interest listed on the Debtor's master service list; and (v) all other parties entitled to notice under the Bankruptcy Code, the Federal Rules of Bankruptcy Procedure (the "Bankruptcy Rules"), and the Local Rules of this Court. The Court has reviewed and considered the DIP Motion, the Langford Declaration, the Ashworth Declaration, the DIP Credit Agreement and all related DIP Loan Documents, any objections filed in connection with the DIP Motion, and all testimony, evidence, and arguments presented at the Final Hearing.

E. The DIP Facility. The Debtor seeks final authority to enter into, and perform all obligations under, that certain Senior Secured Superpriority Debtor-in-Possession Credit Agreement, dated as of May 22, 2025 (as amended, supplemented, restated, or otherwise modified from time to time in accordance with its terms, the "DIP Credit Agreement"), by and among:

(i) Greenfield Agricultural Partners LLC, as Borrower;

(ii) Ironclad Capital Partners LP, as Administrative Agent (in such capacity, the "DIP Agent");

(iii) Meridian Trust Company, as Collateral Agent (in such capacity, the "DIP Collateral Agent"); and

(iv) Ironclad Capital Partners LP, Ridgeline Opportunity Fund III LP, and Bramblewood Credit Advisors LLC, as Lenders (collectively, the "DIP Lenders" and, together with the DIP Agent and the DIP Collateral Agent, the "DIP Secured Parties").

The DIP Credit Agreement provides for a senior secured superpriority revolving credit facility in an aggregate principal amount of One Hundred Seventy-Five Million Dollars ($175,000,000) (the "DIP Facility"). The individual commitments of the DIP Lenders under the DIP Facility are as follows: (a) Ironclad Capital Partners LP — $100,000,000, representing approximately 57.14% of total commitments; (b) Ridgeline Opportunity Fund III LP — $50,000,000, representing approximately 28.57% of total commitments; and (c) Bramblewood Credit Advisors LLC — $25,000,000, representing approximately 14.29% of total commitments. All capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the DIP Credit Agreement.

F. Pre-Petition Indebtedness and Capital Structure. As of the Petition Date, the Debtor's material funded indebtedness and capital structure consisted of the following obligations:

(i) First Lien Term Loan. A first lien senior secured term loan in the outstanding principal amount of $310,000,000 (the "Pre-Petition First Lien Facility"), pursuant to that certain First Lien Credit Agreement, dated as of November 15, 2021, by and among the Debtor, as Borrower, Prairie State Bank, N.A., as Administrative Agent (in such capacity, the "Pre-Petition First Lien Agent"), and the lenders party thereto from time to time (the "Pre-Petition First Lien Lenders"), as amended and supplemented from time to time (the "Pre-Petition First Lien Credit Agreement"). The Pre-Petition First Lien Facility bears interest at a rate of SOFR plus 450 basis points, matures on November 15, 2026, and is secured by a first-priority lien on substantially all assets of the Debtor (other than ABL Priority Collateral, as defined below).

(ii) ABL Revolving Credit Facility. A senior secured asset-based revolving credit facility with total commitments of $95,000,000 (the "Pre-Petition ABL Facility"), of which $72,300,000 was drawn and outstanding as of the Petition Date, pursuant to that certain ABL Credit Agreement, dated as of March 1, 2023, by and among the Debtor, as Borrower, Prairie State Bank, N.A., as Administrative Agent (in such capacity, the "Pre-Petition ABL Agent"), and the lenders party thereto, including Hawthorn National Bank and Northland Savings Bank, F.S.B. (collectively with Prairie State Bank, N.A., the "Pre-Petition ABL Lenders"), as amended and supplemented from time to time (the "Pre-Petition ABL Credit Agreement"). The Pre-Petition ABL Facility bears interest at a rate of SOFR plus 275 basis points, matures on May 31, 2026, and is secured by a first-priority lien on accounts receivable and inventory of the Debtor (the "ABL Priority Collateral") pursuant to a split-collateral intercreditor arrangement with the Pre-Petition First Lien Lenders.

(iii) Senior Unsecured Notes. Senior unsecured notes in the outstanding principal amount of $84,200,000, bearing interest at a fixed rate of 9.50% per annum, due and payable on March 15, 2027, issued pursuant to that certain Indenture, dated as of March 15, 2022, between the Debtor and Meridian Trust Company, as Indenture Trustee (the "Senior Unsecured Notes").

(iv) Trade and Other Unsecured Claims. Approximately $22,700,000 in trade payables and other general unsecured claims.

(v) Total Pre-Petition Debt. Approximately $489,200,000 in the aggregate.

The Pre-Petition First Lien Lenders and the Pre-Petition ABL Lenders are referred to collectively herein as the "Pre-Petition Secured Parties." Prairie State Bank, N.A., in its dual capacity as Pre-Petition First Lien Agent and Pre-Petition ABL Agent, is referred to herein as the "Pre-Petition Agent." The collateral securing the obligations under the Pre-Petition First Lien Credit Agreement and the Pre-Petition ABL Credit Agreement is referred to collectively as the "Pre-Petition Collateral."

G. Pre-Petition Defaults. The events leading to the commencement of this Chapter 11 case include the following: (i) the Debtor breached the Total Net Leverage Ratio covenant (requiring maintenance of a ratio not exceeding 6.50x) under the Pre-Petition First Lien Credit Agreement as of December 31, 2024, at which time the Debtor's actual Total Net Leverage Ratio was 9.82x; (ii) a forbearance agreement between the Debtor and the Pre-Petition First Lien Lenders was executed on January 31, 2025, pursuant to which the Pre-Petition First Lien Lenders agreed to forbear from exercising remedies through May 1, 2025, at which time the forbearance period expired without renewal; (iii) the Debtor failed to make a semi-annual interest payment of $3,681,250 on the Senior Unsecured Notes due March 15, 2025, and the thirty-day grace period expired on April 14, 2025, constituting an event of default under the Indenture; and (iv) the foregoing financial deterioration was driven principally by severe drought conditions during the 2024 growing season that significantly reduced demand for the Debtor's crop protection products, depressed commodity pricing across the Debtor's product lines, and regulatory delays in the re-registration by the United States Environmental Protection Agency of the Debtor's flagship herbicide product, ClearGuard XR, which collectively resulted in a substantial decline in revenues and operating cash flows.

H. Need for DIP Financing. As of the Petition Date, the Debtor had approximately $11,800,000 in cash on hand, which is wholly insufficient to fund the Debtor's ongoing operations, including the continued operation of three manufacturing plants located in Cedar Falls, Iowa; Decatur, Illinois; and Jonesboro, Arkansas, the maintenance of fourteen regional distribution centers across the Midwestern and Southern United States, and the employment of approximately 2,300 employees. The DIP Facility is essential to the Debtor's ability to preserve going-concern value, maintain critical vendor and customer relationships, fund the orderly administration of this Chapter 11 case, and pursue a path to a plan of reorganization or a sale of substantially all of the Debtor's assets under Section 363 of the Bankruptcy Code. Without the DIP Facility, the Debtor's estate and its creditors would suffer immediate and irreparable harm, including the potential cessation of operations, the loss of going-concern value, and the consequent destruction of value for all stakeholders.

I. Good Cause and Findings. Based upon the record before the Court, including the DIP Motion, the declarations filed in support thereof, the testimony and evidence presented at the Final Hearing, and the arguments of counsel, the Court finds and concludes as follows:

(i) Good cause has been shown for the entry of this Final Order.

(ii) The Debtor has been unable to obtain unsecured credit allowable under Section 503(b)(1) of the Bankruptcy Code as an administrative expense, and has been unable to obtain credit having priority over administrative expenses under Section 364(a) or Section 364(b) of the Bankruptcy Code, in each case on terms that would be acceptable and sufficient to meet the Debtor's operational and restructuring needs.

(iii) The DIP Facility was negotiated in good faith and at arm's length among the Debtor, the DIP Agent, and the DIP Lenders, and the Debtor's financial advisor conducted a thorough process to identify and solicit potential sources of DIP financing before selecting the DIP Lenders.

(iv) The terms and conditions of the DIP Facility, including the interest rate, fees, covenants, milestones, and other provisions, are fair and reasonable and reflect current market conditions for debtor-in-possession financing transactions in the agricultural chemicals industry, as established by the evidence and testimony presented at the Final Hearing, including the Ashworth Declaration and Mr. Ashworth's testimony.

(v) The DIP Agent and the DIP Lenders are extending credit to the Debtor in good faith within the meaning of Section 364(e) of the Bankruptcy Code, and, accordingly, the DIP Agent and the DIP Lenders are entitled to the protections afforded by Section 364(e) of the Bankruptcy Code.

(vi) The adequate protection granted to the Pre-Petition Secured Parties pursuant to this Final Order is sufficient to protect the interests of the Pre-Petition Secured Parties in the Pre-Petition Collateral from any diminution in value resulting from the granting of the DIP Liens, the Debtor's use of Cash Collateral, and the imposition of the automatic stay under Section 362 of the Bankruptcy Code.

(vii) Prairie State Bank, N.A., in its capacity as Pre-Petition First Lien Agent and Pre-Petition ABL Agent, has consented to the priming of the pre-petition first liens and ABL liens by the DIP Liens, subject to the adequate protection provisions set forth in this Final Order, as memorialized in (a) the Consent Letter, dated May 20, 2025, executed by Thomas Whitaker, Senior Vice President, Loan Workout Group, Prairie State Bank, N.A. (the "Consent Letter"), and (b) the Adequate Protection Stipulation filed with the Court on May 21, 2025 (Dkt. No. 42) (the "Adequate Protection Stipulation").

J. Roll-Up of Pre-Petition ABL Obligations. The DIP Facility contemplates the roll-up of $20,000,000 of pre-petition ABL revolving credit obligations into the DIP Facility on a dollar-for-dollar basis (the "ABL Roll-Up"), with the consent of the Pre-Petition ABL Agent and the Pre-Petition ABL Lenders. The Court finds and concludes that the ABL Roll-Up is fair, reasonable, and in the best interests of the Debtor's estate and its creditors, and that the ABL Roll-Up constitutes an integral and necessary component of the DIP Facility, without which the DIP Lenders would not have agreed to extend credit to the Debtor on the terms set forth in the DIP Credit Agreement.

K. Notice and Opportunity to Be Heard. Due and proper notice of the DIP Motion and the Final Hearing was provided to all parties in interest in accordance with the Bankruptcy Code, the Bankruptcy Rules, and the Local Rules of this Court, including: (i) the Office of the United States Trustee for Region 12; (ii) the Official Committee of Unsecured Creditors, through its counsel, Archer Grayson & Cole LLP (Franklin Desmond, Partner); (iii) the Pre-Petition Agent; (iv) all creditors and parties in interest on the master service list maintained in this case; and (v) all other parties entitled to notice. The notice given was sufficient and adequate under the circumstances, and no further or other notice of the DIP Motion, the Final Hearing, or the entry of this Final Order is required.

Based upon the foregoing findings of fact and conclusions of law, and for good cause shown, IT IS HEREBY ORDERED, ADJUDGED, AND DECREED as follows:

DECRETAL PARAGRAPHS — ORDERING PROVISIONS

1. Authorization of DIP Facility. The DIP Motion is hereby GRANTED on a final basis. The Debtor is authorized and empowered, pursuant to Sections 105, 361, 362, 363, 364(c)(1), 364(c)(2), 364(c)(3), and 364(d) of the Bankruptcy Code, to borrow up to the full aggregate commitment amount of One Hundred Seventy-Five Million Dollars ($175,000,000) under the DIP Credit Agreement, consisting of:

(a) Eighty Million Dollars ($80,000,000) previously authorized by the Interim Order and drawn by the Debtor on an interim basis (the "Interim Draw"); and

(b) An additional Ninety-Five Million Dollars ($95,000,000) in borrowing availability made available upon entry of this Final Order (the "Final Draw Availability").

The Debtor is authorized and directed to execute, deliver, and perform all of its obligations under the DIP Credit Agreement, the DIP Promissory Notes (consisting of a $100,000,000 promissory note payable to Ironclad Capital Partners LP, a $50,000,000 promissory note payable to Ridgeline Opportunity Fund III LP, and a $25,000,000 promissory note payable to Bramblewood Credit Advisors LLC), the DIP Security Agreement, the DIP intellectual Property Security Agreement, the DIP Pledge Agreement, the Mortgages on the manufacturing plants located in Cedar Falls, Iowa; Decatur, Illinois; and Jonesboro, Arkansas, and all other documents, instruments, and agreements executed and delivered in connection with the DIP Facility (collectively, the "DIP Loan Documents"). The DIP Facility, and all obligations of the Debtor arising thereunder and under the DIP Loan Documents (collectively, the "DIP Obligations"), are hereby approved on a final basis. Each officer of the Debtor is authorized to execute and deliver, on behalf of the Debtor, any and all documents, instruments, certificates, and agreements as may be necessary or desirable to implement and effectuate the DIP Facility and this Final Order.

2. DIP Facility Terms. The principal terms of the DIP Facility, as set forth in the DIP Credit Agreement, are hereby approved and shall include, without limitation, the following:

(a) Interest Rate. The outstanding principal balance of all loans under the DIP Facility shall bear interest at a per annum rate equal to the Secured Overnight Financing Rate ("SOFR") plus 850 basis points (8.50%), subject to a SOFR floor of 4.00%, yielding a minimum all-in interest rate of 12.50% per annum. Interest shall be calculated on the basis of a 360-day year for the actual number of days elapsed and shall be payable monthly in arrears in accordance with the DIP Credit Agreement.

(b) Default Rate. Upon the occurrence and during the continuance of an Event of Default (as defined herein and in the DIP Credit Agreement), all outstanding DIP Obligations shall bear interest at an additional 200 basis points above the otherwise applicable rate (i.e., SOFR plus 1,050 basis points), subject to the SOFR floor.

(c) Closing Fee. A closing fee equal to 2.00% of total commitments under the DIP Facility, in the amount of $3,500,000, which fee was earned in full upon entry of the Interim Order and is non-refundable.

(d) Unused Line Fee. An unused line fee equal to 0.50% per annum on the average daily undrawn and uncancelled portion of the commitments under the DIP Facility, payable quarterly in arrears.

(e) Exit Fee. An exit fee equal to 1.00% of aggregate commitments under the DIP Facility, in the amount of $1,750,000, which fee shall be earned in full upon the earliest to occur of maturity, termination, or repayment in full of the DIP Facility and shall be payable upon such occurrence.

(f) Maturity Date. The DIP Facility shall mature, and all DIP Obligations shall become due and payable in full in cash, on the earliest to occur of: (i) twelve (12) months from the Petition Date (i.e., May 15, 2026); (ii) the effective date of a confirmed plan of reorganization in this Chapter 11 case; (iii) the consummation of a sale of substantially all of the Debtor's assets under Section 363 of the Bankruptcy Code; or (iv) the occurrence of an Event of Default under the DIP Credit Agreement that has not been waived or cured (collectively, the "Maturity Date").

(g) Fees, Costs, and Expenses. All fees, costs, and expenses of the DIP Agent, the DIP Collateral Agent, and the DIP Lenders, including without limitation, the reasonable and documented fees, costs, and disbursements of their legal counsel, Harmon & Keach LLP, and any other advisors, consultants, or agents retained in connection with the DIP Facility, shall be paid by the Debtor as and when provided in the DIP Credit Agreement and shall constitute DIP Obligations secured by the DIP Liens and entitled to the DIP Superpriority Claims (each as defined herein).

3. Superpriority Administrative Expense Claims — Section 364(c)(1). Pursuant to Section 364(c)(1) of the Bankruptcy Code, all DIP Obligations shall constitute allowed superpriority administrative expense claims against the Debtor and the Debtor's estate (the "DIP Superpriority Claims"), with priority over any and all administrative expense claims and unsecured claims of any kind or nature whatsoever, including, without limitation, administrative expense claims arising under Sections 503(b), 507(a), and 507(b) of the Bankruptcy Code (other than the Carve-Out, as defined below), whether now existing or hereafter arising, in this Chapter 11 case, in any superseding case under Chapter 7 of the Bankruptcy Code, or in any other proceeding related hereto. The DIP Superpriority Claims shall be payable from, and shall have recourse to, all property of the Debtor and all property of the Debtor's estate (including, without limitation, all proceeds of the foregoing), whether existing on the date hereof or hereafter acquired, and whether or not such property is subject to a valid, perfected, and non-avoidable lien. No claim having a priority superior to or pari passu with the DIP Superpriority Claims shall be granted or permitted in this case or any subsequent case, except to the extent of the Carve-Out.

4. DIP Liens — Sections 364(c)(2), (c)(3), and (d). To secure the payment and performance of all DIP Obligations, the DIP Collateral Agent (Meridian Trust Company), for the benefit of the DIP Agent and the DIP Lenders, is hereby granted the following continuing liens and security interests (collectively, the "DIP Liens"), which liens and security interests are valid, binding, enforceable, non-avoidable, and automatically perfected upon entry of this Final Order without the necessity of any further action by any party, including, without limitation, the execution, filing, or recording of any financing statements, mortgages, deeds of trust, intellectual property filings, or other documents of any kind, or the possession or control of any assets:

(a) First-Priority Priming Liens — Section 364(d). Pursuant to Section 364(d) of the Bankruptcy Code, first-priority senior priming liens on all Pre-Petition Collateral (as defined in the Pre-Petition First Lien Credit Agreement and the Pre-Petition ABL Credit Agreement), which priming liens shall prime and be senior to all pre-petition liens and security interests of the Pre-Petition Secured Parties (including, without limitation, the liens securing the Pre-Petition First Lien Facility and the Pre-Petition ABL Facility), and shall be subject only to the Carve-Out and Permitted Prior Liens (as defined below). The consent of Prairie State Bank, N.A., as Pre-Petition Agent, to such priming has been obtained and is memorialized in the Consent Letter and the Adequate Protection Stipulation, and the Pre-Petition Secured Parties are receiving adequate protection as set forth in Paragraph 6 of this Final Order.

(b) First-Priority Liens on Unencumbered Assets — Sections 364(c)(2) and (c)(3). Pursuant to Sections 364(c)(2) and 364(c)(3) of the Bankruptcy Code, first-priority liens and security interests on all assets and property of the Debtor and the Debtor's estate that were not subject to valid, perfected, and non-avoidable liens as of the Petition Date, including, without limitation, the 640-acre research and development farm located at 4500 University Boulevard, Ames, Iowa 50010 (the "Ames R&D Farm"), and any and all other previously unencumbered property of the Debtor.

(c) Collateral Description. The DIP Liens shall encumber all assets and property of the Debtor and the Debtor's estate, wherever located and whether now owned or hereafter acquired, including, without limitation: all accounts (including accounts receivable), inventory (including raw materials, work-in-process, and finished goods), equipment, fixtures, general intangibles (including payment intangibles and software), intellectual property (including all patents, patent applications, trademarks, trademark applications, service marks, trade names, copyrights, copyright registrations, trade secrets, know-how, proprietary formulations, and all related licenses, registrations, and goodwill, including specifically the ClearGuard XR brand and all related regulatory registrations and applications), real property (including the manufacturing plants located in Cedar Falls, Iowa; Decatur, Illinois; and Jonesboro, Arkansas, and the Ames R&D Farm), deposit accounts, securities accounts, letter of credit rights, investment property, commercial tort claims (whether now existing or hereafter arising), chattel paper (whether tangible or electronic), instruments, documents, supporting obligations, and all proceeds, products, rents, profits, and offspring of any and all of the foregoing (collectively, the "DIP Collateral").

(d) Permitted Prior Liens. The DIP Liens shall be subject and subordinate only to: (i) the Carve-Out (as defined in Paragraph 11 of this Final Order); (ii) valid, perfected, and unavoidable liens existing as of the Petition Date that are senior in priority to the liens of the Pre-Petition Secured Parties under applicable non-bankruptcy law, including statutory liens for unpaid taxes, mechanics' liens, materialmen's liens, and purchase money security interests, in each case only to the extent such liens are valid, perfected, and unavoidable; and (iii) such other liens as are expressly permitted under the DIP Credit Agreement as "Permitted Liens" (collectively, "Permitted Prior Liens"). The DIP Liens shall otherwise be senior in priority to all other liens and security interests of any kind or nature, whether arising before, on, or after the Petition Date.

(e) Automatic Perfection. The DIP Liens shall be deemed perfected immediately upon entry of this Final Order, and no further filing, recording, or other action, including the filing of UCC financing statements (whether initial filings, amendments, or continuation statements), the recording of mortgages, deeds of trust, or other real property instruments, or the filing of any notices or applications with the United States Patent and Trademark Office, the United States Copyright Office, or any other governmental authority, shall be necessary to perfect such liens and security interests; provided, however, that the DIP Collateral Agent may, in its sole discretion, execute and file or record financing statements, mortgages, notices, or other documents as it deems appropriate to memorialize or further evidence the DIP Liens, and the Debtor shall fully cooperate with any such filings and shall execute any documents reasonably requested by the DIP Collateral Agent in connection therewith. A certified copy of this Final Order may be filed with or recorded in filing or recording offices in any jurisdiction in lieu of, or in addition to, such financing statements, mortgages, notices, or other documents, and all filing and recording officers are hereby directed to accept such certified copy for filing and recording.

5. ABL Roll-Up. Twenty Million Dollars ($20,000,000) of pre-petition ABL revolving credit obligations outstanding under the Pre-Petition ABL Credit Agreement are hereby rolled up into the DIP Facility on a dollar-for-dollar basis (the "ABL Roll-Up Amount"). The ABL Roll-Up Amount shall be deemed to constitute DIP Obligations for all purposes under this Final Order and the DIP Credit Agreement, and shall be secured by the DIP Liens and entitled to the benefit of the DIP Superpriority Claims on the same basis and with the same priority as all other DIP Obligations. After giving effect to the ABL Roll-Up, the remaining outstanding pre-petition obligations under the Pre-Petition ABL Credit Agreement shall be Fifty-Two Million Three Hundred Thousand Dollars ($52,300,000) (i.e., $72,300,000 minus $20,000,000). The ABL Roll-Up has been consented to by the Pre-Petition ABL Agent and the Pre-Petition ABL Lenders, and the Court finds that the ABL Roll-Up is fair, reasonable, necessary, and in the best interests of the Debtor's estate and its creditors. For the avoidance of doubt, the ABL Roll-Up Amount shall be treated as a component of the DIP Facility for all purposes, including for purposes of determining compliance with the DIP Budget, financial covenants, and other provisions of the DIP Credit Agreement.

6. Adequate Protection for Pre-Petition Secured Parties. As adequate protection for any diminution in value of the Pre-Petition Secured Parties' interests in the Pre-Petition Collateral (including Cash Collateral) resulting from the granting of the DIP Liens, the Debtor's use of Cash Collateral, the priming of pre-petition liens, and the imposition of the automatic stay under Section 362 of the Bankruptcy Code, the Pre-Petition Secured Parties are hereby granted the following adequate protection (collectively, the "Adequate Protection Obligations"):

(a) Replacement Liens. Pursuant to Sections 361(2) and 363(e) of the Bankruptcy Code, Prairie State Bank, N.A., as Pre-Petition Agent, for the benefit of the Pre-Petition Secured Parties, is hereby granted valid, binding, enforceable, non-avoidable, and automatically perfected replacement liens on all DIP Collateral (the "Replacement Liens"). The Replacement Liens shall be junior and subordinate to: (i) the DIP Liens; (ii) the Carve-Out; and (iii) Permitted Prior Liens, but shall be senior in priority to all other liens, security interests, claims, and interests of any kind in the DIP Collateral. The Replacement Liens are granted to the extent of any diminution in the value of the Pre-Petition Secured Parties' interests in the Pre-Petition Collateral from and after the Petition Date. No further filing, recording, or other action shall be necessary to perfect the Replacement Liens.

(b) Superpriority Administrative Expense Claim — Section 507(b). Pursuant to Section 507(b) of the Bankruptcy Code, the Pre-Petition Secured Parties are hereby granted an allowed superpriority administrative expense claim (the "Adequate Protection Superpriority Claim") to the extent that the adequate protection provided herein (including the Replacement Liens) proves insufficient to compensate the Pre-Petition Secured Parties for any diminution in value of their interests in the Pre-Petition Collateral. The Adequate Protection Superpriority Claim shall be junior and subordinate to the DIP Superpriority Claims and the Carve-Out, but shall be senior in priority to all other administrative expense claims and unsecured claims of any kind in this case or any successor case.

(c) Current-Pay Interest. The Debtor shall pay current-pay interest on the outstanding obligations under the Pre-Petition First Lien Facility to Prairie State Bank, N.A., as Pre-Petition First Lien Agent, at the non-default contract rate set forth in the Pre-Petition First Lien Credit Agreement (i.e., SOFR plus 450 basis points), payable monthly in arrears in accordance with the terms of the Pre-Petition First Lien Credit Agreement. Such payments shall be made from the Debtor's operating funds and the proceeds of the DIP Facility, in accordance with the DIP Budget.

(d) Monthly Reporting. The Debtor shall deliver to Prairie State Bank, N.A., as Pre-Petition Agent, monthly reporting packages that include, at a minimum: (i) unaudited monthly financial statements, consisting of a balance sheet, an income statement, and a statement of cash flows; (ii) budget variance reports showing actual results compared to the DIP Budget on a line-item and category basis; and (iii) operational updates regarding the status of the Debtor's manufacturing operations, customer relationships, regulatory matters, and restructuring efforts. The form and substance of such reporting packages shall be consistent with the reporting requirements under the Pre-Petition First Lien Credit Agreement, as supplemented by the requirements of this Final Order and the DIP Credit Agreement.

(e) Adequate Protection Stipulation. The Adequate Protection Stipulation between the Debtor and Prairie State Bank, N.A. (in its capacities as Pre-Petition First Lien Agent and Pre-Petition ABL Agent), as filed with the Court on May 21, 2025 (Dkt. No. 42), is hereby approved in its entirety and incorporated herein by reference as though fully set forth herein. To the extent of any conflict between the terms of the Adequate Protection Stipulation and the terms of this Final Order, the terms of this Final Order shall control.

7. Authorization to Use Cash Collateral. Pursuant to Section 363(c)(2) of the Bankruptcy Code, the Debtor is hereby authorized to use Cash Collateral (as defined in Section 363(a) of the Bankruptcy Code) of the Pre-Petition Secured Parties in accordance with the DIP Budget (as defined below) and subject to the adequate protection provisions set forth in Paragraph 6 of this Final Order. The authorization to use Cash Collateral is an integral part of the DIP Facility and the adequate protection package granted to the Pre-Petition Secured Parties herein, and the Debtor's authority to use Cash Collateral shall terminate upon the termination of the DIP Facility in accordance with its terms or as otherwise provided in this Final Order.

8. DIP Budget. The Debtor shall at all times comply with the 13-Week DIP Budget, a copy of which is attached hereto as Exhibit A and incorporated herein by reference (the "DIP Budget"), covering the period from May 15, 2025, through August 13, 2025. The DIP Budget, which has been approved by the DIP Agent and the Required Lenders, reflects the following summary projections:

The DIP Budget may be extended or updated in four-week increments upon the prior written approval of the DIP Agent and the Required Lenders (as defined in the DIP Credit Agreement). The Debtor shall deliver updated DIP Budgets to the DIP Agent, the Pre-Petition Agent, and counsel to the Committee as and when required by the DIP Credit Agreement.

9. Financial Covenants. The Debtor shall comply at all times with the following financial covenants as set forth in the DIP Credit Agreement:

(a) Minimum Liquidity. The Debtor shall maintain minimum liquidity of not less than Fifteen Million Dollars ($15,000,000) at all times, where "liquidity" is defined as the sum of (i) unrestricted cash and cash equivalents on deposit in accounts subject to the DIP Liens, plus (ii) undrawn and available commitments under the DIP Facility.

(b) Maximum Cumulative Variance to Budget. Actual aggregate disbursements shall not exceed budgeted aggregate disbursements by more than fifteen percent (15%) on a rolling four-week basis, tested weekly as of the close of business on the last business day of each week.

(c) Minimum EBITDA. EBITDA (as defined in the DIP Credit Agreement) for any rolling four-week period shall not be less than negative Five Million Dollars (-$5,000,000).

Compliance with the foregoing financial covenants shall be tested and reported to the DIP Agent on a weekly basis, or as otherwise specified in the DIP Credit Agreement. Each weekly compliance certificate shall be delivered no later than the third business day following the end of the applicable testing period and shall be executed by the Debtor's Chief Financial Officer or such other authorized officer of the Debtor as may be acceptable to the DIP Agent.

10. Milestones. The Debtor shall comply with the following milestones (the "Milestones"), each of which is an essential term of the DIP Facility:

(a) Interim DIP Order. Entry of the Interim Order authorizing the DIP Facility on an interim basis by no later than five (5) business days after the Petition Date (i.e., by May 22, 2025) — satisfied.

(b) Final DIP Order. Entry of a Final Order authorizing the DIP Facility on a final basis by no later than thirty-five (35) days after the Petition Date (i.e., by June 19, 2025) — satisfied upon entry of this Final Order.

(c) Filing of Plan or Section 363 Sale Motion. The Debtor shall file either (i) a plan of reorganization or (ii) a motion to sell substantially all of the Debtor's assets pursuant to Section 363 of the Bankruptcy Code, no later than one hundred fifty (150) days after the Petition Date (i.e., by October 12, 2025).

(d) Confirmation or Sale Closing. The Debtor shall obtain either (i) entry of an order confirming a plan of reorganization or (ii) the consummation of a sale of substantially all of the Debtor's assets pursuant to Section 363 of the Bankruptcy Code, no later than two hundred seventy (270) days after the Petition Date (i.e., by February 8, 2026).

The failure of the Debtor to comply with any Milestone by the applicable deadline shall constitute an Event of Default under the DIP Credit Agreement, unless such Milestone is waived in writing by the Required Lenders in accordance with the DIP Credit Agreement.

11. Carve-Out. Notwithstanding anything to the contrary in this Final Order, the DIP Credit Agreement, or the DIP Loan Documents, the DIP Liens, the DIP Superpriority Claims, the Replacement Liens, and the Adequate Protection Superpriority Claim shall in each case be subject and subordinate to the following carve-out (the "Carve-Out"):

(a) Pre-Trigger Carve-Out. All accrued but unpaid fees, costs, and expenses of professionals retained by the Debtor or the Committee pursuant to Sections 327, 328, or 1103 of the Bankruptcy Code (collectively, "Estate Professionals"), and any fees payable to the Clerk of the United States Bankruptcy Court and to the Office of the United States Trustee pursuant to 28 U.S.C. § 1930(a)(6), in each case incurred at any time prior to the delivery of a Carve-Out Trigger Notice (as defined in the DIP Credit Agreement), without limitation as to amount.

(b) Post-Trigger Carve-Out. Following delivery of a Carve-Out Trigger Notice by the DIP Agent:

(i) An aggregate amount not to exceed Two Million Five Hundred Thousand Dollars ($2,500,000) for allowed fees, costs, and expenses of Estate Professionals (including, without limitation, Calderwood & Harkness LLP, as counsel to the Debtor; Claridge Advisory Group LLC, as financial advisor to the Debtor; and Archer Grayson & Cole LLP, as counsel to the Committee, and any other professionals retained by the Debtor or the Committee with Court approval) incurred after the delivery of the Carve-Out Trigger Notice; and

(ii) An aggregate amount not to exceed Five Hundred Thousand Dollars ($500,000) for fees payable to the Clerk of the United States Bankruptcy Court and to the Office of the United States Trustee pursuant to 28 U.S.C. § 1930(a)(6) incurred after the delivery of the Carve-Out Trigger Notice.

The total Post-Trigger Carve-Out shall not exceed Three Million Dollars ($3,000,000) in the aggregate.

(c) Carve-Out Trigger Notice. The DIP Agent may deliver a Carve-Out Trigger Notice to the Debtor, the Committee, and the U.S. Trustee upon the occurrence and during the continuance of any Event of Default under the DIP Credit Agreement. The delivery of a Carve-Out Trigger Notice shall not be deemed to constitute a waiver of any Event of Default, a waiver of any rights or remedies of the DIP Agent or DIP Lenders, or a release of any claims. Nothing herein shall be construed to impair the ability of any party to object to the fees or expenses of any Estate Professional on any ground other than the Carve-Out.

12. Events of Default. The occurrence of any of the following shall constitute an Event of Default under the DIP Credit Agreement and this Final Order, including, without limitation:

(a) Failure of the Debtor to pay any principal, interest, fees, or other amounts constituting DIP Obligations when due and payable under the DIP Credit Agreement, whether upon demand, at maturity, or otherwise;

(b) Breach by the Debtor of any financial covenant set forth in Paragraph 9 of this Final Order, including the minimum liquidity covenant, the maximum cumulative variance to budget covenant, or the minimum EBITDA covenant;

(d) The conversion of this Chapter 11 case to a case under Chapter 7 of the Bankruptcy Code;

(e) The appointment of a trustee under Section 1104 of the Bankruptcy Code or an examiner with enlarged or expanded powers under Section 1106(b) of the Bankruptcy Code;

(f) The dismissal of this Chapter 11 case;

(g) The entry of any order by this Court or any other court of competent jurisdiction modifying, reversing, revoking, staying, or vacating this Final Order (or any material provision hereof) without the prior written consent of the DIP Agent and the Required Lenders;

(h) Any representation or warranty made by the Debtor in the DIP Credit Agreement, any DIP Loan Document, or any certificate or other document delivered in connection therewith proving to have been false, misleading, or inaccurate in any material respect when made or deemed made;

(i) A material breach by the Debtor of any other provision, term, or condition of the DIP Credit Agreement or any DIP Loan Document that is not otherwise specifically enumerated in this Paragraph 12; and

(j) The occurrence of any cross-default event as specified in the DIP Credit Agreement.

Upon the occurrence and during the continuance of an Event of Default, the DIP Agent shall provide five (5) business days' prior written notice (the "Remedies Notice Period") to the Debtor, counsel to the Debtor (Calderwood & Harkness LLP), the Office of the United States Trustee for Region 12, and counsel to the Committee (Archer Grayson & Cole LLP) before exercising any remedies under the DIP Credit Agreement, the DIP Loan Documents, or this Final Order (including, without limitation, the cessation of further advances, the acceleration of outstanding DIP Obligations, or the exercise of rights with respect to the DIP Collateral). During the Remedies Notice Period, the Debtor, the Committee, or any other party in interest may seek emergency relief from this Court with respect to the DIP Agent's exercise of such remedies. The expiration of the Remedies Notice Period without the Court's entry of an order staying or otherwise enjoining the exercise of such remedies shall be deemed consent to the DIP Agent's exercise of any and all available remedies.

13. Intercreditor Agreement. The Intercreditor Agreement, dated as of May 22, 2025, by and 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 Agent) (the "Intercreditor Agreement"), governing the relative priority of liens, the waterfall of proceeds upon the exercise of remedies or disposition of collateral, standstill provisions, and the exercise of remedies with respect to overlapping collateral pools, which Intercreditor Agreement is governed by the laws of the State of New York, is hereby approved in its entirety. The Debtor, the DIP Secured Parties, and the Pre-Petition Secured Parties shall comply with the terms of the Intercreditor Agreement as if the same were set forth in full herein.

14. Section 364(e) Protection. The DIP Liens, the DIP Superpriority Claims, and all other rights, remedies, and benefits granted to the DIP Agent, the DIP Collateral Agent, and the DIP Lenders under this Final Order, the DIP Credit Agreement, and the DIP Loan Documents, and any actions taken pursuant hereto or thereto, shall be entitled to the full protections afforded by Section 364(e) of the Bankruptcy Code. If any or all of the provisions of this Final Order are hereafter modified, amended, or vacated by a subsequent order of this Court or any other court, such modification, amendment, or vacatur shall not affect the validity, enforceability, or priority of any DIP Obligations, DIP Liens, DIP Superpriority Claims, or any other rights or benefits that were incurred, granted, or arose prior to the effective date of such modification, amendment, or vacatur, and any such DIP Obligations, DIP Liens, and DIP Superpriority Claims shall be governed in all respects by the original provisions of this Final Order. The DIP Agent, the DIP Collateral Agent, and the DIP Lenders have acted in good faith in connection with this Final Order, the DIP Credit Agreement, the DIP Loan Documents, and the extension of credit under the DIP Facility, and are entitled to the full protections of Section 364(e) of the Bankruptcy Code.

15. Automatic Stay Modifications. The automatic stay imposed by Section 362 of the Bankruptcy Code is hereby modified to the extent necessary to permit:

(a) The DIP Agent, the DIP Collateral Agent, and the DIP Lenders to exercise all rights and remedies available to them under the DIP Credit Agreement, the DIP Loan Documents, and this Final Order following the occurrence of an Event of Default and the expiration of the Remedies Notice Period, including, without limitation, the right to cease making further advances under the DIP Facility, to accelerate the outstanding DIP Obligations, to set off amounts owed, and to exercise any and all rights with respect to the DIP Collateral, in each case without further order of this Court;

(b) Prairie State Bank, N.A., as Pre-Petition Agent, for the benefit of the Pre-Petition Secured Parties, to exercise all rights and remedies available with respect to the Replacement Liens and the Adequate Protection Obligations following the occurrence of an Event of Default and the expiration of the Remedies Notice Period, subject to the terms of the Intercreditor Agreement; and

(c) All parties to take any and all actions as may be necessary or appropriate to implement the terms and provisions of this Final Order.

16. Reporting Requirements. The Debtor shall provide to the DIP Agent, with copies to Prairie State Bank, N.A. (as Pre-Petition Agent) and counsel to the Committee:

(a) Weekly Budget Variance Reports. On or before the third (3rd) business day after the end of each calendar week, a report comparing actual receipts and disbursements for the prior week to the amounts set forth in the DIP Budget, together with an explanation of any material variances;

(b) Weekly Compliance Certificates. On or before the third (3rd) business day after the end of each calendar week, a certificate executed by the Debtor's Chief Financial Officer certifying the Debtor's compliance with the financial covenants set forth in Paragraph 9 of this Final Order and in the DIP Credit Agreement, and setting forth the calculations supporting such certification;

(c) Monthly Financial Statements. Within twenty (20) days after the end of each calendar month, unaudited financial statements of the Debtor consisting of a balance sheet, an income statement, and a statement of cash flows for the applicable month and on a year-to-date basis;

(d) Notice of Material Adverse Change or Event of Default. Prompt written notice (and in any event within two (2) business days) of the occurrence of any Material Adverse Change (as defined in the DIP Credit Agreement) or any Event of Default or event that, with the giving of notice or the passage of time, or both, would constitute an Event of Default; and

(e) Other Information. Such other reports, information, data, and documentation as may be reasonably requested by the DIP Agent from time to time.

17. Professional Fee Payment. Nothing in this Final Order shall impair, limit, or otherwise affect the right of any professional retained by the Debtor or the Committee in this case to seek and receive compensation for services rendered and reimbursement of expenses incurred pursuant to Sections 330 and 331 of the Bankruptcy Code, subject in all cases to the terms and limitations of the DIP Credit Agreement and the Carve-Out as set forth in Paragraph 11 hereof. Estimated quarterly fees payable to the Office of the United States Trustee under 28 U.S.C. § 1930(a)(6), currently estimated at approximately $325,000 per quarter (based on projected disbursements), shall be paid by the Debtor as and when due in accordance with applicable law, and such payments shall constitute an administrative expense of the Debtor's estate.

18. D&O Insurance. Nothing in this Final Order shall affect, impair, or modify the rights of any person under the directors' and officers' liability insurance policy issued by Stonebridge Insurance Group Ltd. (Policy No. SIG-DO-2024-07821; aggregate limit of $15,000,000) for the benefit of the Debtor's current and former directors and officers. The DIP Liens shall not attach to the proceeds of such directors' and officers' liability insurance policy to the extent that such proceeds are payable to or for the benefit of the Debtor's current and former directors and officers.

19. No Third-Party Rights. Except as expressly provided herein, this Final Order does not create any rights for the benefit of any third party, creditor, equity holder, or any other person or entity, and no third party, creditor, equity holder, or other person or entity shall be deemed a third-party beneficiary of any of the provisions of this Final Order.

20. Binding Effect; Successors. This Final Order shall be binding upon and shall inure to the benefit of the Debtor, the DIP Agent, the DIP Collateral Agent, the DIP Lenders, Prairie State Bank, N.A. (as Pre-Petition Agent), the Pre-Petition Secured Parties, the Official Committee of Unsecured Creditors, and all other parties in interest in this case, and their respective successors, assigns, heirs, executors, administrators, and representatives, whether in this proceeding, in any superseding case under Chapter 7 of the Bankruptcy Code, or in any other proceedings. In the event this Chapter 11 case is converted to a case under Chapter 7 of the Bankruptcy Code, any Chapter 7 trustee appointed therein shall be bound by all of the terms and provisions of this Final Order.

21. No Waiver. The failure of the DIP Agent, the DIP Collateral Agent, or any DIP Lender to seek relief or otherwise exercise any of its respective rights and remedies under this Final Order, the DIP Credit Agreement, or the DIP Loan Documents shall not constitute a waiver of any such rights or remedies, and all such rights and remedies shall be cumulative and not exclusive of any rights or remedies provided by law, in equity, or otherwise. No waiver of any provision of this Final Order or the DIP Credit Agreement shall be effective unless made in writing and signed by the party against whom enforcement of such waiver is sought.

22. Survival. The provisions of this Final Order, and any actions taken pursuant hereto, shall survive the entry of any order: (a) confirming any plan of reorganization in this Chapter 11 case; (b) converting this Chapter 11 case to a case under Chapter 7 of the Bankruptcy Code; (c) dismissing this Chapter 11 case; or (d) pursuant to which this Court abstains from hearing this case or any related proceeding. The terms and provisions of this Final Order, and the DIP Obligations, DIP Liens, DIP Superpriority Claims, Replacement Liens, Adequate Protection Superpriority Claim, and all other rights and benefits granted herein and in the DIP Credit Agreement and the DIP Loan Documents, shall continue in this case, in any superseding case under Chapter 7 of the Bankruptcy Code, and in any other proceedings related hereto, and shall maintain their priority as provided in this Final Order until all DIP Obligations have been indefeasibly paid in full in cash and all commitments under the DIP Facility have been terminated.

23. Governing Law. The DIP Credit Agreement and the DIP Loan Documents (other than the Mortgages) are governed by and shall be construed in accordance with the laws of the State of New York (without regard to principles of conflicts of law that would result in the application of the laws of any other jurisdiction), except as otherwise preempted or governed by the Bankruptcy Code or other applicable federal law. The Mortgages on the manufacturing plant located in Cedar Falls, Iowa, and the Ames R&D Farm located in Ames, Iowa, shall be governed by and construed in accordance with the laws of the State of Iowa. The Mortgage on the manufacturing plant located in Decatur, Illinois, shall be governed by and construed in accordance with the laws of the State of Illinois. The Mortgage on the manufacturing plant located in Jonesboro, Arkansas, shall be governed by and construed in accordance with the laws of the State of Arkansas. This Court shall retain exclusive jurisdiction over all matters arising from or related to this Final Order, the DIP Credit Agreement, and the DIP Loan Documents.

24. Objection Deadline and Reservation of Rights. All objections to the DIP Motion, the DIP Facility, and the relief granted herein that were not timely raised in writing prior to or at the Final Hearing are hereby deemed waived and overruled in all respects. Notwithstanding the foregoing, the Official Committee of Unsecured Creditors and any other party in interest (other than the DIP Agent and the DIP Lenders, who shall not be subject to any such challenge) shall have sixty (60) days from the date of entry of this Final Order (the "Challenge Period") to investigate, commence, and prosecute, by adversary proceeding or contested matter, a challenge to the validity, enforceability, priority, perfection, or extent of the Pre-Petition Secured Parties' pre-petition liens, claims, and security interests (a "Challenge"). If no Challenge is timely commenced within the Challenge Period, or if a timely commenced Challenge is resolved by final non-appealable order in favor of the Pre-Petition Secured Parties, then: (i) the pre-petition liens and security interests of the Pre-Petition Secured Parties shall be deemed, for all purposes, legal, valid, binding, perfected, enforceable, first-priority (subject to the split-collateral intercreditor arrangement), and non-avoidable; (ii) the pre-petition claims of the Pre-Petition Secured Parties shall be deemed, for all purposes, allowed in the full amounts asserted; and (iii) the Debtor's estate and all parties in interest shall be deemed to have forever waived, released, and been barred from asserting any challenge to the foregoing. Nothing in this Final Order shall prejudice the right of any party in interest to challenge the amount or allowability of any claim of the Pre-Petition Secured Parties on any basis that does not constitute a Challenge as described in this Paragraph.

25. Immediate Effectiveness; No Stay. This Final Order shall be effective immediately upon entry and shall not be subject to any stay of effectiveness, including any stay provided under Bankruptcy Rules 6004(h), 7062, or otherwise. The Debtor is authorized to take any and all actions necessary or appropriate to implement the terms and provisions of this Final Order immediately upon entry, including, without limitation, the borrowing of funds under the DIP Facility and the execution and delivery of any documents required in connection therewith.

26. Retention of Jurisdiction. This Court retains exclusive jurisdiction over all matters arising from or related to the implementation, interpretation, enforcement, and modification of this Final Order, the DIP Credit Agreement, the DIP Loan Documents, the Adequate Protection Obligations, the Carve-Out, and all related matters, including, without limitation, jurisdiction to hear and determine all disputes and controversies arising in connection with the DIP Facility, the DIP Liens, the DIP Superpriority Claims, the Replacement Liens, the Adequate Protection Superpriority Claim, and any actions taken pursuant to this Final Order.

EXHIBITS

The following Exhibits are attached hereto and incorporated herein by reference:

Exhibit A — 13-Week DIP Budget (May 15, 2025 — August 13, 2025)

The detailed 13-week cash flow budget reflecting: opening cash of $11,800,000; Interim DIP Draw of $80,000,000; total operating receipts of $129,600,000 ($38,200,000 for Weeks 1–4; $41,600,000 for Weeks 5–8; $49,800,000 for Weeks 9–13); total operating disbursements of $133,900,000 ($44,100,000 for Weeks 1–4; $42,300,000 for Weeks 5–8; $47,500,000 for Weeks 9–13); restructuring professional fees of $16,100,000; debt service and adequate protection payments of $11,050,000; capital expenditures of $3,600,000; net cash outflow of $35,050,000; and ending cash of $56,750,000 (reconciled as $11,800,000 + $80,000,000 − $35,050,000 = $56,750,000).

Exhibit B — DIP Credit Agreement

The Senior Secured Superpriority Debtor-in-Possession Credit Agreement, dated as of May 22, 2025, by and among Greenfield Agricultural Partners LLC, as Borrower, Ironclad Capital Partners LP, as Administrative Agent, Meridian Trust Company, as Collateral Agent, and Ironclad Capital Partners LP, Ridgeline Opportunity Fund III LP, and Bramblewood Credit Advisors LLC, as Lenders, in the form previously attached as Exhibit B to the Interim Order, as such agreement may have been amended or supplemented through the date of entry of this Final Order.

Dated: June 19, 2025

________________________________________

THE HONORABLE MARGARET R. DUNLEAVY UNITED STATES BANKRUPTCY JUDGE UNITED STATES BANKRUPTCY COURT FOR THE NORTHERN DISTRICT OF IOWA CEDAR RAPIDS DIVISION

CERTIFICATE OF SERVICE

I, Nathaniel Bower, counsel to the Debtor, hereby certify that on June 19, 2025, I caused a true and correct copy of the foregoing Final Order to be served by electronic mail and/or first-class mail, postage prepaid, upon the following parties in interest:

DIP Agent: Ironclad Capital Partners LP 600 Lexington Avenue, 34th Floor New York, NY 10022 Attention: Authorized Representative

Counsel to DIP Agent and DIP Lenders: Harmon & Keach LLP 51 West 52nd Street New York, NY 10019 Attention: Richard Yeung, Esq.

DIP Lenders: Ridgeline Opportunity Fund III LP 200 S. Wacker Drive, Suite 2900 Chicago, IL 60606 Attention: Samuel Ostrowski

Bramblewood Credit Advisors LLC 100 Federal Street, Suite 3100 Boston, MA 02110 Attention: Christine Morel

DIP Collateral Agent: Meridian Trust Company 101 Park Avenue, 20th Floor New York, NY 10178 Attention: Robert Fennimore

Pre-Petition Agent: Prairie State Bank, N.A. 500 Main Street, Suite 1200 Kansas City, MO 64105 Attention: Thomas Whitaker, SVP, Loan Workout Group Attention: Angela Reeves

Official Committee of Unsecured Creditors: c

UNITED STATES BANKRUPTCY COURT FOR THE NORTHERN DISTRICT OF IOWA CEDAR RAPIDS DIVISION
FINAL ORDER (I) AUTHORIZING THE DEBTOR TO OBTAIN SENIOR SECURED SUPERPRIORITY DEBTOR-IN-POSSESSION FINANCING PURSUANT TO 11 U.S.C. §§ 105, 361, 362, 363, 364(c)(1), 364(c)(2), 364(c)(3), 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 PARTIES; AND (V) GRANTING RELATED RELIEF
Upon consideration of the Emergency Motion for Entry of Interim and Final Orders Authorizing Debtor-in-Possession Financing Pursuant to 11 U.S.C. §§ 105, 361, 362, 363, 364, and 507 (the "DIP Motion") filed by Greenfield Agricultural Partners LLC, as debtor and debtor-in-possession (the "Debtor"), and the Court having conducted the Final Hearing on the DIP Motion on June 19, 2025 (the "Final Hearing"), and due and sufficient notice of the Final Hearing having been given to all parties in interest, and the Court having reviewed and considered the DIP Motion, the declarations and evidence submitted in support thereof, the DIP Credit Agreement and all related documents, the objections (if any) filed thereto, the arguments of counsel, and the entire record in this case, and the Court being otherwise fully advised in the premises, the Court hereby makes the following findings of fact and conclusions of law and enters this Final Order:
RECITALS
A. Petition and Case Background. On May 15, 2025 (the "Petition Date"), Greenfield Agricultural Partners LLC (the "Debtor"), an Iowa limited liability company with Employer Identification Number 42-8837291 and principal offices located at 1400 Prairie Ridge Drive, Cedar Falls, Iowa 50613, filed a voluntary petition for relief under Chapter 11 of Title 11 of the United States Code (the "Bankruptcy Code") in this Court, thereby commencing the above-captioned case. Since the Petition Date, the Debtor has continued to operate its business and manage its properties as debtor-in-possession pursuant to Sections 1107(a) and 1108 of the Bankruptcy Code. No trustee or examiner has been appointed in this case. No plan of reorganization has been filed, proposed, or confirmed as of the date of entry of this Final Order.
B. The DIP Motion. On the Petition Date, the Debtor filed the DIP Motion seeking, among other things, authorization to obtain senior secured superpriority debtor-in-possession financing and to grant liens and superpriority administrative expense claims in connection therewith. The DIP Motion was supported by the Declaration of Patricia Langford, Chief Financial Officer of the Debtor (the "Langford Declaration"), which set forth the Debtor's financial condition, cash flow projections, and the operational necessity of the proposed DIP Facility, and the Declaration of Nolan Ashworth, Managing Director of Claridge Advisory Group LLC (the "Ashworth Declaration"), the Debtor's court-approved financial advisor, which described the Debtor's marketing efforts, the lack of alternative financing sources, and the reasonableness of the proposed DIP Facility terms in light of prevailing market conditions for debtor-in-possession financing in the agricultural chemicals industry.
C. The Interim Order. On May 22, 2025, following an emergency hearing conducted on notice to all appropriate parties, this Court entered an Interim Order (Dkt. No. 47) (the "Interim Order") authorizing the Debtor to borrow up to $80,000,000 on an interim basis under the DIP Facility (as defined herein), granting the DIP Agent and DIP Lenders superpriority administrative expense claims and liens on the Debtor's assets, authorizing the use of Cash Collateral on an interim basis, and granting adequate protection to the Pre-Petition Secured Parties, all pending the Final Hearing on the DIP Motion. The Interim Order remains in full force and effect and is supplemented and superseded, as applicable, by this Final Order.
D. Final Hearing. The Court conducted the Final Hearing on the DIP Motion on June 19, 2025, at which time all interested parties were afforded a full and fair opportunity to be heard and to present evidence and arguments with respect to the DIP Motion. Proper and timely notice of the Final Hearing was served upon all parties in interest, including: (i) the Office of the United States Trustee for Region 12; (ii) the Official Committee of Unsecured Creditors (the "Committee") appointed in this case, through its counsel, Archer Grayson & Cole LLP (Franklin Desmond, Partner); (iii) Prairie State Bank, N.A., in its capacity as Pre-Petition First Lien Agent and Pre-Petition ABL Agent (as defined below), through its counsel; (iv) all known creditors and parties in interest listed on the Debtor's master service list; and (v) all other parties entitled to notice under the Bankruptcy Code, the Federal Rules of Bankruptcy Procedure (the "Bankruptcy Rules"), and the Local Rules of this Court. The Court has reviewed and considered the DIP Motion, the Langford Declaration, the Ashworth Declaration, the DIP Credit Agreement and all related DIP Loan Documents, any objections filed in connection with the DIP Motion, and all testimony, evidence, and arguments presented at the Final Hearing.
E. The DIP Facility. The Debtor seeks final authority to enter into, and perform all obligations under, that certain Senior Secured Superpriority Debtor-in-Possession Credit Agreement, dated as of May 22, 2025 (as amended, supplemented, restated, or otherwise modified from time to time in accordance with its terms, the "DIP Credit Agreement"), by and among:
(i) Greenfield Agricultural Partners LLC, as Borrower;
(ii) Ironclad Capital Partners LP, as Administrative Agent (in such capacity, the "DIP Agent");
(iii) Meridian Trust Company, as Collateral Agent (in such capacity, the "DIP Collateral Agent"); and
(iv) Ironclad Capital Partners LP, Ridgeline Opportunity Fund III LP, and Bramblewood Credit Advisors LLC, as Lenders (collectively, the "DIP Lenders" and, together with the DIP Agent and the DIP Collateral Agent, the "DIP Secured Parties").
The DIP Credit Agreement provides for a senior secured superpriority revolving credit facility in an aggregate principal amount of One Hundred Seventy-Five Million Dollars ($175,000,000) (the "DIP Facility"). The individual commitments of the DIP Lenders under the DIP Facility are as follows: (a) Ironclad Capital Partners LP — $100,000,000, representing approximately 57.14% of total commitments; (b) Ridgeline Opportunity Fund III LP — $50,000,000, representing approximately 28.57% of total commitments; and (c) Bramblewood Credit Advisors LLC — $25,000,000, representing approximately 14.29% of total commitments. All capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the DIP Credit Agreement.
F. Pre-Petition Indebtedness and Capital Structure. As of the Petition Date, the Debtor's material funded indebtedness and capital structure consisted of the following obligations:
(i) First Lien Term Loan. A first lien senior secured term loan in the outstanding principal amount of $310,000,000 (the "Pre-Petition First Lien Facility"), pursuant to that certain First Lien Credit Agreement, dated as of November 15, 2021, by and among the Debtor, as Borrower, Prairie State Bank, N.A., as Administrative Agent (in such capacity, the "Pre-Petition First Lien Agent"), and the lenders party thereto from time to time (the "Pre-Petition First Lien Lenders"), as amended and supplemented from time to time (the "Pre-Petition First Lien Credit Agreement"). The Pre-Petition First Lien Facility bears interest at a rate of SOFR plus 450 basis points, matures on November 15, 2026, and is secured by a first-priority lien on substantially all assets of the Debtor (other than ABL Priority Collateral, as defined below).
(ii) ABL Revolving Credit Facility. A senior secured asset-based revolving credit facility with total commitments of $95,000,000 (the "Pre-Petition ABL Facility"), of which $72,300,000 was drawn and outstanding as of the Petition Date, pursuant to that certain ABL Credit Agreement, dated as of March 1, 2023, by and among the Debtor, as Borrower, Prairie State Bank, N.A., as Administrative Agent (in such capacity, the "Pre-Petition ABL Agent"), and the lenders party thereto, including Hawthorn National Bank and Northland Savings Bank, F.S.B. (collectively with Prairie State Bank, N.A., the "Pre-Petition ABL Lenders"), as amended and supplemented from time to time (the "Pre-Petition ABL Credit Agreement"). The Pre-Petition ABL Facility bears interest at a rate of SOFR plus 275 basis points, matures on May 31, 2026, and is secured by a first-priority lien on accounts receivable and inventory of the Debtor (the "ABL Priority Collateral") pursuant to a split-collateral intercreditor arrangement with the Pre-Petition First Lien Lenders.
(iii) Senior Unsecured Notes. Senior unsecured notes in the outstanding principal amount of $84,200,000, bearing interest at a fixed rate of 9.50% per annum, due and payable on March 15, 2027, issued pursuant to that certain Indenture, dated as of March 15, 2022, between the Debtor and Meridian Trust Company, as Indenture Trustee (the "Senior Unsecured Notes").
(iv) Trade and Other Unsecured Claims. Approximately $22,700,000 in trade payables and other general unsecured claims.
(v) Total Pre-Petition Debt. Approximately $489,200,000 in the aggregate.
The Pre-Petition First Lien Lenders and the Pre-Petition ABL Lenders are referred to collectively herein as the "Pre-Petition Secured Parties." Prairie State Bank, N.A., in its dual capacity as Pre-Petition First Lien Agent and Pre-Petition ABL Agent, is referred to herein as the "Pre-Petition Agent." The collateral securing the obligations under the Pre-Petition First Lien Credit Agreement and the Pre-Petition ABL Credit Agreement is referred to collectively as the "Pre-Petition Collateral."
G. Pre-Petition Defaults. The events leading to the commencement of this Chapter 11 case include the following: (i) the Debtor breached the Total Net Leverage Ratio covenant (requiring maintenance of a ratio not exceeding 6.50x) under the Pre-Petition First Lien Credit Agreement as of December 31, 2024, at which time the Debtor's actual Total Net Leverage Ratio was 9.82x; (ii) a forbearance agreement between the Debtor and the Pre-Petition First Lien Lenders was executed on January 31, 2025, pursuant to which the Pre-Petition First Lien Lenders agreed to forbear from exercising remedies through May 1, 2025, at which time the forbearance period expired without renewal; (iii) the Debtor failed to make a semi-annual interest payment of $3,681,250 on the Senior Unsecured Notes due March 15, 2025, and the thirty-day grace period expired on April 14, 2025, constituting an event of default under the Indenture; and (iv) the foregoing financial deterioration was driven principally by severe drought conditions during the 2024 growing season that significantly reduced demand for the Debtor's crop protection products, depressed commodity pricing across the Debtor's product lines, and regulatory delays in the re-registration by the United States Environmental Protection Agency of the Debtor's flagship herbicide product, ClearGuard XR, which collectively resulted in a substantial decline in revenues and operating cash flows.
H. Need for DIP Financing. As of the Petition Date, the Debtor had approximately $11,800,000 in cash on hand, which is wholly insufficient to fund the Debtor's ongoing operations, including the continued operation of three manufacturing plants located in Cedar Falls, Iowa; Decatur, Illinois; and Jonesboro, Arkansas, the maintenance of fourteen regional distribution centers across the Midwestern and Southern United States, and the employment of approximately 2,300 employees. The DIP Facility is essential to the Debtor's ability to preserve going-concern value, maintain critical vendor and customer relationships, fund the orderly administration of this Chapter 11 case, and pursue a path to a plan of reorganization or a sale of substantially all of the Debtor's assets under Section 363 of the Bankruptcy Code. Without the DIP Facility, the Debtor's estate and its creditors would suffer immediate and irreparable harm, including the potential cessation of operations, the loss of going-concern value, and the consequent destruction of value for all stakeholders.
I. Good Cause and Findings. Based upon the record before the Court, including the DIP Motion, the declarations filed in support thereof, the testimony and evidence presented at the Final Hearing, and the arguments of counsel, the Court finds and concludes as follows:
(i) Good cause has been shown for the entry of this Final Order.
(ii) The Debtor has been unable to obtain unsecured credit allowable under Section 503(b)(1) of the Bankruptcy Code as an administrative expense, and has been unable to obtain credit having priority over administrative expenses under Section 364(a) or Section 364(b) of the Bankruptcy Code, in each case on terms that would be acceptable and sufficient to meet the Debtor's operational and restructuring needs.
(iii) The DIP Facility was negotiated in good faith and at arm's length among the Debtor, the DIP Agent, and the DIP Lenders, and the Debtor's financial advisor conducted a thorough process to identify and solicit potential sources of DIP financing before selecting the DIP Lenders.
(iv) The terms and conditions of the DIP Facility, including the interest rate, fees, covenants, milestones, and other provisions, are fair and reasonable and reflect current market conditions for debtor-in-possession financing transactions in the agricultural chemicals industry, as established by the evidence and testimony presented at the Final Hearing, including the Ashworth Declaration and Mr. Ashworth's testimony.
(v) The DIP Agent and the DIP Lenders are extending credit to the Debtor in good faith within the meaning of Section 364(e) of the Bankruptcy Code, and, accordingly, the DIP Agent and the DIP Lenders are entitled to the protections afforded by Section 364(e) of the Bankruptcy Code.
(vi) The adequate protection granted to the Pre-Petition Secured Parties pursuant to this Final Order is sufficient to protect the interests of the Pre-Petition Secured Parties in the Pre-Petition Collateral from any diminution in value resulting from the granting of the DIP Liens, the Debtor's use of Cash Collateral, and the imposition of the automatic stay under Section 362 of the Bankruptcy Code.
(vii) Prairie State Bank, N.A., in its capacity as Pre-Petition First Lien Agent and Pre-Petition ABL Agent, has consented to the priming of the pre-petition first liens and ABL liens by the DIP Liens, subject to the adequate protection provisions set forth in this Final Order, as memorialized in (a) the Consent Letter, dated May 20, 2025, executed by Thomas Whitaker, Senior Vice President, Loan Workout Group, Prairie State Bank, N.A. (the "Consent Letter"), and (b) the Adequate Protection Stipulation filed with the Court on May 21, 2025 (Dkt. No. 42) (the "Adequate Protection Stipulation").
J. Roll-Up of Pre-Petition ABL Obligations. The DIP Facility contemplates the roll-up of $20,000,000 of pre-petition ABL revolving credit obligations into the DIP Facility on a dollar-for-dollar basis (the "ABL Roll-Up"), with the consent of the Pre-Petition ABL Agent and the Pre-Petition ABL Lenders. The Court finds and concludes that the ABL Roll-Up is fair, reasonable, and in the best interests of the Debtor's estate and its creditors, and that the ABL Roll-Up constitutes an integral and necessary component of the DIP Facility, without which the DIP Lenders would not have agreed to extend credit to the Debtor on the terms set forth in the DIP Credit Agreement.
K. Notice and Opportunity to Be Heard. Due and proper notice of the DIP Motion and the Final Hearing was provided to all parties in interest in accordance with the Bankruptcy Code, the Bankruptcy Rules, and the Local Rules of this Court, including: (i) the Office of the United States Trustee for Region 12; (ii) the Official Committee of Unsecured Creditors, through its counsel, Archer Grayson & Cole LLP (Franklin Desmond, Partner); (iii) the Pre-Petition Agent; (iv) all creditors and parties in interest on the master service list maintained in this case; and (v) all other parties entitled to notice. The notice given was sufficient and adequate under the circumstances, and no further or other notice of the DIP Motion, the Final Hearing, or the entry of this Final Order is required.
Based upon the foregoing findings of fact and conclusions of law, and for good cause shown, IT IS HEREBY ORDERED, ADJUDGED, AND DECREED as follows:
DECRETAL PARAGRAPHS — ORDERING PROVISIONS
1. Authorization of DIP Facility. The DIP Motion is hereby GRANTED on a final basis. The Debtor is authorized and empowered, pursuant to Sections 105, 361, 362, 363, 364(c)(1), 364(c)(2), 364(c)(3), and 364(d) of the Bankruptcy Code, to borrow up to the full aggregate commitment amount of One Hundred Seventy-Five Million Dollars ($175,000,000) under the DIP Credit Agreement, consisting of:
(a) Eighty Million Dollars ($80,000,000) previously authorized by the Interim Order and drawn by the Debtor on an interim basis (the "Interim Draw"); and
(b) An additional Ninety-Five Million Dollars ($95,000,000) in borrowing availability made available upon entry of this Final Order (the "Final Draw Availability").
The Debtor is authorized and directed to execute, deliver, and perform all of its obligations under the DIP Credit Agreement, the DIP Promissory Notes (consisting of a $100,000,000 promissory note payable to Ironclad Capital Partners LP, a $50,000,000 promissory note payable to Ridgeline Opportunity Fund III LP, and a $25,000,000 promissory note payable to Bramblewood Credit Advisors LLC), the DIP Security Agreement, the DIP intellectual Property Security Agreement, the DIP Pledge Agreement, the Mortgages on the manufacturing plants located in Cedar Falls, Iowa; Decatur, Illinois; and Jonesboro, Arkansas, and all other documents, instruments, and agreements executed and delivered in connection with the DIP Facility (collectively, the "DIP Loan Documents"). The DIP Facility, and all obligations of the Debtor arising thereunder and under the DIP Loan Documents (collectively, the "DIP Obligations"), are hereby approved on a final basis. Each officer of the Debtor is authorized to execute and deliver, on behalf of the Debtor, any and all documents, instruments, certificates, and agreements as may be necessary or desirable to implement and effectuate the DIP Facility and this Final Order.
2. DIP Facility Terms. The principal terms of the DIP Facility, as set forth in the DIP Credit Agreement, are hereby approved and shall include, without limitation, the following:
(a) Interest Rate. The outstanding principal balance of all loans under the DIP Facility shall bear interest at a per annum rate equal to the Secured Overnight Financing Rate ("SOFR") plus 850 basis points (8.50%), subject to a SOFR floor of 4.00%, yielding a minimum all-in interest rate of 12.50% per annum. Interest shall be calculated on the basis of a 360-day year for the actual number of days elapsed and shall be payable monthly in arrears in accordance with the DIP Credit Agreement.
(b) Default Rate. Upon the occurrence and during the continuance of an Event of Default (as defined herein and in the DIP Credit Agreement), all outstanding DIP Obligations shall bear interest at an additional 200 basis points above the otherwise applicable rate (i.e., SOFR plus 1,050 basis points), subject to the SOFR floor.
(c) Closing Fee. A closing fee equal to 2.00% of total commitments under the DIP Facility, in the amount of $3,500,000, which fee was earned in full upon entry of the Interim Order and is non-refundable.
(d) Unused Line Fee. An unused line fee equal to 0.50% per annum on the average daily undrawn and uncancelled portion of the commitments under the DIP Facility, payable quarterly in arrears.
(e) Exit Fee. An exit fee equal to 1.00% of aggregate commitments under the DIP Facility, in the amount of $1,750,000, which fee shall be earned in full upon the earliest to occur of maturity, termination, or repayment in full of the DIP Facility and shall be payable upon such occurrence.
(f) Maturity Date. The DIP Facility shall mature, and all DIP Obligations shall become due and payable in full in cash, on the earliest to occur of: (i) twelve (12) months from the Petition Date (i.e., May 15, 2026); (ii) the effective date of a confirmed plan of reorganization in this Chapter 11 case; (iii) the consummation of a sale of substantially all of the Debtor's assets under Section 363 of the Bankruptcy Code; or (iv) the occurrence of an Event of Default under the DIP Credit Agreement that has not been waived or cured (collectively, the "Maturity Date").
(g) Fees, Costs, and Expenses. All fees, costs, and expenses of the DIP Agent, the DIP Collateral Agent, and the DIP Lenders, including without limitation, the reasonable and documented fees, costs, and disbursements of their legal counsel, Harmon & Keach LLP, and any other advisors, consultants, or agents retained in connection with the DIP Facility, shall be paid by the Debtor as and when provided in the DIP Credit Agreement and shall constitute DIP Obligations secured by the DIP Liens and entitled to the DIP Superpriority Claims (each as defined herein).
3. Superpriority Administrative Expense Claims — Section 364(c)(1). Pursuant to Section 364(c)(1) of the Bankruptcy Code, all DIP Obligations shall constitute allowed superpriority administrative expense claims against the Debtor and the Debtor's estate (the "DIP Superpriority Claims"), with priority over any and all administrative expense claims and unsecured claims of any kind or nature whatsoever, including, without limitation, administrative expense claims arising under Sections 503(b), 507(a), and 507(b) of the Bankruptcy Code (other than the Carve-Out, as defined below), whether now existing or hereafter arising, in this Chapter 11 case, in any superseding case under Chapter 7 of the Bankruptcy Code, or in any other proceeding related hereto. The DIP Superpriority Claims shall be payable from, and shall have recourse to, all property of the Debtor and all property of the Debtor's estate (including, without limitation, all proceeds of the foregoing), whether existing on the date hereof or hereafter acquired, and whether or not such property is subject to a valid, perfected, and non-avoidable lien. No claim having a priority superior to or pari passu with the DIP Superpriority Claims shall be granted or permitted in this case or any subsequent case, except to the extent of the Carve-Out.
4. DIP Liens — Sections 364(c)(2), (c)(3), and (d). To secure the payment and performance of all DIP Obligations, the DIP Collateral Agent (Meridian Trust Company), for the benefit of the DIP Agent and the DIP Lenders, is hereby granted the following continuing liens and security interests (collectively, the "DIP Liens"), which liens and security interests are valid, binding, enforceable, non-avoidable, and automatically perfected upon entry of this Final Order without the necessity of any further action by any party, including, without limitation, the execution, filing, or recording of any financing statements, mortgages, deeds of trust, intellectual property filings, or other documents of any kind, or the possession or control of any assets:
(a) First-Priority Priming Liens — Section 364(d). Pursuant to Section 364(d) of the Bankruptcy Code, first-priority senior priming liens on all Pre-Petition Collateral (as defined in the Pre-Petition First Lien Credit Agreement and the Pre-Petition ABL Credit Agreement), which priming liens shall prime and be senior to all pre-petition liens and security interests of the Pre-Petition Secured Parties (including, without limitation, the liens securing the Pre-Petition First Lien Facility and the Pre-Petition ABL Facility), and shall be subject only to the Carve-Out and Permitted Prior Liens (as defined below). The consent of Prairie State Bank, N.A., as Pre-Petition Agent, to such priming has been obtained and is memorialized in the Consent Letter and the Adequate Protection Stipulation, and the Pre-Petition Secured Parties are receiving adequate protection as set forth in Paragraph 6 of this Final Order.
(b) First-Priority Liens on Unencumbered Assets — Sections 364(c)(2) and (c)(3). Pursuant to Sections 364(c)(2) and 364(c)(3) of the Bankruptcy Code, first-priority liens and security interests on all assets and property of the Debtor and the Debtor's estate that were not subject to valid, perfected, and non-avoidable liens as of the Petition Date, including, without limitation, the 640-acre research and development farm located at 4500 University Boulevard, Ames, Iowa 50010 (the "Ames R&D Farm"), and any and all other previously unencumbered property of the Debtor.
(c) Collateral Description. The DIP Liens shall encumber all assets and property of the Debtor and the Debtor's estate, wherever located and whether now owned or hereafter acquired, including, without limitation: all accounts (including accounts receivable), inventory (including raw materials, work-in-process, and finished goods), equipment, fixtures, general intangibles (including payment intangibles and software), intellectual property (including all patents, patent applications, trademarks, trademark applications, service marks, trade names, copyrights, copyright registrations, trade secrets, know-how, proprietary formulations, and all related licenses, registrations, and goodwill, including specifically the ClearGuard XR brand and all related regulatory registrations and applications), real property (including the manufacturing plants located in Cedar Falls, Iowa; Decatur, Illinois; and Jonesboro, Arkansas, and the Ames R&D Farm), deposit accounts, securities accounts, letter of credit rights, investment property, commercial tort claims (whether now existing or hereafter arising), chattel paper (whether tangible or electronic), instruments, documents, supporting obligations, and all proceeds, products, rents, profits, and offspring of any and all of the foregoing (collectively, the "DIP Collateral").
(d) Permitted Prior Liens. The DIP Liens shall be subject and subordinate only to: (i) the Carve-Out (as defined in Paragraph 11 of this Final Order); (ii) valid, perfected, and unavoidable liens existing as of the Petition Date that are senior in priority to the liens of the Pre-Petition Secured Parties under applicable non-bankruptcy law, including statutory liens for unpaid taxes, mechanics' liens, materialmen's liens, and purchase money security interests, in each case only to the extent such liens are valid, perfected, and unavoidable; and (iii) such other liens as are expressly permitted under the DIP Credit Agreement as "Permitted Liens" (collectively, "Permitted Prior Liens"). The DIP Liens shall otherwise be senior in priority to all other liens and security interests of any kind or nature, whether arising before, on, or after the Petition Date.
(e) Automatic Perfection. The DIP Liens shall be deemed perfected immediately upon entry of this Final Order, and no further filing, recording, or other action, including the filing of UCC financing statements (whether initial filings, amendments, or continuation statements), the recording of mortgages, deeds of trust, or other real property instruments, or the filing of any notices or applications with the United States Patent and Trademark Office, the United States Copyright Office, or any other governmental authority, shall be necessary to perfect such liens and security interests; provided, however, that the DIP Collateral Agent may, in its sole discretion, execute and file or record financing statements, mortgages, notices, or other documents as it deems appropriate to memorialize or further evidence the DIP Liens, and the Debtor shall fully cooperate with any such filings and shall execute any documents reasonably requested by the DIP Collateral Agent in connection therewith. A certified copy of this Final Order may be filed with or recorded in filing or recording offices in any jurisdiction in lieu of, or in addition to, such financing statements, mortgages, notices, or other documents, and all filing and recording officers are hereby directed to accept such certified copy for filing and recording.
5. ABL Roll-Up. Twenty Million Dollars ($20,000,000) of pre-petition ABL revolving credit obligations outstanding under the Pre-Petition ABL Credit Agreement are hereby rolled up into the DIP Facility on a dollar-for-dollar basis (the "ABL Roll-Up Amount"). The ABL Roll-Up Amount shall be deemed to constitute DIP Obligations for all purposes under this Final Order and the DIP Credit Agreement, and shall be secured by the DIP Liens and entitled to the benefit of the DIP Superpriority Claims on the same basis and with the same priority as all other DIP Obligations. After giving effect to the ABL Roll-Up, the remaining outstanding pre-petition obligations under the Pre-Petition ABL Credit Agreement shall be Fifty-Two Million Three Hundred Thousand Dollars ($52,300,000) (i.e., $72,300,000 minus $20,000,000). The ABL Roll-Up has been consented to by the Pre-Petition ABL Agent and the Pre-Petition ABL Lenders, and the Court finds that the ABL Roll-Up is fair, reasonable, necessary, and in the best interests of the Debtor's estate and its creditors. For the avoidance of doubt, the ABL Roll-Up Amount shall be treated as a component of the DIP Facility for all purposes, including for purposes of determining compliance with the DIP Budget, financial covenants, and other provisions of the DIP Credit Agreement.
6. Adequate Protection for Pre-Petition Secured Parties. As adequate protection for any diminution in value of the Pre-Petition Secured Parties' interests in the Pre-Petition Collateral (including Cash Collateral) resulting from the granting of the DIP Liens, the Debtor's use of Cash Collateral, the priming of pre-petition liens, and the imposition of the automatic stay under Section 362 of the Bankruptcy Code, the Pre-Petition Secured Parties are hereby granted the following adequate protection (collectively, the "Adequate Protection Obligations"):
(a) Replacement Liens. Pursuant to Sections 361(2) and 363(e) of the Bankruptcy Code, Prairie State Bank, N.A., as Pre-Petition Agent, for the benefit of the Pre-Petition Secured Parties, is hereby granted valid, binding, enforceable, non-avoidable, and automatically perfected replacement liens on all DIP Collateral (the "Replacement Liens"). The Replacement Liens shall be junior and subordinate to: (i) the DIP Liens; (ii) the Carve-Out; and (iii) Permitted Prior Liens, but shall be senior in priority to all other liens, security interests, claims, and interests of any kind in the DIP Collateral. The Replacement Liens are granted to the extent of any diminution in the value of the Pre-Petition Secured Parties' interests in the Pre-Petition Collateral from and after the Petition Date. No further filing, recording, or other action shall be necessary to perfect the Replacement Liens.
(b) Superpriority Administrative Expense Claim — Section 507(b). Pursuant to Section 507(b) of the Bankruptcy Code, the Pre-Petition Secured Parties are hereby granted an allowed superpriority administrative expense claim (the "Adequate Protection Superpriority Claim") to the extent that the adequate protection provided herein (including the Replacement Liens) proves insufficient to compensate the Pre-Petition Secured Parties for any diminution in value of their interests in the Pre-Petition Collateral. The Adequate Protection Superpriority Claim shall be junior and subordinate to the DIP Superpriority Claims and the Carve-Out, but shall be senior in priority to all other administrative expense claims and unsecured claims of any kind in this case or any successor case.
(c) Current-Pay Interest. The Debtor shall pay current-pay interest on the outstanding obligations under the Pre-Petition First Lien Facility to Prairie State Bank, N.A., as Pre-Petition First Lien Agent, at the non-default contract rate set forth in the Pre-Petition First Lien Credit Agreement (i.e., SOFR plus 450 basis points), payable monthly in arrears in accordance with the terms of the Pre-Petition First Lien Credit Agreement. Such payments shall be made from the Debtor's operating funds and the proceeds of the DIP Facility, in accordance with the DIP Budget.
(d) Monthly Reporting. The Debtor shall deliver to Prairie State Bank, N.A., as Pre-Petition Agent, monthly reporting packages that include, at a minimum: (i) unaudited monthly financial statements, consisting of a balance sheet, an income statement, and a statement of cash flows; (ii) budget variance reports showing actual results compared to the DIP Budget on a line-item and category basis; and (iii) operational updates regarding the status of the Debtor's manufacturing operations, customer relationships, regulatory matters, and restructuring efforts. The form and substance of such reporting packages shall be consistent with the reporting requirements under the Pre-Petition First Lien Credit Agreement, as supplemented by the requirements of this Final Order and the DIP Credit Agreement.
(e) Adequate Protection Stipulation. The Adequate Protection Stipulation between the Debtor and Prairie State Bank, N.A. (in its capacities as Pre-Petition First Lien Agent and Pre-Petition ABL Agent), as filed with the Court on May 21, 2025 (Dkt. No. 42), is hereby approved in its entirety and incorporated herein by reference as though fully set forth herein. To the extent of any conflict between the terms of the Adequate Protection Stipulation and the terms of this Final Order, the terms of this Final Order shall control.
7. Authorization to Use Cash Collateral. Pursuant to Section 363(c)(2) of the Bankruptcy Code, the Debtor is hereby authorized to use Cash Collateral (as defined in Section 363(a) of the Bankruptcy Code) of the Pre-Petition Secured Parties in accordance with the DIP Budget (as defined below) and subject to the adequate protection provisions set forth in Paragraph 6 of this Final Order. The authorization to use Cash Collateral is an integral part of the DIP Facility and the adequate protection package granted to the Pre-Petition Secured Parties herein, and the Debtor's authority to use Cash Collateral shall terminate upon the termination of the DIP Facility in accordance with its terms or as otherwise provided in this Final Order.
8. DIP Budget. The Debtor shall at all times comply with the 13-Week DIP Budget, a copy of which is attached hereto as Exhibit A and incorporated herein by reference (the "DIP Budget"), covering the period from May 15, 2025, through August 13, 2025. The DIP Budget, which has been approved by the DIP Agent and the Required Lenders, reflects the following summary projections:
The DIP Budget may be extended or updated in four-week increments upon the prior written approval of the DIP Agent and the Required Lenders (as defined in the DIP Credit Agreement). The Debtor shall deliver updated DIP Budgets to the DIP Agent, the Pre-Petition Agent, and counsel to the Committee as and when required by the DIP Credit Agreement.
9. Financial Covenants. The Debtor shall comply at all times with the following financial covenants as set forth in the DIP Credit Agreement:
(a) Minimum Liquidity. The Debtor shall maintain minimum liquidity of not less than Fifteen Million Dollars ($15,000,000) at all times, where "liquidity" is defined as the sum of (i) unrestricted cash and cash equivalents on deposit in accounts subject to the DIP Liens, plus (ii) undrawn and available commitments under the DIP Facility.
(b) Maximum Cumulative Variance to Budget. Actual aggregate disbursements shall not exceed budgeted aggregate disbursements by more than fifteen percent (15%) on a rolling four-week basis, tested weekly as of the close of business on the last business day of each week.
(c) Minimum EBITDA. EBITDA (as defined in the DIP Credit Agreement) for any rolling four-week period shall not be less than negative Five Million Dollars (-$5,000,000).
Compliance with the foregoing financial covenants shall be tested and reported to the DIP Agent on a weekly basis, or as otherwise specified in the DIP Credit Agreement. Each weekly compliance certificate shall be delivered no later than the third business day following the end of the applicable testing period and shall be executed by the Debtor's Chief Financial Officer or such other authorized officer of the Debtor as may be acceptable to the DIP Agent.
10. Milestones. The Debtor shall comply with the following milestones (the "Milestones"), each of which is an essential term of the DIP Facility:
(a) Interim DIP Order. Entry of the Interim Order authorizing the DIP Facility on an interim basis by no later than five (5) business days after the Petition Date (i.e., by May 22, 2025) — satisfied.
(b) Final DIP Order. Entry of a Final Order authorizing the DIP Facility on a final basis by no later than thirty-five (35) days after the Petition Date (i.e., by June 19, 2025) — satisfied upon entry of this Final Order.
(c) Filing of Plan or Section 363 Sale Motion. The Debtor shall file either (i) a plan of reorganization or (ii) a motion to sell substantially all of the Debtor's assets pursuant to Section 363 of the Bankruptcy Code, no later than one hundred fifty (150) days after the Petition Date (i.e., by October 12, 2025).
(d) Confirmation or Sale Closing. The Debtor shall obtain either (i) entry of an order confirming a plan of reorganization or (ii) the consummation of a sale of substantially all of the Debtor's assets pursuant to Section 363 of the Bankruptcy Code, no later than two hundred seventy (270) days after the Petition Date (i.e., by February 8, 2026).
The failure of the Debtor to comply with any Milestone by the applicable deadline shall constitute an Event of Default under the DIP Credit Agreement, unless such Milestone is waived in writing by the Required Lenders in accordance with the DIP Credit Agreement.
11. Carve-Out. Notwithstanding anything to the contrary in this Final Order, the DIP Credit Agreement, or the DIP Loan Documents, the DIP Liens, the DIP Superpriority Claims, the Replacement Liens, and the Adequate Protection Superpriority Claim shall in each case be subject and subordinate to the following carve-out (the "Carve-Out"):
(a) Pre-Trigger Carve-Out. All accrued but unpaid fees, costs, and expenses of professionals retained by the Debtor or the Committee pursuant to Sections 327, 328, or 1103 of the Bankruptcy Code (collectively, "Estate Professionals"), and any fees payable to the Clerk of the United States Bankruptcy Court and to the Office of the United States Trustee pursuant to 28 U.S.C. § 1930(a)(6), in each case incurred at any time prior to the delivery of a Carve-Out Trigger Notice (as defined in the DIP Credit Agreement), without limitation as to amount.
(b) Post-Trigger Carve-Out. Following delivery of a Carve-Out Trigger Notice by the DIP Agent:
(i) An aggregate amount not to exceed Two Million Five Hundred Thousand Dollars ($2,500,000) for allowed fees, costs, and expenses of Estate Professionals (including, without limitation, Calderwood & Harkness LLP, as counsel to the Debtor; Claridge Advisory Group LLC, as financial advisor to the Debtor; and Archer Grayson & Cole LLP, as counsel to the Committee, and any other professionals retained by the Debtor or the Committee with Court approval) incurred after the delivery of the Carve-Out Trigger Notice; and
(ii) An aggregate amount not to exceed Five Hundred Thousand Dollars ($500,000) for fees payable to the Clerk of the United States Bankruptcy Court and to the Office of the United States Trustee pursuant to 28 U.S.C. § 1930(a)(6) incurred after the delivery of the Carve-Out Trigger Notice.
The total Post-Trigger Carve-Out shall not exceed Three Million Dollars ($3,000,000) in the aggregate.
(c) Carve-Out Trigger Notice. The DIP Agent may deliver a Carve-Out Trigger Notice to the Debtor, the Committee, and the U.S. Trustee upon the occurrence and during the continuance of any Event of Default under the DIP Credit Agreement. The delivery of a Carve-Out Trigger Notice shall not be deemed to constitute a waiver of any Event of Default, a waiver of any rights or remedies of the DIP Agent or DIP Lenders, or a release of any claims. Nothing herein shall be construed to impair the ability of any party to object to the fees or expenses of any Estate Professional on any ground other than the Carve-Out.
12. Events of Default. The occurrence of any of the following shall constitute an Event of Default under the DIP Credit Agreement and this Final Order, including, without limitation:
(a) Failure of the Debtor to pay any principal, interest, fees, or other amounts constituting DIP Obligations when due and payable under the DIP Credit Agreement, whether upon demand, at maturity, or otherwise;
(b) Breach by the Debtor of any financial covenant set forth in Paragraph 9 of this Final Order, including the minimum liquidity covenant, the maximum cumulative variance to budget covenant, or the minimum EBITDA covenant;
(c) Failure of the Debtor to comply with any Milestone set forth in Paragraph 10 of this Final Order;
(d) The conversion of this Chapter 11 case to a case under Chapter 7 of the Bankruptcy Code;
(e) The appointment of a trustee under Section 1104 of the Bankruptcy Code or an examiner with enlarged or expanded powers under Section 1106(b) of the Bankruptcy Code;
(f) The dismissal of this Chapter 11 case;
(g) The entry of any order by this Court or any other court of competent jurisdiction modifying, reversing, revoking, staying, or vacating this Final Order (or any material provision hereof) without the prior written consent of the DIP Agent and the Required Lenders;
(h) Any representation or warranty made by the Debtor in the DIP Credit Agreement, any DIP Loan Document, or any certificate or other document delivered in connection therewith proving to have been false, misleading, or inaccurate in any material respect when made or deemed made;
(i) A material breach by the Debtor of any other provision, term, or condition of the DIP Credit Agreement or any DIP Loan Document that is not otherwise specifically enumerated in this Paragraph 12; and
(j) The occurrence of any cross-default event as specified in the DIP Credit Agreement.
Upon the occurrence and during the continuance of an Event of Default, the DIP Agent shall provide five (5) business days' prior written notice (the "Remedies Notice Period") to the Debtor, counsel to the Debtor (Calderwood & Harkness LLP), the Office of the United States Trustee for Region 12, and counsel to the Committee (Archer Grayson & Cole LLP) before exercising any remedies under the DIP Credit Agreement, the DIP Loan Documents, or this Final Order (including, without limitation, the cessation of further advances, the acceleration of outstanding DIP Obligations, or the exercise of rights with respect to the DIP Collateral). During the Remedies Notice Period, the Debtor, the Committee, or any other party in interest may seek emergency relief from this Court with respect to the DIP Agent's exercise of such remedies. The expiration of the Remedies Notice Period without the Court's entry of an order staying or otherwise enjoining the exercise of such remedies shall be deemed consent to the DIP Agent's exercise of any and all available remedies.
13. Intercreditor Agreement. The Intercreditor Agreement, dated as of May 22, 2025, by and 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 Agent) (the "Intercreditor Agreement"), governing the relative priority of liens, the waterfall of proceeds upon the exercise of remedies or disposition of collateral, standstill provisions, and the exercise of remedies with respect to overlapping collateral pools, which Intercreditor Agreement is governed by the laws of the State of New York, is hereby approved in its entirety. The Debtor, the DIP Secured Parties, and the Pre-Petition Secured Parties shall comply with the terms of the Intercreditor Agreement as if the same were set forth in full herein.
14. Section 364(e) Protection. The DIP Liens, the DIP Superpriority Claims, and all other rights, remedies, and benefits granted to the DIP Agent, the DIP Collateral Agent, and the DIP Lenders under this Final Order, the DIP Credit Agreement, and the DIP Loan Documents, and any actions taken pursuant hereto or thereto, shall be entitled to the full protections afforded by Section 364(e) of the Bankruptcy Code. If any or all of the provisions of this Final Order are hereafter modified, amended, or vacated by a subsequent order of this Court or any other court, such modification, amendment, or vacatur shall not affect the validity, enforceability, or priority of any DIP Obligations, DIP Liens, DIP Superpriority Claims, or any other rights or benefits that were incurred, granted, or arose prior to the effective date of such modification, amendment, or vacatur, and any such DIP Obligations, DIP Liens, and DIP Superpriority Claims shall be governed in all respects by the original provisions of this Final Order. The DIP Agent, the DIP Collateral Agent, and the DIP Lenders have acted in good faith in connection with this Final Order, the DIP Credit Agreement, the DIP Loan Documents, and the extension of credit under the DIP Facility, and are entitled to the full protections of Section 364(e) of the Bankruptcy Code.
15. Automatic Stay Modifications. The automatic stay imposed by Section 362 of the Bankruptcy Code is hereby modified to the extent necessary to permit:
(a) The DIP Agent, the DIP Collateral Agent, and the DIP Lenders to exercise all rights and remedies available to them under the DIP Credit Agreement, the DIP Loan Documents, and this Final Order following the occurrence of an Event of Default and the expiration of the Remedies Notice Period, including, without limitation, the right to cease making further advances under the DIP Facility, to accelerate the outstanding DIP Obligations, to set off amounts owed, and to exercise any and all rights with respect to the DIP Collateral, in each case without further order of this Court;
(b) Prairie State Bank, N.A., as Pre-Petition Agent, for the benefit of the Pre-Petition Secured Parties, to exercise all rights and remedies available with respect to the Replacement Liens and the Adequate Protection Obligations following the occurrence of an Event of Default and the expiration of the Remedies Notice Period, subject to the terms of the Intercreditor Agreement; and
(c) All parties to take any and all actions as may be necessary or appropriate to implement the terms and provisions of this Final Order.
16. Reporting Requirements. The Debtor shall provide to the DIP Agent, with copies to Prairie State Bank, N.A. (as Pre-Petition Agent) and counsel to the Committee:
(a) Weekly Budget Variance Reports. On or before the third (3rd) business day after the end of each calendar week, a report comparing actual receipts and disbursements for the prior week to the amounts set forth in the DIP Budget, together with an explanation of any material variances;
(b) Weekly Compliance Certificates. On or before the third (3rd) business day after the end of each calendar week, a certificate executed by the Debtor's Chief Financial Officer certifying the Debtor's compliance with the financial covenants set forth in Paragraph 9 of this Final Order and in the DIP Credit Agreement, and setting forth the calculations supporting such certification;
(c) Monthly Financial Statements. Within twenty (20) days after the end of each calendar month, unaudited financial statements of the Debtor consisting of a balance sheet, an income statement, and a statement of cash flows for the applicable month and on a year-to-date basis;
(d) Notice of Material Adverse Change or Event of Default. Prompt written notice (and in any event within two (2) business days) of the occurrence of any Material Adverse Change (as defined in the DIP Credit Agreement) or any Event of Default or event that, with the giving of notice or the passage of time, or both, would constitute an Event of Default; and
(e) Other Information. Such other reports, information, data, and documentation as may be reasonably requested by the DIP Agent from time to time.
17. Professional Fee Payment. Nothing in this Final Order shall impair, limit, or otherwise affect the right of any professional retained by the Debtor or the Committee in this case to seek and receive compensation for services rendered and reimbursement of expenses incurred pursuant to Sections 330 and 331 of the Bankruptcy Code, subject in all cases to the terms and limitations of the DIP Credit Agreement and the Carve-Out as set forth in Paragraph 11 hereof. Estimated quarterly fees payable to the Office of the United States Trustee under 28 U.S.C. § 1930(a)(6), currently estimated at approximately $325,000 per quarter (based on projected disbursements), shall be paid by the Debtor as and when due in accordance with applicable law, and such payments shall constitute an administrative expense of the Debtor's estate.
18. D&O Insurance. Nothing in this Final Order shall affect, impair, or modify the rights of any person under the directors' and officers' liability insurance policy issued by Stonebridge Insurance Group Ltd. (Policy No. SIG-DO-2024-07821; aggregate limit of $15,000,000) for the benefit of the Debtor's current and former directors and officers. The DIP Liens shall not attach to the proceeds of such directors' and officers' liability insurance policy to the extent that such proceeds are payable to or for the benefit of the Debtor's current and former directors and officers.
19. No Third-Party Rights. Except as expressly provided herein, this Final Order does not create any rights for the benefit of any third party, creditor, equity holder, or any other person or entity, and no third party, creditor, equity holder, or other person or entity shall be deemed a third-party beneficiary of any of the provisions of this Final Order.
20. Binding Effect; Successors. This Final Order shall be binding upon and shall inure to the benefit of the Debtor, the DIP Agent, the DIP Collateral Agent, the DIP Lenders, Prairie State Bank, N.A. (as Pre-Petition Agent), the Pre-Petition Secured Parties, the Official Committee of Unsecured Creditors, and all other parties in interest in this case, and their respective successors, assigns, heirs, executors, administrators, and representatives, whether in this proceeding, in any superseding case under Chapter 7 of the Bankruptcy Code, or in any other proceedings. In the event this Chapter 11 case is converted to a case under Chapter 7 of the Bankruptcy Code, any Chapter 7 trustee appointed therein shall be bound by all of the terms and provisions of this Final Order.
21. No Waiver. The failure of the DIP Agent, the DIP Collateral Agent, or any DIP Lender to seek relief or otherwise exercise any of its respective rights and remedies under this Final Order, the DIP Credit Agreement, or the DIP Loan Documents shall not constitute a waiver of any such rights or remedies, and all such rights and remedies shall be cumulative and not exclusive of any rights or remedies provided by law, in equity, or otherwise. No waiver of any provision of this Final Order or the DIP Credit Agreement shall be effective unless made in writing and signed by the party against whom enforcement of such waiver is sought.
22. Survival. The provisions of this Final Order, and any actions taken pursuant hereto, shall survive the entry of any order: (a) confirming any plan of reorganization in this Chapter 11 case; (b) converting this Chapter 11 case to a case under Chapter 7 of the Bankruptcy Code; (c) dismissing this Chapter 11 case; or (d) pursuant to which this Court abstains from hearing this case or any related proceeding. The terms and provisions of this Final Order, and the DIP Obligations, DIP Liens, DIP Superpriority Claims, Replacement Liens, Adequate Protection Superpriority Claim, and all other rights and benefits granted herein and in the DIP Credit Agreement and the DIP Loan Documents, shall continue in this case, in any superseding case under Chapter 7 of the Bankruptcy Code, and in any other proceedings related hereto, and shall maintain their priority as provided in this Final Order until all DIP Obligations have been indefeasibly paid in full in cash and all commitments under the DIP Facility have been terminated.
23. Governing Law. The DIP Credit Agreement and the DIP Loan Documents (other than the Mortgages) are governed by and shall be construed in accordance with the laws of the State of New York (without regard to principles of conflicts of law that would result in the application of the laws of any other jurisdiction), except as otherwise preempted or governed by the Bankruptcy Code or other applicable federal law. The Mortgages on the manufacturing plant located in Cedar Falls, Iowa, and the Ames R&D Farm located in Ames, Iowa, shall be governed by and construed in accordance with the laws of the State of Iowa. The Mortgage on the manufacturing plant located in Decatur, Illinois, shall be governed by and construed in accordance with the laws of the State of Illinois. The Mortgage on the manufacturing plant located in Jonesboro, Arkansas, shall be governed by and construed in accordance with the laws of the State of Arkansas. This Court shall retain exclusive jurisdiction over all matters arising from or related to this Final Order, the DIP Credit Agreement, and the DIP Loan Documents.
24. Objection Deadline and Reservation of Rights. All objections to the DIP Motion, the DIP Facility, and the relief granted herein that were not timely raised in writing prior to or at the Final Hearing are hereby deemed waived and overruled in all respects. Notwithstanding the foregoing, the Official Committee of Unsecured Creditors and any other party in interest (other than the DIP Agent and the DIP Lenders, who shall not be subject to any such challenge) shall have sixty (60) days from the date of entry of this Final Order (the "Challenge Period") to investigate, commence, and prosecute, by adversary proceeding or contested matter, a challenge to the validity, enforceability, priority, perfection, or extent of the Pre-Petition Secured Parties' pre-petition liens, claims, and security interests (a "Challenge"). If no Challenge is timely commenced within the Challenge Period, or if a timely commenced Challenge is resolved by final non-appealable order in favor of the Pre-Petition Secured Parties, then: (i) the pre-petition liens and security interests of the Pre-Petition Secured Parties shall be deemed, for all purposes, legal, valid, binding, perfected, enforceable, first-priority (subject to the split-collateral intercreditor arrangement), and non-avoidable; (ii) the pre-petition claims of the Pre-Petition Secured Parties shall be deemed, for all purposes, allowed in the full amounts asserted; and (iii) the Debtor's estate and all parties in interest shall be deemed to have forever waived, released, and been barred from asserting any challenge to the foregoing. Nothing in this Final Order shall prejudice the right of any party in interest to challenge the amount or allowability of any claim of the Pre-Petition Secured Parties on any basis that does not constitute a Challenge as described in this Paragraph.
25. Immediate Effectiveness; No Stay. This Final Order shall be effective immediately upon entry and shall not be subject to any stay of effectiveness, including any stay provided under Bankruptcy Rules 6004(h), 7062, or otherwise. The Debtor is authorized to take any and all actions necessary or appropriate to implement the terms and provisions of this Final Order immediately upon entry, including, without limitation, the borrowing of funds under the DIP Facility and the execution and delivery of any documents required in connection therewith.
26. Retention of Jurisdiction. This Court retains exclusive jurisdiction over all matters arising from or related to the implementation, interpretation, enforcement, and modification of this Final Order, the DIP Credit Agreement, the DIP Loan Documents, the Adequate Protection Obligations, the Carve-Out, and all related matters, including, without limitation, jurisdiction to hear and determine all disputes and controversies arising in connection with the DIP Facility, the DIP Liens, the DIP Superpriority Claims, the Replacement Liens, the Adequate Protection Superpriority Claim, and any actions taken pursuant to this Final Order.
EXHIBITS
The following Exhibits are attached hereto and incorporated herein by reference:
Exhibit A — 13-Week DIP Budget (May 15, 2025 — August 13, 2025)
The detailed 13-week cash flow budget reflecting: opening cash of $11,800,000; Interim DIP Draw of $80,000,000; total operating receipts of $129,600,000 ($38,200,000 for Weeks 1–4; $41,600,000 for Weeks 5–8; $49,800,000 for Weeks 9–13); total operating disbursements of $133,900,000 ($44,100,000 for Weeks 1–4; $42,300,000 for Weeks 5–8; $47,500,000 for Weeks 9–13); restructuring professional fees of $16,100,000; debt service and adequate protection payments of $11,050,000; capital expenditures of $3,600,000; net cash outflow of $35,050,000; and ending cash of $56,750,000 (reconciled as $11,800,000 + $80,000,000 − $35,050,000 = $56,750,000).
Exhibit B — DIP Credit Agreement
The Senior Secured Superpriority Debtor-in-Possession Credit Agreement, dated as of May 22, 2025, by and among Greenfield Agricultural Partners LLC, as Borrower, Ironclad Capital Partners LP, as Administrative Agent, Meridian Trust Company, as Collateral Agent, and Ironclad Capital Partners LP, Ridgeline Opportunity Fund III LP, and Bramblewood Credit Advisors LLC, as Lenders, in the form previously attached as Exhibit B to the Interim Order, as such agreement may have been amended or supplemented through the date of entry of this Final Order.
Dated: June 19, 2025
________________________________________
THE HONORABLE MARGARET R. DUNLEAVY UNITED STATES BANKRUPTCY JUDGE UNITED STATES BANKRUPTCY COURT FOR THE NORTHERN DISTRICT OF IOWA CEDAR RAPIDS DIVISION
CERTIFICATE OF SERVICE
I, Nathaniel Bower, counsel to the Debtor, hereby certify that on June 19, 2025, I caused a true and correct copy of the foregoing Final Order to be served by electronic mail and/or first-class mail, postage prepaid, upon the following parties in interest:
DIP Agent: Ironclad Capital Partners LP 600 Lexington Avenue, 34th Floor New York, NY 10022 Attention: Authorized Representative
Counsel to DIP Agent and DIP Lenders: Harmon & Keach LLP 51 West 52nd Street New York, NY 10019 Attention: Richard Yeung, Esq.
DIP Lenders: Ridgeline Opportunity Fund III LP 200 S. Wacker Drive, Suite 2900 Chicago, IL 60606 Attention: Samuel Ostrowski
Bramblewood Credit Advisors LLC 100 Federal Street, Suite 3100 Boston, MA 02110 Attention: Christine Morel
DIP Collateral Agent: Meridian Trust Company 101 Park Avenue, 20th Floor New York, NY 10178 Attention: Robert Fennimore
Pre-Petition Agent: Prairie State Bank, N.A. 500 Main Street, Suite 1200 Kansas City, MO 64105 Attention: Thomas Whitaker, SVP, Loan Workout Group Attention: Angela Reeves
Official Committee of Unsecured Creditors: c

UNITED STATES BANKRUPTCY COURT FOR THE NORTHERN DISTRICT OF IOWA CEDAR RAPIDS DIVISION

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