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

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

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

INTERIM ORDER (I) AUTHORIZING THE DEBTOR TO OBTAIN SENIOR SECURED SUPERPRIORITY POSTPETITION FINANCING PURSUANT TO 11 U.S.C. §§ 105, 361, 362, 363, 364(c)(1), 364(c)(2), 364(c)(3), 364(d)(1), AND 507, (II) GRANTING LIENS AND SUPERPRIORITY ADMINISTRATIVE EXPENSE CLAIMS, (III) AUTHORIZING THE USE OF CASH COLLATERAL, (IV) GRANTING ADEQUATE PROTECTION TO PRE-PETITION SECURED PARTIES, (V) MODIFYING THE AUTOMATIC STAY, AND (VI) SCHEDULING A FINAL HEARING

Upon 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" or "Greenfield"), together with the supporting declarations, exhibits, and memoranda of law filed in support thereof; and the Court having conducted an interim hearing (the "Interim Hearing") on May 22, 2025; and upon consideration of the record before the Court, including the DIP Motion, the declarations of Patricia Langford, Chief Financial Officer of the Debtor, and Nolan Ashworth, Managing Director of Claridge Advisory Group LLC, the DIP Credit Agreement and related loan documents, the 13-Week DIP Budget, the consent letter of Prairie State Bank, N.A., and all evidence, arguments, and representations made at the Interim Hearing; and the Court having considered the statements and proffers of counsel and having determined that the relief requested in the DIP Motion is in the best interests of the Debtor, its estate, its creditors, and all parties in interest; and due and sufficient notice of the Interim Hearing having been given under the circumstances; and it appearing that no other or further notice need be provided for the purposes of the interim relief granted herein; and the Court having found good and sufficient cause to grant the relief set forth herein; and after due deliberation and for the reasons stated on the record at the Interim Hearing;

IT IS HEREBY FOUND, DETERMINED, AND ORDERED AS FOLLOWS:

RECITALS

The following recitals are made based upon the record before the Court, the evidence and representations of counsel presented at the Interim Hearing, and the declarations and exhibits filed in support of the DIP Motion. Each of the following findings shall constitute a finding of fact to the extent it is factual in nature and a conclusion of law to the extent it is legal in nature, pursuant to Federal Rule of Bankruptcy Procedure 7052, as made applicable by Rule 9014.

A. Petition and Case Commencement

On May 15, 2025 (the "Petition Date"), Greenfield Agricultural Partners LLC, an Iowa limited liability company, EIN 42-8837291, with its principal place of business 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, 11 U.S.C. §§ 101–1532 (the "Bankruptcy Code"), thereby commencing the above-captioned Chapter 11 case (the "Chapter 11 Case"). The Debtor continues to operate its business and manage its property as debtor-in-possession pursuant to Sections 1107(a) and 1108 of the Bankruptcy Code. No trustee, examiner, or official committee of unsecured creditors has been appointed in this Chapter 11 Case as of the date of entry of this Interim Order. This Court has jurisdiction over this matter pursuant to 28 U.S.C. §§ 157 and 1334, and this is a core proceeding under 28 U.S.C. § 157(b)(2). Venue in this district is proper under 28 U.S.C. §§ 1408 and 1409.

B. The DIP Motion

On May 15, 2025, concurrently with the filing of the petition, the Debtor filed the DIP Motion, seeking entry of interim and final orders authorizing the Debtor to obtain postpetition financing pursuant to Sections 105, 361, 362, 363, 364, and 507 of the Bankruptcy Code. The DIP Motion was accompanied by the declaration of Patricia Langford, the Debtor's Chief Financial Officer, which set forth in detail the Debtor's prepetition capital structure, current financial condition, operational needs, and the circumstances giving rise to the need for postpetition financing, and the declaration of Nolan Ashworth, Managing Director of Claridge Advisory Group LLC (the "Financial Advisor"), which described the marketing process undertaken by the Debtor to obtain postpetition financing and the Financial Advisor's opinion that the proposed DIP Facility represents the best financing available to the Debtor under the present circumstances. The Debtor is represented in this Chapter 11 Case by Calderwood & Harkness LLP (Nathaniel Bower, Responsible Partner; Colette Whitman, Billing Partner; Gabrielle Moss, Lead Associate), with offices at 450 Park Avenue, New York, New York 10022 and 801 Grand Avenue, Suite 3300, Des Moines, Iowa 50309.

C. The DIP Facility

The DIP Motion seeks authority for the Debtor to enter into a Senior Secured Superpriority Debtor-in-Possession Credit Agreement (the "DIP Credit Agreement," attached hereto as Exhibit B and incorporated herein by reference), dated as of the date hereof, among:

(a) Greenfield Agricultural Partners LLC, as Borrower (the "Borrower");

(b) Ironclad Capital Partners LP, as Administrative Agent (the "DIP Agent"), having its principal office at 600 Lexington Avenue, 34th Floor, New York, New York 10022;

(c) Ironclad Capital Partners LP, Ridgeline Opportunity Fund III LP, and Bramblewood Credit Advisors LLC, as lenders (each a "DIP Lender" and collectively, the "DIP Lenders"); and

(d) Meridian Trust Company, as Collateral Agent (the "Collateral Agent"), having its principal office at 101 Park Avenue, 20th Floor, New York, New York 10178.

The DIP Facility contemplated by the DIP Credit Agreement is a $175,000,000 senior secured superpriority revolving credit facility (the "DIP Facility"), with commitments allocated among the DIP Lenders as follows:

The DIP Agent and DIP Lenders are represented in this matter by Harmon & Keach LLP (Richard Yeung, Partner), 51 West 52nd Street, New York, New York 10019.

D. Pre-Petition Indebtedness

The Court finds that, as of the Petition Date, the Debtor's prepetition funded indebtedness and capital structure included the following obligations:

(i) First Lien Term Loan. A first lien term loan in the aggregate outstanding principal amount of $310,000,000 (the "Pre-Petition First Lien Obligations"), with Prairie State Bank, N.A. serving as administrative agent (the "Pre-Petition First Lien Agent"), having its office at 500 Main Street, Suite 1200, Kansas City, Missouri 64105. The Pre-Petition First Lien Obligations bear interest at a rate equal to the Secured Overnight Financing Rate ("SOFR") plus 450 basis points per annum and mature in November 2026. The Pre-Petition First Lien Obligations are secured by a first-priority lien on substantially all assets of the Debtor, subject to the split-collateral arrangement described below.

(ii) ABL Revolver. An asset-based revolving credit facility with total commitments of $95,000,000, of which $72,300,000 was drawn and outstanding as of the Petition Date (the "Pre-Petition ABL Obligations"), with Prairie State Bank, N.A. serving as administrative agent (the "Pre-Petition ABL Agent," and together with the Pre-Petition First Lien Agent, in each capacity, the "Pre-Petition Secured Agent"), and with Hawthorn National Bank and Northland Savings Bank, F.S.B. as participating lenders. The Pre-Petition ABL Obligations bear interest at a rate equal to SOFR plus 275 basis points per annum and mature in May 2026. The Pre-Petition ABL Obligations are secured by a first-priority lien on the Debtor's accounts receivable and inventory pursuant to a split-collateral intercreditor arrangement, and by a second-priority lien on all other collateral securing the Pre-Petition First Lien Obligations.

(iii) Senior Unsecured Notes. Senior unsecured notes in the aggregate outstanding principal amount of $84,200,000 (the "Pre-Petition Unsecured Notes"), bearing interest at a fixed rate of 9.50% per annum, maturing in March 2027, with Meridian Trust Company serving as indenture trustee (the "Indenture Trustee").

(iv) Trade and Other Unsecured Claims. Trade payables and other general unsecured claims in an approximate aggregate amount of $22,700,000.

The total prepetition indebtedness of the Debtor, as of the Petition Date, was approximately $489,200,000. Collectively, Prairie State Bank, N.A. (in its capacity as agent under the First Lien Term Loan and the ABL Revolver) is referred to herein as the "Pre-Petition Secured Agent," and the lenders under the First Lien Term Loan and the ABL Revolver are referred to collectively as the "Pre-Petition Secured Lenders." The Pre-Petition Secured Agent and the Pre-Petition Secured Lenders are referred to collectively as the "Pre-Petition Secured Parties." The liens and security interests held by the Pre-Petition Secured Parties in the Debtor's assets are referred to herein as the "Pre-Petition Liens," and the obligations secured thereby are referred to as the "Pre-Petition Secured Obligations."

E. Need for DIP Financing

The Court finds that the Debtor has an immediate, critical need for postpetition financing. The Debtor's cash on hand as of the Petition Date was approximately $11,800,000, which is insufficient to fund the Debtor's ongoing operations, even on a short-term basis, without access to additional financing. The Debtor operates a complex agricultural products enterprise, including three manufacturing plants located in Cedar Falls, Iowa; Decatur, Illinois; and Jonesboro, Arkansas; fourteen regional distribution centers spanning the Midwest and southern United States; and a 640-acre research and development farm located at 4500 University Boulevard, Ames, Iowa. The Debtor employs approximately 2,300 persons across its operations.

The Debtor's business is highly seasonal in nature, with peak sales occurring during the second and third quarters of the calendar year, coinciding with the spring planting and application season and the summer growing season. The DIP Budget captures the tail of the spring application season and the full summer season, which is the most commercially significant period of the Debtor's fiscal year. Without immediate access to postpetition financing, the Debtor will be unable to pay its employees, purchase raw materials and supplies, maintain its manufacturing operations, service its distribution network, and otherwise fund the operational expenditures necessary to preserve and maximize the value of the estate for the benefit of all stakeholders. The consequences of failing to provide such financing would be severe, including potential shutdown of manufacturing operations, loss of critical customer relationships, spoilage of perishable inventory, and the erosion of enterprise value that would be detrimental to all creditors and parties in interest.

F. The Interim Hearing

An interim hearing on the DIP Motion (the "Interim Hearing") was held on May 22, 2025, after due and proper notice to all required parties, including, without limitation, the Office of the United States Trustee for Region 12 (the "U.S. Trustee"), the Pre-Petition Secured Agent (Prairie State Bank, N.A., attention: Thomas Whitaker, Senior Vice President, Loan Workout Group), the DIP Agent (Ironclad Capital Partners LP, attention: Kevin Pratt), and the twenty largest unsecured creditors of the Debtor as listed on the Debtor's verified list filed pursuant to Federal Rule of Bankruptcy Procedure 1007(d). Notice of the Interim Hearing was provided in accordance with Sections 102(1) and 364(c) and (d) of the Bankruptcy Code and Federal Rules of Bankruptcy Procedure 2002, 4001(b), 4001(c), and 4001(d). The following appearances were noted at the Interim Hearing: Calderwood & Harkness LLP for the Debtor; Harmon & Keach LLP for the DIP Agent and DIP Lenders; and counsel for Prairie State Bank, N.A., as Pre-Petition Secured Agent. The Court has reviewed the DIP Motion, the declarations of Patricia Langford and Nolan Ashworth, the DIP Credit Agreement, the proposed DIP Budget, and all other evidence and argument presented at or in connection with the Interim Hearing, and has considered the statements and proffers of counsel.

G. Consent of Pre-Petition Secured Agent

Prairie State Bank, N.A., as Pre-Petition Secured Agent on behalf of itself and the Pre-Petition Secured Lenders, has consented to the priming of its prepetition liens and security interests by the DIP Facility liens, subject to and conditioned upon the adequate protection provisions set forth in this Interim Order, as evidenced by the consent letter dated May 20, 2025, executed by Thomas Whitaker, Senior Vice President, Loan Workout Group, Prairie State Bank, N.A., which consent letter has been filed with the Court and is incorporated herein by reference. Such consent was given following arm's-length negotiations among the Debtor, the Pre-Petition Secured Agent, and the DIP Agent, and reflects the Pre-Petition Secured Agent's determination that the adequate protection measures provided herein are sufficient to protect the interests of the Pre-Petition Secured Parties.

H. Roll-Up of Pre-Petition ABL Obligations

The DIP Credit Agreement provides for the roll-up of $20,000,000 of Pre-Petition ABL Obligations into the DIP Facility (the "Roll-Up"), with the consent of each of the ABL Revolver lenders — Prairie State Bank, N.A., Hawthorn National Bank, and Northland Savings Bank, F.S.B. Upon entry of this Interim Order, $20,000,000 of Pre-Petition ABL Obligations shall be deemed DIP Obligations (as defined in the DIP Credit Agreement) and shall be entitled to all protections, including the DIP Liens and DIP Superpriority Claims, afforded to DIP Obligations under this Interim Order and the DIP Credit Agreement. After giving effect to the Roll-Up, the remaining Pre-Petition ABL Obligations shall be approximately $52,300,000. The Court finds that the Roll-Up is an integral component of the DIP Facility and was a material condition to the willingness of the DIP Lenders to provide the DIP Facility on the terms set forth herein.

I. Good Cause and Findings

Based upon the record before the Court, the Court makes the following findings:

(a) The Debtor has demonstrated good cause and an immediate, critical need for interim relief prior to a final hearing on the DIP Motion. The Debtor's available cash is insufficient to fund operations, and absent interim relief, the Debtor will suffer immediate and irreparable harm.

(b) The terms of the DIP Facility are fair and reasonable and represent the best financing available to the Debtor under the present circumstances, following a comprehensive marketing process as described in the declaration of Nolan Ashworth, which process included outreach to multiple potential lenders and consideration of alternative financing structures.

(c) The DIP Credit Agreement and the DIP Facility are the product of arm's-length, good-faith negotiations among the Debtor, the DIP Agent, the DIP Lenders, and the Pre-Petition Secured Agent. No DIP Lender is an "insider" of the Debtor as that term is defined in Section 101(31) of the Bankruptcy Code.

(d) The Debtor has been unable to obtain unsecured credit allowable under Section 503(b)(1) of the Bankruptcy Code as an administrative expense. The Debtor has been unable to obtain credit having priority over administrative expenses pursuant to Section 364(a) or Section 364(b) of the Bankruptcy Code. The Debtor has been unable to obtain credit secured solely by a lien on unencumbered property of the estate pursuant to Section 364(c)(2) of the Bankruptcy Code without also granting the DIP Lenders the liens and superpriority administrative expense claims authorized by this Interim Order.

(e) The Debtor has been unable to obtain credit with priority over administrative expenses or secured by a lien on unencumbered property without also granting priming liens pursuant to Section 364(d)(1) of the Bankruptcy Code. The DIP Lenders would not have agreed to provide the DIP Facility or extend credit to the Debtor absent the entry of this Interim Order and the granting of the protections set forth herein, including the DIP Liens, the DIP Superpriority Claims, the adequate protection provisions, the Roll-Up, the milestones, and the other terms and conditions contained herein.

(f) Sufficient notice of the Interim Hearing has been given under the circumstances, and no further notice is required for the entry of this Interim Order on an interim basis.

(g) The interests of the Pre-Petition Secured Parties in the DIP Collateral are adequately protected by the adequate protection package set forth in this Interim Order, including the Adequate Protection Liens, the Adequate Protection Superpriority Claims, and the current-pay interest provisions described herein.

ORDERING PROVISIONS

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

PARAGRAPH 1. AUTHORIZATION OF DIP FACILITY

1.1. The DIP Motion is GRANTED on an interim basis, to the extent and in the manner set forth in this Interim Order, pending entry of the Final Order (as defined herein).

1.2. The Debtor is hereby authorized, pursuant to Sections 105, 361, 362, 363, 364(c)(1), 364(c)(2), 364(c)(3), 364(d)(1), and 507 of the Bankruptcy Code, to borrow up to $80,000,000 (the "Interim Draw Amount") under the DIP Credit Agreement on an interim basis, pending entry of a final order (the "Final Order") authorizing the Debtor to borrow the full $175,000,000 committed under the DIP Facility.

1.3. The Debtor is authorized to execute and deliver the DIP Credit Agreement and each of the following ancillary documents (collectively with the DIP Credit Agreement, the "DIP Loan Documents"):

(a) the DIP Promissory Notes in the following principal amounts: (i) Ironclad Capital Partners LP — $100,000,000; (ii) Ridgeline Opportunity Fund III LP — $50,000,000; and (iii) Bramblewood Credit Advisors LLC — $25,000,000;

(b) the DIP Security Agreement, granting a security interest in substantially all personal property of the Debtor;

(c) the DIP intellectual Property Security Agreement, granting a security interest in all intellectual property of the Debtor, including patents, trademarks, trade names, copyrights, and related rights;

(d) the DIP Pledge Agreement, pledging all membership interests, equity interests, and investment property of the Debtor;

(e) the Mortgages encumbering the Debtor's real property interests in the manufacturing facilities located in Cedar Falls, Iowa; Decatur, Illinois; and Jonesboro, Arkansas;

(f) the Perfection Certificate;

(g) UCC financing statements and other perfection documents; and

(h) all other agreements, instruments, certificates, and documents contemplated by or required under the DIP Credit Agreement.

1.4. All DIP Loan Documents shall constitute valid and binding obligations of the Debtor, enforceable against the Debtor and its estate in accordance with their respective terms, subject only to the provisions of this Interim Order and the Final Order to the extent the terms of this Interim Order or the Final Order are inconsistent therewith.

PARAGRAPH 2. DIP FACILITY TERMS — KEY ECONOMIC PROVISIONS

2.1. The following are the key economic terms of the DIP Facility, as more fully set forth in the DIP Credit Agreement:

(a) Total Facility Amount: $175,000,000, constituting a senior secured superpriority revolving credit facility.

(b) Interim Availability: $80,000,000, available upon entry of this Interim Order and satisfaction of the conditions precedent set forth in Paragraph 18 hereof. The remaining $95,000,000 of the DIP Facility shall become available upon entry of the Final Order.

(c) Interest Rate: SOFR plus 850 basis points per annum, calculated on the basis of a 360-day year for the actual number of days elapsed.

(d) SOFR Floor: 4.00%, resulting in a minimum all-in interest rate of 12.50% per annum.

(e) Default Rate: Upon the occurrence and during the continuance of an Event of Default, interest shall accrue at an additional 200 basis points above the otherwise applicable rate (i.e., SOFR plus 1,050 basis points per annum), which default interest shall be payable upon demand.

(f) Closing Fee: 2.00% of total commitments, equal to $3,500,000, which fee shall be fully earned upon entry of this Interim Order and shall be payable from the initial proceeds of the DIP Facility. The Closing Fee is non-refundable and shall not be subject to disgorgement.

(g) Unused Line Fee: 0.50% per annum on the average daily undrawn portion of the DIP Facility commitments, payable monthly in arrears.

(h) Exit Fee: 1.00% of aggregate commitments, equal to $1,750,000, payable upon the earlier of maturity, termination, or acceleration of the DIP Facility.

(i) Maturity Date: The DIP Facility shall mature on the earliest to occur of: (i) May 15, 2026 (twelve months from the Petition Date); (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 pursuant to Section 363 of the Bankruptcy Code; or (iv) the date of acceleration of the DIP Obligations following the occurrence of an Event of Default (the earliest such date, the "Maturity Date").

2.2. All interest, fees, costs, expenses, indemnities, and other amounts owing under the DIP Credit Agreement and the DIP Loan Documents (collectively, the "DIP Obligations") shall be secured by the DIP Liens (as defined in Paragraph 4 hereof) and shall be entitled to superpriority administrative expense status as set forth in Paragraph 3 hereof.

PARAGRAPH 3. SUPERPRIORITY ADMINISTRATIVE EXPENSE CLAIMS

3.1. Pursuant to Section 364(c)(1) of the Bankruptcy Code, all DIP Obligations shall constitute allowed superpriority administrative expense claims against the Debtor and its estate (the "DIP Superpriority Claims"), with priority in payment over any and all administrative expense claims, unsecured claims, and all other claims against the Debtor or its estate, of any kind or nature whatsoever, whether now existing or hereafter arising, including, without limitation, administrative expense claims of the kinds specified in or ordered pursuant to Sections 105, 326, 328, 330, 331, 365, 503(a), 503(b), 506(c), 507(a), 507(b), 726, 1113, and 1114 of the Bankruptcy Code.

3.2. The DIP Superpriority Claims shall at all times be junior only to the Carve-Out (as defined in Paragraph 11 hereof). The DIP Superpriority Claims shall have priority over any superpriority administrative expense claims granted to the Pre-Petition Secured Parties as adequate protection under this Interim Order (the "Adequate Protection Superpriority Claims"), as well as over any other administrative expense or priority claims against the Debtor's estate. No costs or charges shall be imposed against the DIP Agent, the DIP Lenders, the Collateral Agent, or the DIP Collateral pursuant to Section 506(c) of the Bankruptcy Code without the prior written consent of the DIP Agent and the affected DIP Lender or Lenders.

PARAGRAPH 4. DIP LIENS

4.1. Section 364(c)(2) and (c)(3) Liens. Pursuant to Sections 364(c)(2) and 364(c)(3) of the Bankruptcy Code, effective immediately upon entry of this Interim Order, the DIP Agent (on behalf of the DIP Lenders) and the Collateral Agent are hereby granted continuing, valid, binding, enforceable, non-avoidable, and automatically perfected security interests in and liens upon all assets and property of the Debtor and its estate that are not subject to valid, perfected, and non-avoidable liens as of the Petition Date (collectively, the "Unencumbered Collateral"), including, without limitation:

(a) all cash, deposit accounts, securities accounts, and other investment property not otherwise subject to a valid prepetition lien;

(b) all causes of action arising under Chapter 5 of the Bankruptcy Code, including avoidance actions under Sections 544, 545, 547, 548, 549, 550, and 553 of the Bankruptcy Code and the proceeds thereof; provided, however, that the grant of liens on avoidance actions and their proceeds shall be subject to entry of the Final Order and shall not be effective until such time;

(d) all proceeds, products, offspring, rents, and profits of any and all of the foregoing.

4.2. Section 364(d)(1) Priming Liens. Pursuant to Section 364(d)(1) of the Bankruptcy Code, effective immediately upon entry of this Interim Order, the DIP Agent (on behalf of the DIP Lenders) and the Collateral Agent are hereby granted continuing, valid, binding, enforceable, non-avoidable, and automatically perfected first-priority priming security interests in and liens upon all assets and property of the Debtor and its estate that are subject to the Pre-Petition Liens (the "Encumbered Collateral" and, together with the Unencumbered Collateral, the "DIP Collateral"), including, without limitation:

(a) all accounts receivable, payment intangibles, and other receivables;

(b) all inventory, raw materials, work-in-process, and finished goods;

(d) all general intangibles, contract rights, permits, licenses, and goodwill;

(e) all real property interests, including the manufacturing facilities located at: (i) 1400 Prairie Ridge Drive, Cedar Falls, Iowa 50613; (ii) 2200 Industrial Boulevard, Decatur, Illinois 62526; and (iii) 815 County Road 740, Jonesboro, Arkansas 72404; and the research and development farm located at 4500 University Boulevard, Ames, Iowa 50011;

(f) all intellectual property, including patents, patent applications, trademarks, trademark applications, trade names, service marks, copyrights, copyright registrations, trade secrets, proprietary technology, formulas, processes, and know-how;

(g) all books, records, ledger cards, files, correspondence, customer lists, data, and other business records;

(h) all deposit accounts, securities accounts, and other investment property; and

(i) all proceeds, products, offspring, rents, and profits of any and all of the foregoing.

The priming liens granted pursuant to this Paragraph 4.2 (together with the liens granted under Paragraph 4.1, the "DIP Liens") shall be senior to and prime all Pre-Petition Liens and all Adequate Protection Liens granted pursuant to Paragraph 9 of this Interim Order.

4.3. Automatic Perfection. The DIP Liens shall be deemed perfected immediately upon entry of this Interim Order without the necessity of any further action by the Debtor, the DIP Agent, the DIP Lenders, or the Collateral Agent, including, without limitation, (a) the filing of any UCC financing statements, continuation statements, or amendments thereto under the Uniform Commercial Code or any similar filing or recording under applicable state law, (b) the recording of any mortgage, deed of trust, or similar instrument in any real property records, (c) the taking of possession or control of any DIP Collateral, or (d) any other act of perfection that might otherwise be required under federal, state, or foreign law; provided, however, that the Debtor, the DIP Agent, and the Collateral Agent may make or cause to be made any such filings, recordings, or acts as they may deem necessary or appropriate in their discretion, and all filing officers, recording offices, and other officials are directed to accept and record any such filings, recordings, or instruments without the payment of any fee or tax.

4.4. Collateral Agent. Meridian Trust Company shall serve as the Collateral Agent for the DIP Facility and shall hold the DIP Liens for the benefit of the DIP Agent and the DIP Lenders, in each case pursuant to and in accordance with the terms of the DIP Credit Agreement and the DIP Loan Documents.

4.5. Priority of DIP Liens. The DIP Liens shall constitute first-priority liens on the DIP Collateral, senior to: (a) all Pre-Petition Liens; (b) all Adequate Protection Liens; (c) all liens and security interests in favor of any party other than the DIP Agent, the DIP Lenders, and the Collateral Agent; and (d) all liens that may arise after the Petition Date, including any liens granted in connection with adequate protection or any other order of this Court, except as otherwise expressly provided in this Interim Order with respect to the Carve-Out.

PARAGRAPH 5. USE OF DIP PROCEEDS AND CASH COLLATERAL

5.1. The Debtor is hereby authorized, pursuant to Sections 363(c) and 364 of the Bankruptcy Code, to use the proceeds of the DIP Facility and cash collateral (as defined in Section 363(a) of the Bankruptcy Code) solely in accordance with the DIP Budget (as defined herein and attached hereto as Exhibit A) and the terms of the DIP Credit Agreement, subject to the permitted variances set forth in Paragraph 6 hereof. For the avoidance of doubt, "cash collateral" includes all cash and cash equivalents in which the Pre-Petition Secured Parties hold a security interest or lien.

5.2. The proceeds of the DIP Facility shall be used solely for the following purposes:

(a) working capital and general corporate purposes of the Debtor in the ordinary course of business, including the payment of wages, salaries, and employee benefits; the purchase of raw materials, supplies, and services; the payment of utilities, insurance premiums, rent, and other occupancy costs; and the payment of taxes and other governmental charges;

(b) the payment of restructuring professional fees, including the fees and expenses of counsel, financial advisors, investment bankers, and other professionals retained by the Debtor and any official committee of unsecured creditors, in each case subject to allowance by the Court;

(d) permitted capital expenditures, as set forth in the DIP Budget and the DIP Credit Agreement;

(e) the payment of the Closing Fee of $3,500,000 to the DIP Agent for the account of the DIP Lenders;

(f) the payment of all other fees, costs, expenses, and indemnities payable under the DIP Credit Agreement and this Interim Order; and

(g) such other purposes as are authorized by the DIP Credit Agreement and this Interim Order.

5.3. Notwithstanding anything herein to the contrary, the Debtor shall not use any proceeds of the DIP Facility, any cash collateral, or any other amounts to investigate, challenge, contest, object to, or commence or prosecute any claims, counterclaims, causes of action, or defenses against the DIP Agent, the DIP Lenders, the Collateral Agent, or the Pre-Petition Secured Parties with respect to the validity, enforceability, priority, or amount of the DIP Obligations, the DIP Liens, the Pre-Petition Secured Obligations, or the Pre-Petition Liens, except to the extent funded by the Carve-Out in the limited circumstances set forth in Paragraph 15 hereof.

PARAGRAPH 6. DIP BUDGET AND VARIANCE COVENANT

6.1. The 13-Week DIP Budget (the "DIP Budget") covering the period from May 15, 2025 through August 13, 2025, prepared by Calderwood & Harkness LLP in coordination with Claridge Advisory Group LLC, is approved on an interim basis in the form attached hereto as Exhibit A. A summary of the DIP Budget is set forth below:

All figures in thousands of dollars ($000s). Reconciliation: $11,800 + $80,000 − $35,050 = $56,750 ending cash. Ending cash of $56,750 exceeds the minimum liquidity covenant of $15,000 at all times during the interim period.

6.2. Budget Variance Covenant. Actual aggregate disbursements (including operating disbursements, restructuring professional fees, debt service and adequate protection payments, and capital expenditures) shall not exceed budgeted aggregate disbursements by more than fifteen percent (15%) on a rolling four-week basis, tested weekly as of the last day of each calendar week (each such test, a "Variance Test"). For the purpose of the Variance Test, budgeted aggregate disbursements shall be measured against the corresponding four-week period in the DIP Budget. A breach of the Budget Variance Covenant shall constitute an Event of Default under the DIP Credit Agreement.

6.3. The DIP Budget may be extended in four-week increments beyond the initial 13-week period, subject to the approval of the DIP Agent and the Required DIP Lenders (as defined in the DIP Credit Agreement). Any extended DIP Budget shall be filed with the Court and served upon the parties entitled to notice under Paragraph 22 hereof.

PARAGRAPH 7. FINANCIAL COVENANTS

7.1. The Debtor shall comply with the following financial covenants at all times during the term of the DIP Facility:

(a) Minimum Liquidity. The Debtor shall maintain Liquidity (defined as the sum of (i) unrestricted cash and cash equivalents on hand and (ii) availability under the DIP Facility, net of any minimum borrowing base or reserve requirements) of not less than $15,000,000 at all times. Liquidity shall be measured daily and reported to the DIP Agent weekly as part of the weekly variance reports required under Paragraph 19 hereof.

(b) Maximum Cumulative Variance to Budget. As more fully set forth in Paragraph 6.2 hereof, actual aggregate disbursements shall not exceed budgeted aggregate disbursements by more than fifteen percent (15%) on a rolling four-week basis, tested weekly.

(c) Minimum EBITDA. The Debtor's EBITDA (as defined in the DIP Credit Agreement, calculated on a basis consistent with the Debtor's historical financial reporting) shall not be less than negative $5,000,000 for any rolling four-week period, tested at the end of each calendar week. For the avoidance of doubt, EBITDA for purposes of this covenant shall exclude restructuring professional fees, adequate protection payments, and other non-recurring charges identified in the DIP Budget.

7.2. A breach of any financial covenant set forth in this Paragraph 7 shall constitute an Event of Default under the DIP Credit Agreement, and the DIP Agent may exercise all rights and remedies available under the DIP Credit Agreement, the DIP Loan Documents, and this Interim Order, subject to the Remedies Notice Period set forth in Paragraph 12 hereof.

PARAGRAPH 8. MILESTONES

8.1. The Debtor shall comply with the following case milestones (each, a "Milestone"):

(a) Entry of Interim DIP Order: The Interim Order shall be entered within five (5) business days of the Petition Date, i.e., by May 22, 2025. This Milestone is satisfied by entry of this Interim Order.

(b) Entry of Final DIP Order: The Final Order shall be entered within thirty-five (35) days of the Petition Date, i.e., by June 19, 2025.

(c) Filing of a Plan of Reorganization or Section 363 Sale Motion: The Debtor shall file either a plan of reorganization or a motion to sell substantially all of the Debtor's assets pursuant to Section 363 of the Bankruptcy Code within one hundred fifty (150) days of the Petition Date, i.e., by October 12, 2025.

(d) Confirmation of Plan or Closing of Section 363 Sale: The Debtor shall obtain entry of an order confirming a plan of reorganization or an order approving and authorizing a sale of substantially all assets pursuant to Section 363 of the Bankruptcy Code, and such plan shall become effective or such sale shall be consummated, within two hundred seventy (270) days of the Petition Date, i.e., by February 8, 2026.

8.2. The failure of the Debtor to satisfy 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 DIP Lenders (as defined in the DIP Credit Agreement). Nothing in this Interim Order shall be construed to limit the Debtor's right to seek an extension of any Milestone from the Court upon appropriate motion and notice.

PARAGRAPH 9. ADEQUATE PROTECTION FOR PRE-PETITION SECURED PARTIES

As adequate protection for the diminution, if any, in the value of the Pre-Petition Secured Parties' interests in the DIP Collateral (including any diminution resulting from the Debtor's use, sale, or lease of such collateral, the priming of the Pre-Petition Liens by the DIP Liens, and the imposition of the automatic stay pursuant to Section 362 of the Bankruptcy Code), the Pre-Petition Secured Parties are granted the following adequate protection:

9(a). Replacement Liens. 9(a)(i). Prairie State Bank, N.A., as Pre-Petition Secured Agent, on behalf of and for the benefit of the Pre-Petition Secured Lenders, is hereby granted valid, binding, enforceable, non-avoidable, and automatically perfected replacement liens and security interests (the "Adequate Protection Liens") on all DIP Collateral, to the same extent and with the same validity as the Pre-Petition Liens held by the Pre-Petition Secured Parties as of the Petition Date.

9(a)(ii). The Adequate Protection Liens shall be:

(a) junior and subordinate to the DIP Liens in all respects;

(b) junior and subordinate to the Carve-Out;

(c) senior to all other liens, claims, encumbrances, and interests of any kind, whether now existing or hereafter arising, including any liens or interests granted or arising under any order of this Court (other than the DIP Liens and the Carve-Out); and

(d) subject to the terms of any applicable intercreditor agreement between the Pre-Petition First Lien Agent and the Pre-Petition ABL Agent.

9(a)(iii). The Adequate Protection Liens shall secure (a) the Pre-Petition First Lien Obligations in the aggregate outstanding principal amount of $310,000,000, and (b) the Pre-Petition ABL Obligations in the aggregate outstanding amount of $52,300,000 (representing $72,300,000 drawn on the ABL Revolver as of the Petition Date, less the $20,000,000 rolled up into the DIP Facility pursuant to Paragraph 10 hereof), together with all accrued and unpaid interest, fees, costs, and expenses thereon.

9(a)(iv). The Adequate Protection Liens shall be perfected upon entry of this Interim Order without the necessity of any further action, including the filing of UCC financing statements or other perfection documents, although the Pre-Petition Secured Agent may make such filings as it deems appropriate.

9(b). Section 507(b) Superpriority Claims. The Pre-Petition Secured Parties are hereby granted an allowed superpriority administrative expense claim pursuant to Section 507(b) of the Bankruptcy Code (the "Adequate Protection Superpriority Claim"), to the extent that the adequate protection provided by the Adequate Protection Liens, the current-pay interest provisions, and the other adequate protection measures set forth herein prove to be insufficient to compensate the Pre-Petition Secured Parties for any diminution in the value of their interests in the DIP Collateral during the pendency of this Chapter 11 Case. The Adequate Protection Superpriority Claim shall be:

(a) junior and subordinate to the DIP Superpriority Claims in all respects;

(b) junior and subordinate to the Carve-Out; and

(c) senior to all other administrative expense claims of any kind, whether now existing or hereafter arising, including administrative expense claims arising under Sections 503(b), 507(a), 726, 1113, or 1114 of the Bankruptcy Code.

9(c). Current-Pay Interest. The Debtor shall pay to the Pre-Petition Secured Agent, for the account of the Pre-Petition Secured Lenders, current-pay interest on the Pre-Petition Secured Obligations at the applicable non-default contract rate, as follows:

(a) First Lien Term Loan: Interest at a rate per annum equal to SOFR plus 450 basis points on the outstanding principal balance of $310,000,000, payable monthly in arrears on the first business day of each calendar month, commencing on the first business day of July 2025.

(b) ABL Revolver: Interest at a rate per annum equal to SOFR plus 275 basis points on the outstanding principal balance of the remaining Pre-Petition ABL Obligations (approximately $52,300,000, after giving effect to the Roll-Up), payable monthly in arrears on the first business day of each calendar month, commencing on the first business day of July 2025.

All adequate protection interest payments shall be reflected in the DIP Budget and shall constitute a permitted use of DIP proceeds and cash collateral. The payment of current-pay interest hereunder shall not constitute a reduction of the Pre-Petition Secured Obligations for purposes of any claim allowance proceeding.

9(d). Monthly Reporting. The Debtor shall provide the Pre-Petition Secured Agent with monthly financial reporting packages, which shall include, at a minimum: (i) variance reports comparing actual results to the DIP Budget for the applicable reporting period; (ii) unaudited financial statements, including balance sheet, income statement, and cash flow statement; (iii) a narrative discussion of any material variances from the DIP Budget; and (iv) such other reports, financial information, and data as may be reasonably required by the Pre-Petition Secured Agent or as may be required under the terms of the DIP Credit Agreement. Such reports shall be delivered within fifteen (15) calendar days following the end of each calendar month.

9(e). Adequate Protection Stipulation. The terms of the Adequate Protection Stipulation entered into between the Debtor and Prairie State Bank, N.A., as Pre-Petition Secured Agent, dated as of May 20, 2025, are incorporated herein by reference and are hereby approved. To the extent of any conflict between the Adequate Protection Stipulation and the terms of this Interim Order, the terms of this Interim Order shall control.

PARAGRAPH 10. ROLL-UP OF PRE-PETITION ABL OBLIGATIONS

10.1. Upon entry of this Interim Order, $20,000,000 of Pre-Petition ABL Obligations shall be deemed DIP Obligations and shall be entitled to all DIP Liens, DIP Superpriority Claims, and all other protections, rights, and benefits afforded to DIP Obligations under this Interim Order and the DIP Credit Agreement, including, without limitation, the right to receive payments of principal, interest, fees, costs, expenses, and indemnities on the same basis as all other DIP Obligations.

10.2. After giving effect to the Roll-Up authorized by this Paragraph 10, the remaining Pre-Petition ABL Obligations shall be approximately $52,300,000, which obligations shall continue to be secured by the Pre-Petition Liens and the Adequate Protection Liens, and shall be entitled to the Adequate Protection Superpriority Claims, in each case as set forth in Paragraph 9 hereof.

10.3. The Roll-Up is approved on an interim basis and shall be subject to further review at the Final Hearing. The Court retains jurisdiction to revisit or modify the Roll-Up upon motion by any party in interest.

PARAGRAPH 11. CARVE-OUT

11.1. Notwithstanding anything in this Interim Order, the DIP Credit Agreement, or the DIP Loan Documents to the contrary, the DIP Liens, the DIP Superpriority Claims, the Adequate Protection Liens, and the Adequate Protection Superpriority Claims shall in all cases be subject and subordinate to a carve-out (the "Carve-Out") for the payment of the following amounts:

(a) Pre-Trigger Date Fees. All accrued but unpaid fees, costs, and expenses of professionals retained by the Debtor or any official committee of unsecured creditors pursuant to Sections 327, 328, or 1103 of the Bankruptcy Code (the "Estate Professionals"), incurred prior to the delivery of a Carve-Out Trigger Notice (as defined below), without cap, to the extent such fees, costs, and expenses are allowed by the Court.

(b) Post-Trigger Date Professional Fees. An aggregate amount not to exceed $2,500,000 for fees, costs, and expenses of Estate Professionals incurred after delivery of a Carve-Out Trigger Notice, to the extent such fees, costs, and expenses are allowed by the Court.

(c) U.S. Trustee Fees. An aggregate amount not to exceed $500,000 for fees payable to the U.S. Trustee pursuant to 28 U.S.C. § 1930 and any interest thereon.

11.2. The total post-trigger Carve-Out shall not exceed $3,000,000 in the aggregate (consisting of $2,500,000 for Estate Professional fees plus $500,000 for U.S. Trustee fees).

11.3. "Carve-Out Trigger Notice" means a written notice delivered by the DIP Agent to the Debtor, counsel to the Debtor (Calderwood & Harkness LLP), and the U.S. Trustee, following the occurrence and during the continuance of an Event of Default under the DIP Credit Agreement, declaring that the Carve-Out Trigger Date has occurred. The date on which such notice is delivered shall be the "Carve-Out Trigger Date."

11.4. The Carve-Out shall not be used, directly or indirectly, to fund the investigation, commencement, or prosecution of any claims, counterclaims, causes of action, objections, or defenses against the DIP Agent, the DIP Lenders, the Collateral Agent, or the Pre-Petition Secured Parties with respect to the validity, enforceability, priority, extent, or amount of the DIP Obligations, the DIP Liens, the Pre-Petition Secured Obligations, or the Pre-Petition Liens, except as expressly provided in Paragraph 15 hereof.

11.5. The Debtor shall at all times maintain a segregated account (the "Professional Fee Escrow Account") with sufficient funds to pay all accrued and unbilled fees and expenses of Estate Professionals, subject to allowance by the Court. The DIP Agent shall have a first-priority lien on the Professional Fee Escrow Account, subject to the Carve-Out.

PARAGRAPH 12. MODIFICATION OF AUTOMATIC STAY

12.1. The automatic stay imposed by Section 362(a) of the Bankruptcy Code is hereby modified, to the extent necessary, to permit the following:

(a) Upon the occurrence and during the continuance of an Event of Default under the DIP Credit Agreement, and following the delivery of five (5) business days' written notice (the "Remedies Notice Period") to the Debtor, counsel to the Debtor (Calderwood & Harkness LLP), and the U.S. Trustee, the DIP Agent, the DIP Lenders, and the Collateral Agent shall be entitled to exercise any and all rights and remedies available under the DIP Loan Documents, this Interim Order, and applicable law, including, without limitation, the right to terminate commitments, declare all DIP Obligations immediately due and payable, cease making any further extensions of credit, set off amounts in deposit accounts, foreclose on the DIP Collateral, and take any other actions to enforce the DIP Liens and collect the DIP Obligations. During the Remedies Notice Period, the Debtor may seek an emergency hearing before this Court to contest the exercise of such remedies.

(b) The filing and recording of UCC financing statements, mortgages, deeds of trust, fixture filings, and other documents and instruments necessary or desirable to perfect or evidence the DIP Liens, the Adequate Protection Liens, or any other liens or security interests authorized by this Interim Order.

(c) The making of all payments of principal, interest, fees, costs, expenses, and other amounts required or permitted to be made under the DIP Credit Agreement and this Interim Order.

12.2. Except as expressly provided in this Paragraph 12, the automatic stay shall remain in full force and effect with respect to all other parties and all other matters in this Chapter 11 Case.

PARAGRAPH 13. EVENTS OF DEFAULT

13.1. Events of Default under the DIP Credit Agreement include, without limitation, the following:

(a) Failure by the Debtor to pay any principal, interest, fee, or other amount when due under the DIP Credit Agreement or any DIP Loan Document, whether at maturity, by acceleration, or otherwise.

(b) Breach by the Debtor of any financial covenant set forth in Paragraph 7 hereof, including the Minimum Liquidity covenant, the Budget Variance Covenant, or the Minimum EBITDA covenant.

(c) Failure by the Debtor to comply with any Milestone set forth in Paragraph 8 hereof within the time periods specified therein.

(d) Conversion of this Chapter 11 Case to a case under Chapter 7 of the Bankruptcy Code.

(e) Appointment of a trustee under Section 1104 of the Bankruptcy Code or an examiner with expanded powers beyond those set forth in Section 1106(a)(3) and (4) of the Bankruptcy Code.

(f) Dismissal of this Chapter 11 Case.

(g) Entry of an order by this Court or any other court of competent jurisdiction granting relief from the automatic stay imposed by Section 362(a) of the Bankruptcy Code with respect to any asset or assets of the Debtor's estate having a value in excess of $5,000,000 in the aggregate.

(h) The filing by the Debtor, any official committee, or any other party in interest of any motion, complaint, application, adversary proceeding, or other pleading seeking to avoid, disallow, subordinate, recharacterize, or otherwise challenge the DIP Liens, the DIP Obligations, or any of the rights or remedies of the DIP Agent, the DIP Lenders, or the Collateral Agent under the DIP Loan Documents or this Interim Order.

(i) Any representation or warranty made by the Debtor in the DIP Credit Agreement, any DIP Loan Document, or any certificate or report delivered pursuant thereto that proves to have been materially false or misleading when made or deemed made.

(j) Failure by the Debtor to maintain in full force and effect all insurance policies required under the DIP Credit Agreement, including, without limitation, the directors' and officers' liability insurance policy issued by Stonebridge Insurance Group Ltd., Policy No. SIG-DO-2024-07821, with an aggregate limit of $15,000,000, and all property, casualty, general liability, and other insurance policies covering the Debtor's assets and operations.

(k) Any material breach by the Debtor of any representation, warranty, covenant, or agreement contained in the DIP Credit Agreement or any DIP Loan Document that is not otherwise specifically addressed in this Paragraph 13.

13.2. Upon the occurrence of an Event of Default, the DIP Agent may, in its discretion, deliver written notice thereof (the "Default Notice") to the Debtor, counsel to the Debtor, and the U.S. Trustee. Following delivery of the Default Notice and the expiration of the Remedies Notice Period of five (5) business days (during which the Debtor may seek a cure or an emergency hearing before this Court), the DIP Agent shall be entitled to: (a) terminate all remaining commitments under the DIP Facility; (b) declare all DIP Obligations immediately due and payable; (c) exercise all remedies under the DIP Loan Documents and applicable law, including the remedies described in Paragraph 12 hereof; and (d) take any other action permitted under the DIP Loan Documents, this Interim Order, or applicable law.

13.3. Nothing in this Paragraph 13 shall limit the right of the Debtor or any other party in interest to contest the occurrence of an Event of Default before this Court during the Remedies Notice Period.

PARAGRAPH 14. WAIVER AND MODIFICATION OF PROVISIONS

14.1. No waiver, modification, or amendment of this Interim Order or any provision of the DIP Credit Agreement or the DIP Loan Documents shall be effective unless approved by this Court, after notice to all parties entitled to receive notice under this Interim Order and an opportunity to be heard.

14.2. The Debtor shall not, without the prior written consent of the DIP Agent and the Required DIP Lenders (defined in the DIP Credit Agreement as DIP Lenders holding not less than 66⅔% of the aggregate outstanding DIP Obligations), seek to: (a) prime the DIP Liens or grant any liens senior to or pari passu with the DIP Liens (other than the Carve-Out); (b) grant any superpriority administrative expense claims senior to or pari passu with the DIP Superpriority Claims (other than the Carve-Out); or (c) modify, amend, or supplement the DIP Budget in any manner adverse to the interests of the DIP Lenders.

PARAGRAPH 15. LIMITATIONS ON USE OF PROCEEDS — INVESTIGATION BUDGET

15.1. No proceeds of the DIP Facility, no cash collateral, and no amounts constituting the Carve-Out shall be used by the Debtor, any official committee of unsecured creditors, or any other party in interest to investigate, commence, or prosecute any claims, counterclaims, causes of action, objections, or defenses against the DIP Agent, the DIP Lenders, the Collateral Agent, or the Pre-Petition Secured Parties, or to challenge the validity, enforceability, priority, extent, or amount of the DIP Obligations, the DIP Liens, the Pre-Petition Secured Obligations, or the Pre-Petition Liens, except as expressly provided in this Paragraph 15.

15.2. Notwithstanding the foregoing, an official committee of unsecured creditors, once appointed in this Chapter 11 Case (which the Debtor expects will be represented by Archer Grayson & Cole LLP, Franklin Desmond, Partner), shall be permitted to use up to $50,000 of the Carve-Out (the "Investigation Budget") to investigate the validity, priority, enforceability, extent, and perfection of the Pre-Petition Secured Obligations and the Pre-Petition Liens, as well as the DIP Liens, during a period of sixty (60) days following the appointment of such committee (the "Investigation Period"). Upon the expiration of the Investigation Period, any challenge to the Pre-Petition Secured Obligations, the Pre-Petition Liens, or the DIP Liens that has not been commenced by the filing of a motion, complaint, or adversary proceeding shall be forever barred and waived.

15.3. Nothing in this Paragraph 15 shall be construed to limit or impair the standing of any party in interest to raise objections to the DIP Motion at the Final Hearing.

PARAGRAPH 16. BINDING EFFECT; SUCCESSORS

16.1. This Interim Order shall be binding upon and inure to the benefit of the Debtor, its estate, all creditors of the Debtor, all parties in interest in this Chapter 11 Case, and any trustee, examiner, responsible officer, or other fiduciary appointed in this Chapter 11 Case or in any successor case, whether under Chapter 7 or Chapter 11 of the Bankruptcy Code.

16.2. The provisions of this Interim Order, including, without limitation, the DIP Liens, the DIP Superpriority Claims, the Adequate Protection Liens, the Adequate Protection Superpriority Claims, and the other protections granted herein, shall survive the conversion of this Chapter 11 Case to a case under Chapter 7 of the Bankruptcy Code and shall continue to be binding upon and enforceable against the Debtor, its estate, any Chapter 7 trustee, and all creditors and parties in interest in any such converted case. In the event of a conversion, all DIP Obligations shall be immediately due and payable, and the DIP Agent and DIP Lenders shall be entitled to exercise all rights and remedies available under the DIP Loan Documents, this Interim Order, and applicable law.

16.3. The DIP Liens and the DIP Superpriority Claims shall not be subject to subordination (whether equitable, contractual, or otherwise), recharacterization, avoidance, reduction, or disallowance under any provision of the Bankruptcy Code or any applicable federal, state, or foreign law, including, without limitation, Sections 105, 510, 544, 547, 548, 549, 550, or 552 of the Bankruptcy Code.

16.4. If any or all of the provisions of this Interim Order are hereafter reversed, modified, vacated, or stayed, such reversal, modification, vacation, or stay shall not affect: (a) the validity, enforceability, or priority of any DIP Obligation incurred prior to the effective date of such reversal, modification, vacation, or stay; or (b) the validity, enforceability, or priority of any DIP Lien granted prior to the effective date of such reversal, modification, vacation, or stay. Notwithstanding any such reversal, modification, vacation, or stay, any DIP Obligation incurred and any DIP Lien granted prior to the effective date thereof shall be governed in all respects by the original provisions of this Interim Order, and the DIP Agent, the DIP Lenders, and the Collateral Agent shall be entitled to all of the rights, remedies, privileges, and benefits granted herein and in the DIP Loan Documents with respect thereto.

PARAGRAPH 17. GOOD FAITH UNDER SECTION 364(e)

17.1. The Court finds that the DIP Agent, each DIP Lender, and the Collateral Agent have acted in good faith in connection with the negotiation, documentation, and implementation of the DIP Facility, the DIP Credit Agreement, and the DIP Loan Documents, and that the extension of credit by the DIP Lenders pursuant to the DIP Facility has been in good faith within the meaning of Section 364(e) of the Bankruptcy Code.

17.2. Accordingly, the DIP Obligations, the DIP Liens, the DIP Superpriority Claims, and all other rights and protections granted to the DIP Agent, the DIP Lenders, and the Collateral Agent under this Interim Order and the DIP Loan Documents are entitled to the full protections of Section 364(e) of the Bankruptcy Code, and shall not be affected by any reversal or modification of this Interim Order on appeal or otherwise.

17.3. The terms and conditions of the DIP Facility are fair and reasonable, reflect the exercise of prudent business judgment by the Debtor and the DIP Lenders, and were negotiated at arm's length and in good faith. No DIP Lender is an "insider" of the Debtor as that term is defined in Section 101(31) of the Bankruptcy Code.

PARAGRAPH 18. CONDITIONS PRECEDENT TO INTERIM DRAW

18.1. The obligation of the DIP Lenders to fund the Interim Draw Amount of $80,000,000 under the DIP Facility is subject to the prior satisfaction (or written waiver by the DIP Agent) of each of the following conditions precedent:

(a) Entry of this Interim Order in form and substance satisfactory to the DIP Agent and the Required DIP Lenders.

(b) Execution and delivery by the Debtor of the DIP Credit Agreement and each of the other DIP Loan Documents, in each case in form and substance satisfactory to the DIP Agent.

(c) Delivery by the Debtor of an Officer's Certificate, executed by Derek Calloway, Chief Executive Officer, and Patricia Langford, Chief Financial Officer, certifying: (i) the accuracy of all representations and warranties in the DIP Credit Agreement; (ii) the absence of any Event of Default; (iii) the due authorization, execution, and delivery of the DIP Loan Documents by the Debtor; and (iv) such other matters as the DIP Agent may reasonably require.

(d) Delivery by the Debtor of a Solvency Certificate, executed by Patricia Langford, Chief Financial Officer, certifying that, after giving effect to the DIP Facility and the initial draw thereunder, the Debtor is solvent on a post-DIP-funding, limited basis (i.e., that the fair value and fair saleable value of the Debtor's assets exceed its stated liabilities and identified contingent liabilities).

(e) Delivery by the Debtor of a Perfection Certificate, identifying, among other things: (i) the Debtor's organizational status as an Iowa limited liability company (EIN 42-8837291); (ii) the locations of all DIP Collateral, including the manufacturing facilities in Cedar Falls, Iowa; Decatur, Illinois; and Jonesboro, Arkansas; the research and development farm in Ames, Iowa; and the fourteen regional distribution centers; (iii) all deposit accounts maintained by the Debtor; and (iv) all registered intellectual property of the Debtor, including patents, trademarks, and copyrights.

(f) Delivery by the Debtor of a Borrowing Request in the amount of $80,000,000, duly executed and in the form required by the DIP Credit Agreement.

UNITED STATES BANKRUPTCY COURT FOR THE NORTHERN DISTRICT OF IOWA CEDAR RAPIDS DIVISION
INTERIM ORDER (I) AUTHORIZING THE DEBTOR TO OBTAIN SENIOR SECURED SUPERPRIORITY POSTPETITION FINANCING PURSUANT TO 11 U.S.C. §§ 105, 361, 362, 363, 364(c)(1), 364(c)(2), 364(c)(3), 364(d)(1), AND 507, (II) GRANTING LIENS AND SUPERPRIORITY ADMINISTRATIVE EXPENSE CLAIMS, (III) AUTHORIZING THE USE OF CASH COLLATERAL, (IV) GRANTING ADEQUATE PROTECTION TO PRE-PETITION SECURED PARTIES, (V) MODIFYING THE AUTOMATIC STAY, AND (VI) SCHEDULING A FINAL HEARING
Upon 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" or "Greenfield"), together with the supporting declarations, exhibits, and memoranda of law filed in support thereof; and the Court having conducted an interim hearing (the "Interim Hearing") on May 22, 2025; and upon consideration of the record before the Court, including the DIP Motion, the declarations of Patricia Langford, Chief Financial Officer of the Debtor, and Nolan Ashworth, Managing Director of Claridge Advisory Group LLC, the DIP Credit Agreement and related loan documents, the 13-Week DIP Budget, the consent letter of Prairie State Bank, N.A., and all evidence, arguments, and representations made at the Interim Hearing; and the Court having considered the statements and proffers of counsel and having determined that the relief requested in the DIP Motion is in the best interests of the Debtor, its estate, its creditors, and all parties in interest; and due and sufficient notice of the Interim Hearing having been given under the circumstances; and it appearing that no other or further notice need be provided for the purposes of the interim relief granted herein; and the Court having found good and sufficient cause to grant the relief set forth herein; and after due deliberation and for the reasons stated on the record at the Interim Hearing;
IT IS HEREBY FOUND, DETERMINED, AND ORDERED AS FOLLOWS:
RECITALS
The following recitals are made based upon the record before the Court, the evidence and representations of counsel presented at the Interim Hearing, and the declarations and exhibits filed in support of the DIP Motion. Each of the following findings shall constitute a finding of fact to the extent it is factual in nature and a conclusion of law to the extent it is legal in nature, pursuant to Federal Rule of Bankruptcy Procedure 7052, as made applicable by Rule 9014.
A. Petition and Case Commencement
On May 15, 2025 (the "Petition Date"), Greenfield Agricultural Partners LLC, an Iowa limited liability company, EIN 42-8837291, with its principal place of business 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, 11 U.S.C. §§ 101–1532 (the "Bankruptcy Code"), thereby commencing the above-captioned Chapter 11 case (the "Chapter 11 Case"). The Debtor continues to operate its business and manage its property as debtor-in-possession pursuant to Sections 1107(a) and 1108 of the Bankruptcy Code. No trustee, examiner, or official committee of unsecured creditors has been appointed in this Chapter 11 Case as of the date of entry of this Interim Order. This Court has jurisdiction over this matter pursuant to 28 U.S.C. §§ 157 and 1334, and this is a core proceeding under 28 U.S.C. § 157(b)(2). Venue in this district is proper under 28 U.S.C. §§ 1408 and 1409.
B. The DIP Motion
On May 15, 2025, concurrently with the filing of the petition, the Debtor filed the DIP Motion, seeking entry of interim and final orders authorizing the Debtor to obtain postpetition financing pursuant to Sections 105, 361, 362, 363, 364, and 507 of the Bankruptcy Code. The DIP Motion was accompanied by the declaration of Patricia Langford, the Debtor's Chief Financial Officer, which set forth in detail the Debtor's prepetition capital structure, current financial condition, operational needs, and the circumstances giving rise to the need for postpetition financing, and the declaration of Nolan Ashworth, Managing Director of Claridge Advisory Group LLC (the "Financial Advisor"), which described the marketing process undertaken by the Debtor to obtain postpetition financing and the Financial Advisor's opinion that the proposed DIP Facility represents the best financing available to the Debtor under the present circumstances. The Debtor is represented in this Chapter 11 Case by Calderwood & Harkness LLP (Nathaniel Bower, Responsible Partner; Colette Whitman, Billing Partner; Gabrielle Moss, Lead Associate), with offices at 450 Park Avenue, New York, New York 10022 and 801 Grand Avenue, Suite 3300, Des Moines, Iowa 50309.
C. The DIP Facility
The DIP Motion seeks authority for the Debtor to enter into a Senior Secured Superpriority Debtor-in-Possession Credit Agreement (the "DIP Credit Agreement," attached hereto as Exhibit B and incorporated herein by reference), dated as of the date hereof, among:
(a) Greenfield Agricultural Partners LLC, as Borrower (the "Borrower");
(b) Ironclad Capital Partners LP, as Administrative Agent (the "DIP Agent"), having its principal office at 600 Lexington Avenue, 34th Floor, New York, New York 10022;
(c) Ironclad Capital Partners LP, Ridgeline Opportunity Fund III LP, and Bramblewood Credit Advisors LLC, as lenders (each a "DIP Lender" and collectively, the "DIP Lenders"); and
(d) Meridian Trust Company, as Collateral Agent (the "Collateral Agent"), having its principal office at 101 Park Avenue, 20th Floor, New York, New York 10178.
The DIP Facility contemplated by the DIP Credit Agreement is a $175,000,000 senior secured superpriority revolving credit facility (the "DIP Facility"), with commitments allocated among the DIP Lenders as follows:
The DIP Agent and DIP Lenders are represented in this matter by Harmon & Keach LLP (Richard Yeung, Partner), 51 West 52nd Street, New York, New York 10019.
D. Pre-Petition Indebtedness
The Court finds that, as of the Petition Date, the Debtor's prepetition funded indebtedness and capital structure included the following obligations:
(i) First Lien Term Loan. A first lien term loan in the aggregate outstanding principal amount of $310,000,000 (the "Pre-Petition First Lien Obligations"), with Prairie State Bank, N.A. serving as administrative agent (the "Pre-Petition First Lien Agent"), having its office at 500 Main Street, Suite 1200, Kansas City, Missouri 64105. The Pre-Petition First Lien Obligations bear interest at a rate equal to the Secured Overnight Financing Rate ("SOFR") plus 450 basis points per annum and mature in November 2026. The Pre-Petition First Lien Obligations are secured by a first-priority lien on substantially all assets of the Debtor, subject to the split-collateral arrangement described below.
(ii) ABL Revolver. An asset-based revolving credit facility with total commitments of $95,000,000, of which $72,300,000 was drawn and outstanding as of the Petition Date (the "Pre-Petition ABL Obligations"), with Prairie State Bank, N.A. serving as administrative agent (the "Pre-Petition ABL Agent," and together with the Pre-Petition First Lien Agent, in each capacity, the "Pre-Petition Secured Agent"), and with Hawthorn National Bank and Northland Savings Bank, F.S.B. as participating lenders. The Pre-Petition ABL Obligations bear interest at a rate equal to SOFR plus 275 basis points per annum and mature in May 2026. The Pre-Petition ABL Obligations are secured by a first-priority lien on the Debtor's accounts receivable and inventory pursuant to a split-collateral intercreditor arrangement, and by a second-priority lien on all other collateral securing the Pre-Petition First Lien Obligations.
(iii) Senior Unsecured Notes. Senior unsecured notes in the aggregate outstanding principal amount of $84,200,000 (the "Pre-Petition Unsecured Notes"), bearing interest at a fixed rate of 9.50% per annum, maturing in March 2027, with Meridian Trust Company serving as indenture trustee (the "Indenture Trustee").
(iv) Trade and Other Unsecured Claims. Trade payables and other general unsecured claims in an approximate aggregate amount of $22,700,000.
The total prepetition indebtedness of the Debtor, as of the Petition Date, was approximately $489,200,000. Collectively, Prairie State Bank, N.A. (in its capacity as agent under the First Lien Term Loan and the ABL Revolver) is referred to herein as the "Pre-Petition Secured Agent," and the lenders under the First Lien Term Loan and the ABL Revolver are referred to collectively as the "Pre-Petition Secured Lenders." The Pre-Petition Secured Agent and the Pre-Petition Secured Lenders are referred to collectively as the "Pre-Petition Secured Parties." The liens and security interests held by the Pre-Petition Secured Parties in the Debtor's assets are referred to herein as the "Pre-Petition Liens," and the obligations secured thereby are referred to as the "Pre-Petition Secured Obligations."
E. Need for DIP Financing
The Court finds that the Debtor has an immediate, critical need for postpetition financing. The Debtor's cash on hand as of the Petition Date was approximately $11,800,000, which is insufficient to fund the Debtor's ongoing operations, even on a short-term basis, without access to additional financing. The Debtor operates a complex agricultural products enterprise, including three manufacturing plants located in Cedar Falls, Iowa; Decatur, Illinois; and Jonesboro, Arkansas; fourteen regional distribution centers spanning the Midwest and southern United States; and a 640-acre research and development farm located at 4500 University Boulevard, Ames, Iowa. The Debtor employs approximately 2,300 persons across its operations.
The Debtor's business is highly seasonal in nature, with peak sales occurring during the second and third quarters of the calendar year, coinciding with the spring planting and application season and the summer growing season. The DIP Budget captures the tail of the spring application season and the full summer season, which is the most commercially significant period of the Debtor's fiscal year. Without immediate access to postpetition financing, the Debtor will be unable to pay its employees, purchase raw materials and supplies, maintain its manufacturing operations, service its distribution network, and otherwise fund the operational expenditures necessary to preserve and maximize the value of the estate for the benefit of all stakeholders. The consequences of failing to provide such financing would be severe, including potential shutdown of manufacturing operations, loss of critical customer relationships, spoilage of perishable inventory, and the erosion of enterprise value that would be detrimental to all creditors and parties in interest.
F. The Interim Hearing
An interim hearing on the DIP Motion (the "Interim Hearing") was held on May 22, 2025, after due and proper notice to all required parties, including, without limitation, the Office of the United States Trustee for Region 12 (the "U.S. Trustee"), the Pre-Petition Secured Agent (Prairie State Bank, N.A., attention: Thomas Whitaker, Senior Vice President, Loan Workout Group), the DIP Agent (Ironclad Capital Partners LP, attention: Kevin Pratt), and the twenty largest unsecured creditors of the Debtor as listed on the Debtor's verified list filed pursuant to Federal Rule of Bankruptcy Procedure 1007(d). Notice of the Interim Hearing was provided in accordance with Sections 102(1) and 364(c) and (d) of the Bankruptcy Code and Federal Rules of Bankruptcy Procedure 2002, 4001(b), 4001(c), and 4001(d). The following appearances were noted at the Interim Hearing: Calderwood & Harkness LLP for the Debtor; Harmon & Keach LLP for the DIP Agent and DIP Lenders; and counsel for Prairie State Bank, N.A., as Pre-Petition Secured Agent. The Court has reviewed the DIP Motion, the declarations of Patricia Langford and Nolan Ashworth, the DIP Credit Agreement, the proposed DIP Budget, and all other evidence and argument presented at or in connection with the Interim Hearing, and has considered the statements and proffers of counsel.
G. Consent of Pre-Petition Secured Agent
Prairie State Bank, N.A., as Pre-Petition Secured Agent on behalf of itself and the Pre-Petition Secured Lenders, has consented to the priming of its prepetition liens and security interests by the DIP Facility liens, subject to and conditioned upon the adequate protection provisions set forth in this Interim Order, as evidenced by the consent letter dated May 20, 2025, executed by Thomas Whitaker, Senior Vice President, Loan Workout Group, Prairie State Bank, N.A., which consent letter has been filed with the Court and is incorporated herein by reference. Such consent was given following arm's-length negotiations among the Debtor, the Pre-Petition Secured Agent, and the DIP Agent, and reflects the Pre-Petition Secured Agent's determination that the adequate protection measures provided herein are sufficient to protect the interests of the Pre-Petition Secured Parties.
H. Roll-Up of Pre-Petition ABL Obligations
The DIP Credit Agreement provides for the roll-up of $20,000,000 of Pre-Petition ABL Obligations into the DIP Facility (the "Roll-Up"), with the consent of each of the ABL Revolver lenders — Prairie State Bank, N.A., Hawthorn National Bank, and Northland Savings Bank, F.S.B. Upon entry of this Interim Order, $20,000,000 of Pre-Petition ABL Obligations shall be deemed DIP Obligations (as defined in the DIP Credit Agreement) and shall be entitled to all protections, including the DIP Liens and DIP Superpriority Claims, afforded to DIP Obligations under this Interim Order and the DIP Credit Agreement. After giving effect to the Roll-Up, the remaining Pre-Petition ABL Obligations shall be approximately $52,300,000. The Court finds that the Roll-Up is an integral component of the DIP Facility and was a material condition to the willingness of the DIP Lenders to provide the DIP Facility on the terms set forth herein.
I. Good Cause and Findings
Based upon the record before the Court, the Court makes the following findings:
(a) The Debtor has demonstrated good cause and an immediate, critical need for interim relief prior to a final hearing on the DIP Motion. The Debtor's available cash is insufficient to fund operations, and absent interim relief, the Debtor will suffer immediate and irreparable harm.
(b) The terms of the DIP Facility are fair and reasonable and represent the best financing available to the Debtor under the present circumstances, following a comprehensive marketing process as described in the declaration of Nolan Ashworth, which process included outreach to multiple potential lenders and consideration of alternative financing structures.
(c) The DIP Credit Agreement and the DIP Facility are the product of arm's-length, good-faith negotiations among the Debtor, the DIP Agent, the DIP Lenders, and the Pre-Petition Secured Agent. No DIP Lender is an "insider" of the Debtor as that term is defined in Section 101(31) of the Bankruptcy Code.
(d) The Debtor has been unable to obtain unsecured credit allowable under Section 503(b)(1) of the Bankruptcy Code as an administrative expense. The Debtor has been unable to obtain credit having priority over administrative expenses pursuant to Section 364(a) or Section 364(b) of the Bankruptcy Code. The Debtor has been unable to obtain credit secured solely by a lien on unencumbered property of the estate pursuant to Section 364(c)(2) of the Bankruptcy Code without also granting the DIP Lenders the liens and superpriority administrative expense claims authorized by this Interim Order.
(e) The Debtor has been unable to obtain credit with priority over administrative expenses or secured by a lien on unencumbered property without also granting priming liens pursuant to Section 364(d)(1) of the Bankruptcy Code. The DIP Lenders would not have agreed to provide the DIP Facility or extend credit to the Debtor absent the entry of this Interim Order and the granting of the protections set forth herein, including the DIP Liens, the DIP Superpriority Claims, the adequate protection provisions, the Roll-Up, the milestones, and the other terms and conditions contained herein.
(f) Sufficient notice of the Interim Hearing has been given under the circumstances, and no further notice is required for the entry of this Interim Order on an interim basis.
(g) The interests of the Pre-Petition Secured Parties in the DIP Collateral are adequately protected by the adequate protection package set forth in this Interim Order, including the Adequate Protection Liens, the Adequate Protection Superpriority Claims, and the current-pay interest provisions described herein.
ORDERING PROVISIONS
Based upon the foregoing findings and conclusions, and for good cause shown, IT IS HEREBY ORDERED, ADJUDGED, AND DECREED as follows:
PARAGRAPH 1. AUTHORIZATION OF DIP FACILITY
1.1. The DIP Motion is GRANTED on an interim basis, to the extent and in the manner set forth in this Interim Order, pending entry of the Final Order (as defined herein).
1.2. The Debtor is hereby authorized, pursuant to Sections 105, 361, 362, 363, 364(c)(1), 364(c)(2), 364(c)(3), 364(d)(1), and 507 of the Bankruptcy Code, to borrow up to $80,000,000 (the "Interim Draw Amount") under the DIP Credit Agreement on an interim basis, pending entry of a final order (the "Final Order") authorizing the Debtor to borrow the full $175,000,000 committed under the DIP Facility.
1.3. The Debtor is authorized to execute and deliver the DIP Credit Agreement and each of the following ancillary documents (collectively with the DIP Credit Agreement, the "DIP Loan Documents"):
(a) the DIP Promissory Notes in the following principal amounts: (i) Ironclad Capital Partners LP — $100,000,000; (ii) Ridgeline Opportunity Fund III LP — $50,000,000; and (iii) Bramblewood Credit Advisors LLC — $25,000,000;
(b) the DIP Security Agreement, granting a security interest in substantially all personal property of the Debtor;
(c) the DIP intellectual Property Security Agreement, granting a security interest in all intellectual property of the Debtor, including patents, trademarks, trade names, copyrights, and related rights;
(d) the DIP Pledge Agreement, pledging all membership interests, equity interests, and investment property of the Debtor;
(e) the Mortgages encumbering the Debtor's real property interests in the manufacturing facilities located in Cedar Falls, Iowa; Decatur, Illinois; and Jonesboro, Arkansas;
(f) the Perfection Certificate;
(g) UCC financing statements and other perfection documents; and
(h) all other agreements, instruments, certificates, and documents contemplated by or required under the DIP Credit Agreement.
1.4. All DIP Loan Documents shall constitute valid and binding obligations of the Debtor, enforceable against the Debtor and its estate in accordance with their respective terms, subject only to the provisions of this Interim Order and the Final Order to the extent the terms of this Interim Order or the Final Order are inconsistent therewith.
PARAGRAPH 2. DIP FACILITY TERMS — KEY ECONOMIC PROVISIONS
2.1. The following are the key economic terms of the DIP Facility, as more fully set forth in the DIP Credit Agreement:
(a) Total Facility Amount: $175,000,000, constituting a senior secured superpriority revolving credit facility.
(b) Interim Availability: $80,000,000, available upon entry of this Interim Order and satisfaction of the conditions precedent set forth in Paragraph 18 hereof. The remaining $95,000,000 of the DIP Facility shall become available upon entry of the Final Order.
(c) Interest Rate: SOFR plus 850 basis points per annum, calculated on the basis of a 360-day year for the actual number of days elapsed.
(d) SOFR Floor: 4.00%, resulting in a minimum all-in interest rate of 12.50% per annum.
(e) Default Rate: Upon the occurrence and during the continuance of an Event of Default, interest shall accrue at an additional 200 basis points above the otherwise applicable rate (i.e., SOFR plus 1,050 basis points per annum), which default interest shall be payable upon demand.
(f) Closing Fee: 2.00% of total commitments, equal to $3,500,000, which fee shall be fully earned upon entry of this Interim Order and shall be payable from the initial proceeds of the DIP Facility. The Closing Fee is non-refundable and shall not be subject to disgorgement.
(g) Unused Line Fee: 0.50% per annum on the average daily undrawn portion of the DIP Facility commitments, payable monthly in arrears.
(h) Exit Fee: 1.00% of aggregate commitments, equal to $1,750,000, payable upon the earlier of maturity, termination, or acceleration of the DIP Facility.
(i) Maturity Date: The DIP Facility shall mature on the earliest to occur of: (i) May 15, 2026 (twelve months from the Petition Date); (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 pursuant to Section 363 of the Bankruptcy Code; or (iv) the date of acceleration of the DIP Obligations following the occurrence of an Event of Default (the earliest such date, the "Maturity Date").
2.2. All interest, fees, costs, expenses, indemnities, and other amounts owing under the DIP Credit Agreement and the DIP Loan Documents (collectively, the "DIP Obligations") shall be secured by the DIP Liens (as defined in Paragraph 4 hereof) and shall be entitled to superpriority administrative expense status as set forth in Paragraph 3 hereof.
PARAGRAPH 3. SUPERPRIORITY ADMINISTRATIVE EXPENSE CLAIMS
3.1. Pursuant to Section 364(c)(1) of the Bankruptcy Code, all DIP Obligations shall constitute allowed superpriority administrative expense claims against the Debtor and its estate (the "DIP Superpriority Claims"), with priority in payment over any and all administrative expense claims, unsecured claims, and all other claims against the Debtor or its estate, of any kind or nature whatsoever, whether now existing or hereafter arising, including, without limitation, administrative expense claims of the kinds specified in or ordered pursuant to Sections 105, 326, 328, 330, 331, 365, 503(a), 503(b), 506(c), 507(a), 507(b), 726, 1113, and 1114 of the Bankruptcy Code.
3.2. The DIP Superpriority Claims shall at all times be junior only to the Carve-Out (as defined in Paragraph 11 hereof). The DIP Superpriority Claims shall have priority over any superpriority administrative expense claims granted to the Pre-Petition Secured Parties as adequate protection under this Interim Order (the "Adequate Protection Superpriority Claims"), as well as over any other administrative expense or priority claims against the Debtor's estate. No costs or charges shall be imposed against the DIP Agent, the DIP Lenders, the Collateral Agent, or the DIP Collateral pursuant to Section 506(c) of the Bankruptcy Code without the prior written consent of the DIP Agent and the affected DIP Lender or Lenders.
PARAGRAPH 4. DIP LIENS
4.1. Section 364(c)(2) and (c)(3) Liens. Pursuant to Sections 364(c)(2) and 364(c)(3) of the Bankruptcy Code, effective immediately upon entry of this Interim Order, the DIP Agent (on behalf of the DIP Lenders) and the Collateral Agent are hereby granted continuing, valid, binding, enforceable, non-avoidable, and automatically perfected security interests in and liens upon all assets and property of the Debtor and its estate that are not subject to valid, perfected, and non-avoidable liens as of the Petition Date (collectively, the "Unencumbered Collateral"), including, without limitation:
(a) all cash, deposit accounts, securities accounts, and other investment property not otherwise subject to a valid prepetition lien;
(b) all causes of action arising under Chapter 5 of the Bankruptcy Code, including avoidance actions under Sections 544, 545, 547, 548, 549, 550, and 553 of the Bankruptcy Code and the proceeds thereof; provided, however, that the grant of liens on avoidance actions and their proceeds shall be subject to entry of the Final Order and shall not be effective until such time;
(c) all assets acquired by the Debtor or the estate after the Petition Date; and
(d) all proceeds, products, offspring, rents, and profits of any and all of the foregoing.
4.2. Section 364(d)(1) Priming Liens. Pursuant to Section 364(d)(1) of the Bankruptcy Code, effective immediately upon entry of this Interim Order, the DIP Agent (on behalf of the DIP Lenders) and the Collateral Agent are hereby granted continuing, valid, binding, enforceable, non-avoidable, and automatically perfected first-priority priming security interests in and liens upon all assets and property of the Debtor and its estate that are subject to the Pre-Petition Liens (the "Encumbered Collateral" and, together with the Unencumbered Collateral, the "DIP Collateral"), including, without limitation:
(a) all accounts receivable, payment intangibles, and other receivables;
(b) all inventory, raw materials, work-in-process, and finished goods;
(c) all equipment, machinery, vehicles, fixtures, and other tangible personal property;
(d) all general intangibles, contract rights, permits, licenses, and goodwill;
(e) all real property interests, including the manufacturing facilities located at: (i) 1400 Prairie Ridge Drive, Cedar Falls, Iowa 50613; (ii) 2200 Industrial Boulevard, Decatur, Illinois 62526; and (iii) 815 County Road 740, Jonesboro, Arkansas 72404; and the research and development farm located at 4500 University Boulevard, Ames, Iowa 50011;
(f) all intellectual property, including patents, patent applications, trademarks, trademark applications, trade names, service marks, copyrights, copyright registrations, trade secrets, proprietary technology, formulas, processes, and know-how;
(g) all books, records, ledger cards, files, correspondence, customer lists, data, and other business records;
(h) all deposit accounts, securities accounts, and other investment property; and
(i) all proceeds, products, offspring, rents, and profits of any and all of the foregoing.
The priming liens granted pursuant to this Paragraph 4.2 (together with the liens granted under Paragraph 4.1, the "DIP Liens") shall be senior to and prime all Pre-Petition Liens and all Adequate Protection Liens granted pursuant to Paragraph 9 of this Interim Order.
4.3. Automatic Perfection. The DIP Liens shall be deemed perfected immediately upon entry of this Interim Order without the necessity of any further action by the Debtor, the DIP Agent, the DIP Lenders, or the Collateral Agent, including, without limitation, (a) the filing of any UCC financing statements, continuation statements, or amendments thereto under the Uniform Commercial Code or any similar filing or recording under applicable state law, (b) the recording of any mortgage, deed of trust, or similar instrument in any real property records, (c) the taking of possession or control of any DIP Collateral, or (d) any other act of perfection that might otherwise be required under federal, state, or foreign law; provided, however, that the Debtor, the DIP Agent, and the Collateral Agent may make or cause to be made any such filings, recordings, or acts as they may deem necessary or appropriate in their discretion, and all filing officers, recording offices, and other officials are directed to accept and record any such filings, recordings, or instruments without the payment of any fee or tax.
4.4. Collateral Agent. Meridian Trust Company shall serve as the Collateral Agent for the DIP Facility and shall hold the DIP Liens for the benefit of the DIP Agent and the DIP Lenders, in each case pursuant to and in accordance with the terms of the DIP Credit Agreement and the DIP Loan Documents.
4.5. Priority of DIP Liens. The DIP Liens shall constitute first-priority liens on the DIP Collateral, senior to: (a) all Pre-Petition Liens; (b) all Adequate Protection Liens; (c) all liens and security interests in favor of any party other than the DIP Agent, the DIP Lenders, and the Collateral Agent; and (d) all liens that may arise after the Petition Date, including any liens granted in connection with adequate protection or any other order of this Court, except as otherwise expressly provided in this Interim Order with respect to the Carve-Out.
PARAGRAPH 5. USE OF DIP PROCEEDS AND CASH COLLATERAL
5.1. The Debtor is hereby authorized, pursuant to Sections 363(c) and 364 of the Bankruptcy Code, to use the proceeds of the DIP Facility and cash collateral (as defined in Section 363(a) of the Bankruptcy Code) solely in accordance with the DIP Budget (as defined herein and attached hereto as Exhibit A) and the terms of the DIP Credit Agreement, subject to the permitted variances set forth in Paragraph 6 hereof. For the avoidance of doubt, "cash collateral" includes all cash and cash equivalents in which the Pre-Petition Secured Parties hold a security interest or lien.
5.2. The proceeds of the DIP Facility shall be used solely for the following purposes:
(a) working capital and general corporate purposes of the Debtor in the ordinary course of business, including the payment of wages, salaries, and employee benefits; the purchase of raw materials, supplies, and services; the payment of utilities, insurance premiums, rent, and other occupancy costs; and the payment of taxes and other governmental charges;
(b) the payment of restructuring professional fees, including the fees and expenses of counsel, financial advisors, investment bankers, and other professionals retained by the Debtor and any official committee of unsecured creditors, in each case subject to allowance by the Court;
(c) adequate protection payments to the Pre-Petition Secured Parties as set forth in Paragraph 9 hereof;
(d) permitted capital expenditures, as set forth in the DIP Budget and the DIP Credit Agreement;
(e) the payment of the Closing Fee of $3,500,000 to the DIP Agent for the account of the DIP Lenders;
(f) the payment of all other fees, costs, expenses, and indemnities payable under the DIP Credit Agreement and this Interim Order; and
(g) such other purposes as are authorized by the DIP Credit Agreement and this Interim Order.
5.3. Notwithstanding anything herein to the contrary, the Debtor shall not use any proceeds of the DIP Facility, any cash collateral, or any other amounts to investigate, challenge, contest, object to, or commence or prosecute any claims, counterclaims, causes of action, or defenses against the DIP Agent, the DIP Lenders, the Collateral Agent, or the Pre-Petition Secured Parties with respect to the validity, enforceability, priority, or amount of the DIP Obligations, the DIP Liens, the Pre-Petition Secured Obligations, or the Pre-Petition Liens, except to the extent funded by the Carve-Out in the limited circumstances set forth in Paragraph 15 hereof.
PARAGRAPH 6. DIP BUDGET AND VARIANCE COVENANT
6.1. The 13-Week DIP Budget (the "DIP Budget") covering the period from May 15, 2025 through August 13, 2025, prepared by Calderwood & Harkness LLP in coordination with Claridge Advisory Group LLC, is approved on an interim basis in the form attached hereto as Exhibit A. A summary of the DIP Budget is set forth below:
All figures in thousands of dollars ($000s). Reconciliation: $11,800 + $80,000 − $35,050 = $56,750 ending cash. Ending cash of $56,750 exceeds the minimum liquidity covenant of $15,000 at all times during the interim period.
6.2. Budget Variance Covenant. Actual aggregate disbursements (including operating disbursements, restructuring professional fees, debt service and adequate protection payments, and capital expenditures) shall not exceed budgeted aggregate disbursements by more than fifteen percent (15%) on a rolling four-week basis, tested weekly as of the last day of each calendar week (each such test, a "Variance Test"). For the purpose of the Variance Test, budgeted aggregate disbursements shall be measured against the corresponding four-week period in the DIP Budget. A breach of the Budget Variance Covenant shall constitute an Event of Default under the DIP Credit Agreement.
6.3. The DIP Budget may be extended in four-week increments beyond the initial 13-week period, subject to the approval of the DIP Agent and the Required DIP Lenders (as defined in the DIP Credit Agreement). Any extended DIP Budget shall be filed with the Court and served upon the parties entitled to notice under Paragraph 22 hereof.
PARAGRAPH 7. FINANCIAL COVENANTS
7.1. The Debtor shall comply with the following financial covenants at all times during the term of the DIP Facility:
(a) Minimum Liquidity. The Debtor shall maintain Liquidity (defined as the sum of (i) unrestricted cash and cash equivalents on hand and (ii) availability under the DIP Facility, net of any minimum borrowing base or reserve requirements) of not less than $15,000,000 at all times. Liquidity shall be measured daily and reported to the DIP Agent weekly as part of the weekly variance reports required under Paragraph 19 hereof.
(b) Maximum Cumulative Variance to Budget. As more fully set forth in Paragraph 6.2 hereof, actual aggregate disbursements shall not exceed budgeted aggregate disbursements by more than fifteen percent (15%) on a rolling four-week basis, tested weekly.
(c) Minimum EBITDA. The Debtor's EBITDA (as defined in the DIP Credit Agreement, calculated on a basis consistent with the Debtor's historical financial reporting) shall not be less than negative $5,000,000 for any rolling four-week period, tested at the end of each calendar week. For the avoidance of doubt, EBITDA for purposes of this covenant shall exclude restructuring professional fees, adequate protection payments, and other non-recurring charges identified in the DIP Budget.
7.2. A breach of any financial covenant set forth in this Paragraph 7 shall constitute an Event of Default under the DIP Credit Agreement, and the DIP Agent may exercise all rights and remedies available under the DIP Credit Agreement, the DIP Loan Documents, and this Interim Order, subject to the Remedies Notice Period set forth in Paragraph 12 hereof.
PARAGRAPH 8. MILESTONES
8.1. The Debtor shall comply with the following case milestones (each, a "Milestone"):
(a) Entry of Interim DIP Order: The Interim Order shall be entered within five (5) business days of the Petition Date, i.e., by May 22, 2025. This Milestone is satisfied by entry of this Interim Order.
(b) Entry of Final DIP Order: The Final Order shall be entered within thirty-five (35) days of the Petition Date, i.e., by June 19, 2025.
(c) Filing of a Plan of Reorganization or Section 363 Sale Motion: The Debtor shall file either a plan of reorganization or a motion to sell substantially all of the Debtor's assets pursuant to Section 363 of the Bankruptcy Code within one hundred fifty (150) days of the Petition Date, i.e., by October 12, 2025.
(d) Confirmation of Plan or Closing of Section 363 Sale: The Debtor shall obtain entry of an order confirming a plan of reorganization or an order approving and authorizing a sale of substantially all assets pursuant to Section 363 of the Bankruptcy Code, and such plan shall become effective or such sale shall be consummated, within two hundred seventy (270) days of the Petition Date, i.e., by February 8, 2026.
8.2. The failure of the Debtor to satisfy 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 DIP Lenders (as defined in the DIP Credit Agreement). Nothing in this Interim Order shall be construed to limit the Debtor's right to seek an extension of any Milestone from the Court upon appropriate motion and notice.
PARAGRAPH 9. ADEQUATE PROTECTION FOR PRE-PETITION SECURED PARTIES
As adequate protection for the diminution, if any, in the value of the Pre-Petition Secured Parties' interests in the DIP Collateral (including any diminution resulting from the Debtor's use, sale, or lease of such collateral, the priming of the Pre-Petition Liens by the DIP Liens, and the imposition of the automatic stay pursuant to Section 362 of the Bankruptcy Code), the Pre-Petition Secured Parties are granted the following adequate protection:
9(a). Replacement Liens.  9(a)(i). Prairie State Bank, N.A., as Pre-Petition Secured Agent, on behalf of and for the benefit of the Pre-Petition Secured Lenders, is hereby granted valid, binding, enforceable, non-avoidable, and automatically perfected replacement liens and security interests (the "Adequate Protection Liens") on all DIP Collateral, to the same extent and with the same validity as the Pre-Petition Liens held by the Pre-Petition Secured Parties as of the Petition Date.
9(a)(ii). The Adequate Protection Liens shall be:
(a) junior and subordinate to the DIP Liens in all respects;
(b) junior and subordinate to the Carve-Out;
(c) senior to all other liens, claims, encumbrances, and interests of any kind, whether now existing or hereafter arising, including any liens or interests granted or arising under any order of this Court (other than the DIP Liens and the Carve-Out); and
(d) subject to the terms of any applicable intercreditor agreement between the Pre-Petition First Lien Agent and the Pre-Petition ABL Agent.
9(a)(iii). The Adequate Protection Liens shall secure (a) the Pre-Petition First Lien Obligations in the aggregate outstanding principal amount of $310,000,000, and (b) the Pre-Petition ABL Obligations in the aggregate outstanding amount of $52,300,000 (representing $72,300,000 drawn on the ABL Revolver as of the Petition Date, less the $20,000,000 rolled up into the DIP Facility pursuant to Paragraph 10 hereof), together with all accrued and unpaid interest, fees, costs, and expenses thereon.
9(a)(iv). The Adequate Protection Liens shall be perfected upon entry of this Interim Order without the necessity of any further action, including the filing of UCC financing statements or other perfection documents, although the Pre-Petition Secured Agent may make such filings as it deems appropriate.
9(b). Section 507(b) Superpriority Claims.  The Pre-Petition Secured Parties are hereby granted an allowed superpriority administrative expense claim pursuant to Section 507(b) of the Bankruptcy Code (the "Adequate Protection Superpriority Claim"), to the extent that the adequate protection provided by the Adequate Protection Liens, the current-pay interest provisions, and the other adequate protection measures set forth herein prove to be insufficient to compensate the Pre-Petition Secured Parties for any diminution in the value of their interests in the DIP Collateral during the pendency of this Chapter 11 Case. The Adequate Protection Superpriority Claim shall be:
(a) junior and subordinate to the DIP Superpriority Claims in all respects;
(b) junior and subordinate to the Carve-Out; and
(c) senior to all other administrative expense claims of any kind, whether now existing or hereafter arising, including administrative expense claims arising under Sections 503(b), 507(a), 726, 1113, or 1114 of the Bankruptcy Code.
9(c). Current-Pay Interest.  The Debtor shall pay to the Pre-Petition Secured Agent, for the account of the Pre-Petition Secured Lenders, current-pay interest on the Pre-Petition Secured Obligations at the applicable non-default contract rate, as follows:
(a) First Lien Term Loan: Interest at a rate per annum equal to SOFR plus 450 basis points on the outstanding principal balance of $310,000,000, payable monthly in arrears on the first business day of each calendar month, commencing on the first business day of July 2025.
(b) ABL Revolver: Interest at a rate per annum equal to SOFR plus 275 basis points on the outstanding principal balance of the remaining Pre-Petition ABL Obligations (approximately $52,300,000, after giving effect to the Roll-Up), payable monthly in arrears on the first business day of each calendar month, commencing on the first business day of July 2025.
All adequate protection interest payments shall be reflected in the DIP Budget and shall constitute a permitted use of DIP proceeds and cash collateral. The payment of current-pay interest hereunder shall not constitute a reduction of the Pre-Petition Secured Obligations for purposes of any claim allowance proceeding.
9(d). Monthly Reporting.  The Debtor shall provide the Pre-Petition Secured Agent with monthly financial reporting packages, which shall include, at a minimum: (i) variance reports comparing actual results to the DIP Budget for the applicable reporting period; (ii) unaudited financial statements, including balance sheet, income statement, and cash flow statement; (iii) a narrative discussion of any material variances from the DIP Budget; and (iv) such other reports, financial information, and data as may be reasonably required by the Pre-Petition Secured Agent or as may be required under the terms of the DIP Credit Agreement. Such reports shall be delivered within fifteen (15) calendar days following the end of each calendar month.
9(e). Adequate Protection Stipulation.  The terms of the Adequate Protection Stipulation entered into between the Debtor and Prairie State Bank, N.A., as Pre-Petition Secured Agent, dated as of May 20, 2025, are incorporated herein by reference and are hereby approved. To the extent of any conflict between the Adequate Protection Stipulation and the terms of this Interim Order, the terms of this Interim Order shall control.
PARAGRAPH 10. ROLL-UP OF PRE-PETITION ABL OBLIGATIONS
10.1. Upon entry of this Interim Order, $20,000,000 of Pre-Petition ABL Obligations shall be deemed DIP Obligations and shall be entitled to all DIP Liens, DIP Superpriority Claims, and all other protections, rights, and benefits afforded to DIP Obligations under this Interim Order and the DIP Credit Agreement, including, without limitation, the right to receive payments of principal, interest, fees, costs, expenses, and indemnities on the same basis as all other DIP Obligations.
10.2. After giving effect to the Roll-Up authorized by this Paragraph 10, the remaining Pre-Petition ABL Obligations shall be approximately $52,300,000, which obligations shall continue to be secured by the Pre-Petition Liens and the Adequate Protection Liens, and shall be entitled to the Adequate Protection Superpriority Claims, in each case as set forth in Paragraph 9 hereof.
10.3. The Roll-Up is approved on an interim basis and shall be subject to further review at the Final Hearing. The Court retains jurisdiction to revisit or modify the Roll-Up upon motion by any party in interest.
PARAGRAPH 11. CARVE-OUT
11.1. Notwithstanding anything in this Interim Order, the DIP Credit Agreement, or the DIP Loan Documents to the contrary, the DIP Liens, the DIP Superpriority Claims, the Adequate Protection Liens, and the Adequate Protection Superpriority Claims shall in all cases be subject and subordinate to a carve-out (the "Carve-Out") for the payment of the following amounts:
(a) Pre-Trigger Date Fees. All accrued but unpaid fees, costs, and expenses of professionals retained by the Debtor or any official committee of unsecured creditors pursuant to Sections 327, 328, or 1103 of the Bankruptcy Code (the "Estate Professionals"), incurred prior to the delivery of a Carve-Out Trigger Notice (as defined below), without cap, to the extent such fees, costs, and expenses are allowed by the Court.
(b) Post-Trigger Date Professional Fees. An aggregate amount not to exceed $2,500,000 for fees, costs, and expenses of Estate Professionals incurred after delivery of a Carve-Out Trigger Notice, to the extent such fees, costs, and expenses are allowed by the Court.
(c) U.S. Trustee Fees. An aggregate amount not to exceed $500,000 for fees payable to the U.S. Trustee pursuant to 28 U.S.C. § 1930 and any interest thereon.
11.2. The total post-trigger Carve-Out shall not exceed $3,000,000 in the aggregate (consisting of $2,500,000 for Estate Professional fees plus $500,000 for U.S. Trustee fees).
11.3. "Carve-Out Trigger Notice" means a written notice delivered by the DIP Agent to the Debtor, counsel to the Debtor (Calderwood & Harkness LLP), and the U.S. Trustee, following the occurrence and during the continuance of an Event of Default under the DIP Credit Agreement, declaring that the Carve-Out Trigger Date has occurred. The date on which such notice is delivered shall be the "Carve-Out Trigger Date."
11.4. The Carve-Out shall not be used, directly or indirectly, to fund the investigation, commencement, or prosecution of any claims, counterclaims, causes of action, objections, or defenses against the DIP Agent, the DIP Lenders, the Collateral Agent, or the Pre-Petition Secured Parties with respect to the validity, enforceability, priority, extent, or amount of the DIP Obligations, the DIP Liens, the Pre-Petition Secured Obligations, or the Pre-Petition Liens, except as expressly provided in Paragraph 15 hereof.
11.5. The Debtor shall at all times maintain a segregated account (the "Professional Fee Escrow Account") with sufficient funds to pay all accrued and unbilled fees and expenses of Estate Professionals, subject to allowance by the Court. The DIP Agent shall have a first-priority lien on the Professional Fee Escrow Account, subject to the Carve-Out.
PARAGRAPH 12. MODIFICATION OF AUTOMATIC STAY
12.1. The automatic stay imposed by Section 362(a) of the Bankruptcy Code is hereby modified, to the extent necessary, to permit the following:
(a) Upon the occurrence and during the continuance of an Event of Default under the DIP Credit Agreement, and following the delivery of five (5) business days' written notice (the "Remedies Notice Period") to the Debtor, counsel to the Debtor (Calderwood & Harkness LLP), and the U.S. Trustee, the DIP Agent, the DIP Lenders, and the Collateral Agent shall be entitled to exercise any and all rights and remedies available under the DIP Loan Documents, this Interim Order, and applicable law, including, without limitation, the right to terminate commitments, declare all DIP Obligations immediately due and payable, cease making any further extensions of credit, set off amounts in deposit accounts, foreclose on the DIP Collateral, and take any other actions to enforce the DIP Liens and collect the DIP Obligations. During the Remedies Notice Period, the Debtor may seek an emergency hearing before this Court to contest the exercise of such remedies.
(b) The filing and recording of UCC financing statements, mortgages, deeds of trust, fixture filings, and other documents and instruments necessary or desirable to perfect or evidence the DIP Liens, the Adequate Protection Liens, or any other liens or security interests authorized by this Interim Order.
(c) The making of all payments of principal, interest, fees, costs, expenses, and other amounts required or permitted to be made under the DIP Credit Agreement and this Interim Order.
12.2. Except as expressly provided in this Paragraph 12, the automatic stay shall remain in full force and effect with respect to all other parties and all other matters in this Chapter 11 Case.
PARAGRAPH 13. EVENTS OF DEFAULT
13.1. Events of Default under the DIP Credit Agreement include, without limitation, the following:
(a) Failure by the Debtor to pay any principal, interest, fee, or other amount when due under the DIP Credit Agreement or any DIP Loan Document, whether at maturity, by acceleration, or otherwise.
(b) Breach by the Debtor of any financial covenant set forth in Paragraph 7 hereof, including the Minimum Liquidity covenant, the Budget Variance Covenant, or the Minimum EBITDA covenant.
(c) Failure by the Debtor to comply with any Milestone set forth in Paragraph 8 hereof within the time periods specified therein.
(d) Conversion of this Chapter 11 Case to a case under Chapter 7 of the Bankruptcy Code.
(e) Appointment of a trustee under Section 1104 of the Bankruptcy Code or an examiner with expanded powers beyond those set forth in Section 1106(a)(3) and (4) of the Bankruptcy Code.
(f) Dismissal of this Chapter 11 Case.
(g) Entry of an order by this Court or any other court of competent jurisdiction granting relief from the automatic stay imposed by Section 362(a) of the Bankruptcy Code with respect to any asset or assets of the Debtor's estate having a value in excess of $5,000,000 in the aggregate.
(h) The filing by the Debtor, any official committee, or any other party in interest of any motion, complaint, application, adversary proceeding, or other pleading seeking to avoid, disallow, subordinate, recharacterize, or otherwise challenge the DIP Liens, the DIP Obligations, or any of the rights or remedies of the DIP Agent, the DIP Lenders, or the Collateral Agent under the DIP Loan Documents or this Interim Order.
(i) Any representation or warranty made by the Debtor in the DIP Credit Agreement, any DIP Loan Document, or any certificate or report delivered pursuant thereto that proves to have been materially false or misleading when made or deemed made.
(j) Failure by the Debtor to maintain in full force and effect all insurance policies required under the DIP Credit Agreement, including, without limitation, the directors' and officers' liability insurance policy issued by Stonebridge Insurance Group Ltd., Policy No. SIG-DO-2024-07821, with an aggregate limit of $15,000,000, and all property, casualty, general liability, and other insurance policies covering the Debtor's assets and operations.
(k) Any material breach by the Debtor of any representation, warranty, covenant, or agreement contained in the DIP Credit Agreement or any DIP Loan Document that is not otherwise specifically addressed in this Paragraph 13.
13.2. Upon the occurrence of an Event of Default, the DIP Agent may, in its discretion, deliver written notice thereof (the "Default Notice") to the Debtor, counsel to the Debtor, and the U.S. Trustee. Following delivery of the Default Notice and the expiration of the Remedies Notice Period of five (5) business days (during which the Debtor may seek a cure or an emergency hearing before this Court), the DIP Agent shall be entitled to: (a) terminate all remaining commitments under the DIP Facility; (b) declare all DIP Obligations immediately due and payable; (c) exercise all remedies under the DIP Loan Documents and applicable law, including the remedies described in Paragraph 12 hereof; and (d) take any other action permitted under the DIP Loan Documents, this Interim Order, or applicable law.
13.3. Nothing in this Paragraph 13 shall limit the right of the Debtor or any other party in interest to contest the occurrence of an Event of Default before this Court during the Remedies Notice Period.
PARAGRAPH 14. WAIVER AND MODIFICATION OF PROVISIONS
14.1. No waiver, modification, or amendment of this Interim Order or any provision of the DIP Credit Agreement or the DIP Loan Documents shall be effective unless approved by this Court, after notice to all parties entitled to receive notice under this Interim Order and an opportunity to be heard.
14.2. The Debtor shall not, without the prior written consent of the DIP Agent and the Required DIP Lenders (defined in the DIP Credit Agreement as DIP Lenders holding not less than 66⅔% of the aggregate outstanding DIP Obligations), seek to: (a) prime the DIP Liens or grant any liens senior to or pari passu with the DIP Liens (other than the Carve-Out); (b) grant any superpriority administrative expense claims senior to or pari passu with the DIP Superpriority Claims (other than the Carve-Out); or (c) modify, amend, or supplement the DIP Budget in any manner adverse to the interests of the DIP Lenders.
PARAGRAPH 15. LIMITATIONS ON USE OF PROCEEDS — INVESTIGATION BUDGET
15.1. No proceeds of the DIP Facility, no cash collateral, and no amounts constituting the Carve-Out shall be used by the Debtor, any official committee of unsecured creditors, or any other party in interest to investigate, commence, or prosecute any claims, counterclaims, causes of action, objections, or defenses against the DIP Agent, the DIP Lenders, the Collateral Agent, or the Pre-Petition Secured Parties, or to challenge the validity, enforceability, priority, extent, or amount of the DIP Obligations, the DIP Liens, the Pre-Petition Secured Obligations, or the Pre-Petition Liens, except as expressly provided in this Paragraph 15.
15.2. Notwithstanding the foregoing, an official committee of unsecured creditors, once appointed in this Chapter 11 Case (which the Debtor expects will be represented by Archer Grayson & Cole LLP, Franklin Desmond, Partner), shall be permitted to use up to $50,000 of the Carve-Out (the "Investigation Budget") to investigate the validity, priority, enforceability, extent, and perfection of the Pre-Petition Secured Obligations and the Pre-Petition Liens, as well as the DIP Liens, during a period of sixty (60) days following the appointment of such committee (the "Investigation Period"). Upon the expiration of the Investigation Period, any challenge to the Pre-Petition Secured Obligations, the Pre-Petition Liens, or the DIP Liens that has not been commenced by the filing of a motion, complaint, or adversary proceeding shall be forever barred and waived.
15.3. Nothing in this Paragraph 15 shall be construed to limit or impair the standing of any party in interest to raise objections to the DIP Motion at the Final Hearing.
PARAGRAPH 16. BINDING EFFECT; SUCCESSORS
16.1. This Interim Order shall be binding upon and inure to the benefit of the Debtor, its estate, all creditors of the Debtor, all parties in interest in this Chapter 11 Case, and any trustee, examiner, responsible officer, or other fiduciary appointed in this Chapter 11 Case or in any successor case, whether under Chapter 7 or Chapter 11 of the Bankruptcy Code.
16.2. The provisions of this Interim Order, including, without limitation, the DIP Liens, the DIP Superpriority Claims, the Adequate Protection Liens, the Adequate Protection Superpriority Claims, and the other protections granted herein, shall survive the conversion of this Chapter 11 Case to a case under Chapter 7 of the Bankruptcy Code and shall continue to be binding upon and enforceable against the Debtor, its estate, any Chapter 7 trustee, and all creditors and parties in interest in any such converted case. In the event of a conversion, all DIP Obligations shall be immediately due and payable, and the DIP Agent and DIP Lenders shall be entitled to exercise all rights and remedies available under the DIP Loan Documents, this Interim Order, and applicable law.
16.3. The DIP Liens and the DIP Superpriority Claims shall not be subject to subordination (whether equitable, contractual, or otherwise), recharacterization, avoidance, reduction, or disallowance under any provision of the Bankruptcy Code or any applicable federal, state, or foreign law, including, without limitation, Sections 105, 510, 544, 547, 548, 549, 550, or 552 of the Bankruptcy Code.
16.4. If any or all of the provisions of this Interim Order are hereafter reversed, modified, vacated, or stayed, such reversal, modification, vacation, or stay shall not affect: (a) the validity, enforceability, or priority of any DIP Obligation incurred prior to the effective date of such reversal, modification, vacation, or stay; or (b) the validity, enforceability, or priority of any DIP Lien granted prior to the effective date of such reversal, modification, vacation, or stay. Notwithstanding any such reversal, modification, vacation, or stay, any DIP Obligation incurred and any DIP Lien granted prior to the effective date thereof shall be governed in all respects by the original provisions of this Interim Order, and the DIP Agent, the DIP Lenders, and the Collateral Agent shall be entitled to all of the rights, remedies, privileges, and benefits granted herein and in the DIP Loan Documents with respect thereto.
PARAGRAPH 17. GOOD FAITH UNDER SECTION 364(e)
17.1. The Court finds that the DIP Agent, each DIP Lender, and the Collateral Agent have acted in good faith in connection with the negotiation, documentation, and implementation of the DIP Facility, the DIP Credit Agreement, and the DIP Loan Documents, and that the extension of credit by the DIP Lenders pursuant to the DIP Facility has been in good faith within the meaning of Section 364(e) of the Bankruptcy Code.
17.2. Accordingly, the DIP Obligations, the DIP Liens, the DIP Superpriority Claims, and all other rights and protections granted to the DIP Agent, the DIP Lenders, and the Collateral Agent under this Interim Order and the DIP Loan Documents are entitled to the full protections of Section 364(e) of the Bankruptcy Code, and shall not be affected by any reversal or modification of this Interim Order on appeal or otherwise.
17.3. The terms and conditions of the DIP Facility are fair and reasonable, reflect the exercise of prudent business judgment by the Debtor and the DIP Lenders, and were negotiated at arm's length and in good faith. No DIP Lender is an "insider" of the Debtor as that term is defined in Section 101(31) of the Bankruptcy Code.
PARAGRAPH 18. CONDITIONS PRECEDENT TO INTERIM DRAW
18.1. The obligation of the DIP Lenders to fund the Interim Draw Amount of $80,000,000 under the DIP Facility is subject to the prior satisfaction (or written waiver by the DIP Agent) of each of the following conditions precedent:
(a) Entry of this Interim Order in form and substance satisfactory to the DIP Agent and the Required DIP Lenders.
(b) Execution and delivery by the Debtor of the DIP Credit Agreement and each of the other DIP Loan Documents, in each case in form and substance satisfactory to the DIP Agent.
(c) Delivery by the Debtor of an Officer's Certificate, executed by Derek Calloway, Chief Executive Officer, and Patricia Langford, Chief Financial Officer, certifying: (i) the accuracy of all representations and warranties in the DIP Credit Agreement; (ii) the absence of any Event of Default; (iii) the due authorization, execution, and delivery of the DIP Loan Documents by the Debtor; and (iv) such other matters as the DIP Agent may reasonably require.
(d) Delivery by the Debtor of a Solvency Certificate, executed by Patricia Langford, Chief Financial Officer, certifying that, after giving effect to the DIP Facility and the initial draw thereunder, the Debtor is solvent on a post-DIP-funding, limited basis (i.e., that the fair value and fair saleable value of the Debtor's assets exceed its stated liabilities and identified contingent liabilities).
(e) Delivery by the Debtor of a Perfection Certificate, identifying, among other things: (i) the Debtor's organizational status as an Iowa limited liability company (EIN 42-8837291); (ii) the locations of all DIP Collateral, including the manufacturing facilities in Cedar Falls, Iowa; Decatur, Illinois; and Jonesboro, Arkansas; the research and development farm in Ames, Iowa; and the fourteen regional distribution centers; (iii) all deposit accounts maintained by the Debtor; and (iv) all registered intellectual property of the Debtor, including patents, trademarks, and copyrights.
(f) Delivery by the Debtor of a Borrowing Request in the amount of $80,000,000, duly executed and in the form required by the DIP Credit Agreement.
(g) Delivery by the Debtor of evidence of insurance satisfactory to the DIP Agent, including, without limitation: (i) the directors' and officers' liability insurance policy issued by Stonebridge Insurance Group Ltd., Policy No. SIG-DO-2024-07821, with an aggregate limit of $15,000,000; (ii) property and casualty insurance covering all real a