UNITED STATES BANKRUPTCY COURT FOR THE NORTHERN DISTRICT OF IOWA CEDAR RAPIDS DIVISION
STIPULATION BETWEEN GREENFIELD AGRICULTURAL PARTNERS LLC AND PRAIRIE STATE BANK, NATIONAL ASSOCIATION, AS PRE-PETITION FIRST LIEN AGENT, REGARDING ADEQUATE PROTECTION
This Stipulation Regarding Adequate Protection (this "Stipulation") is entered into as of May 20, 2025, by and between:
(i) Greenfield Agricultural Partners LLC ("Debtor" or "Greenfield"), an Iowa limited liability company, debtor and debtor-in-possession in the above-captioned Chapter 11 case, with its principal place of business at 1400 Prairie Ridge Drive, Cedar Falls, Iowa 50613, Employer Identification Number 42-8837291; and
(ii) Prairie State Bank, National Association ("PSB" or "Pre-Petition First Lien Agent"), in its capacity as administrative agent under (a) that certain First Lien Credit Agreement, dated as of November 15, 2021 (as amended, restated, supplemented, or otherwise modified from time to time prior to the Petition Date, the "First Lien Credit Agreement"), among the Debtor, as borrower, and the lenders from time to time party thereto, pursuant to which $310,000,000 in aggregate principal amount remains outstanding as of the Petition Date, and (b) that certain Asset-Based Lending Credit Agreement, dated as of March 10, 2023 (as amended, restated, supplemented, or otherwise modified from time to time prior to the Petition Date, the "ABL Credit Agreement"), among the Debtor, as borrower, and the lenders from time to time party thereto, pursuant to which $72,300,000 has been drawn against aggregate commitments of $95,000,000 as of the Petition Date (collectively, the "Pre-Petition Credit Agreements"), with its principal office at 500 Main Street, Suite 1200, Kansas City, Missouri 64105.
Prairie State Bank, National Association acts as administrative agent on behalf of itself and the pre-petition secured lender group under the Pre-Petition Credit Agreements, including, with respect to the ABL Credit Agreement, the participating ABL lenders Hawthorn National Bank and Northland Savings Bank, F.S.B. (together with PSB, in such capacities, and all other lenders party to the Pre-Petition Credit Agreements, the "Pre-Petition Secured Parties").
This Stipulation is filed with the United States Bankruptcy Court for the Northern District of Iowa, Cedar Rapids Division (the "Court"), in connection with the Debtor's 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 (Dkt. No. ) (the "DIP Financing Motion") and the Debtor's Motion for Authority to Use Cash Collateral Pursuant to 11 U.S.C. § 363 (Dkt. No. ) (the "Cash Collateral Motion"). The parties submit this Stipulation to the Court for approval and respectfully request that the terms hereof be incorporated, in their entirety, into both the Interim Order and the Final Order authorizing the DIP Facility (each as defined herein).
RECITALS
A. The Chapter 11 Case. On May 15, 2025 (the "Petition Date"), Greenfield Agricultural Partners LLC filed a voluntary petition for relief under Chapter 11 of Title 11 of the United States Code (the "Bankruptcy Code") in this Court, thereby commencing the above-captioned Chapter 11 case (the "Chapter 11 Case"). Since the Petition Date, the Debtor has continued to manage and operate its business and properties as debtor-in-possession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code. As of the date hereof, no trustee or examiner has been appointed in the Chapter 11 Case. No official committee of unsecured creditors has been appointed by the United States Trustee for Region 12 as of the date hereof, although the Debtor anticipates that such a committee may be appointed in due course. The Debtor is represented in the Chapter 11 Case by Calderwood & Harkness LLP (Nathaniel Bower, Responsible Partner; Colette Whitman, Billing Partner), as its bankruptcy counsel, with offices at 450 Park Avenue, New York, New York 10022, and 801 Grand Avenue, Suite 3300, Des Moines, Iowa 50309.
B. Pre-Petition Secured Indebtedness. As of the Petition Date, the following pre-petition secured indebtedness was outstanding under the Pre-Petition Credit Agreements:
(i) First Lien Term Loan. Pursuant to the First Lien Credit Agreement, the Debtor is indebted to the Pre-Petition Secured Parties in the aggregate outstanding principal amount of $310,000,000. The First Lien Term Loan matures in November 2026 and bears interest at a rate of the Secured Overnight Financing Rate ("SOFR") plus 450 basis points per annum. The obligations under the First Lien Credit Agreement are secured by a first-priority lien on substantially all assets of the Debtor, as more particularly described in the security documents executed in connection therewith.
(ii) ABL Revolver. Pursuant to the ABL Credit Agreement, the Debtor has drawn $72,300,000 against aggregate commitments of $95,000,000. The ABL Revolver matures in May 2026 and bears interest at a rate of SOFR plus 275 basis points per annum. The obligations under the ABL Credit Agreement are secured by a first-priority lien on accounts receivable and inventory of the Debtor pursuant to a split-collateral arrangement with the First Lien Term Loan lenders. PSB serves as administrative agent under both the First Lien Credit Agreement and the ABL Credit Agreement. The participating ABL lenders include Hawthorn National Bank and Northland Savings Bank, F.S.B.
(iii) Total Pre-Petition Secured Debt. The aggregate outstanding pre-petition secured indebtedness under the Pre-Petition Credit Agreements is $382,300,000, consisting of $310,000,000 under the First Lien Credit Agreement and $72,300,000 under the ABL Credit Agreement, exclusive of accrued and unpaid interest, fees, costs, and expenses.
Additionally, the Debtor has outstanding $84,200,000 in aggregate principal amount of 9.50% Senior Unsecured Notes due March 2027 (the "Senior Unsecured Notes"), for which Meridian Trust Company serves as indenture trustee, and approximately $22,700,000 in trade and other unsecured claims. The Senior Unsecured Notes and the trade and other unsecured claims are unsecured obligations of the Debtor and the holders thereof are not party to this Stipulation. Nothing in this Stipulation is intended to affect or address the treatment of unsecured creditors.
C. Pre-Petition Defaults. Prior to the Petition Date, the Debtor breached the Total Net Leverage Ratio covenant set forth in Section 7.01(a) of the First Lien Credit Agreement, which required the Debtor to maintain a Total Net Leverage Ratio not exceeding 6.50 to 1.00, tested as of the last day of each fiscal quarter. As of December 31, 2024, the Debtor's actual Total Net Leverage Ratio was 9.82 to 1.00, calculated as follows: total funded indebtedness of $382,300,000 ($310,000,000 under the First Lien Credit Agreement plus $72,300,000 under the ABL Credit Agreement), less unrestricted cash and cash equivalents of $11,800,000, yielding net funded indebtedness of $370,500,000, divided by last-twelve-months ("LTM") Adjusted EBITDA of $37,700,000, for a resulting ratio of approximately 9.82 to 1.00, which exceeded the permitted maximum by a factor of approximately 1.51x.
Following the occurrence of such covenant default, PSB and the Debtor entered into a Forbearance Agreement dated as of January 31, 2025 (the "Forbearance Agreement"), pursuant to which PSB and the Pre-Petition Secured Parties agreed to forbear from exercising remedies arising from the specified defaults through May 1, 2025. The Forbearance Agreement expired on May 1, 2025, and the Debtor was unable to cure the underlying defaults or obtain an extension of the forbearance period. The Debtor's financial distress was caused by, among other factors, severe drought conditions across the Upper Midwest during the 2024 growing season, which materially reduced crop yields and demand for the Debtor's proprietary crop-input products; depressed commodity pricing for corn and soybeans during the second half of 2024 and the first quarter of 2025; and a delayed re-registration by the United States Environmental Protection Agency of the Debtor's flagship herbicide product, ClearGuard XR, which disrupted the Debtor's 2025 spring pre-season sales program.
D. The DIP Facility. In connection with the Chapter 11 Case, the Debtor has sought authority from this Court to enter into a $175,000,000 senior secured superpriority debtor-in-possession revolving credit facility (the "DIP Facility") pursuant to a Senior Secured Superpriority Debtor-in-Possession Credit Agreement (the "DIP Credit Agreement") to be dated as of May 22, 2025, with the following parties serving as DIP lenders and agents:
(i) Ironclad Capital Partners LP, as Administrative Agent (the "DIP Agent") and lead lender, with a commitment of $100,000,000;
(ii) Ridgeline Opportunity Fund III LP, as co-lender, with a commitment of $50,000,000;
(iii) Bramblewood Credit Advisors LLC, as co-lender, with a commitment of $25,000,000; and
(iv) Meridian Trust Company, as Collateral Agent (the "DIP Collateral Agent").
The DIP Facility bears interest at a rate of SOFR plus 850 basis points per annum, with a SOFR floor of 4.00%, resulting in an effective minimum all-in interest rate of 12.50% per annum. The DIP Facility contemplates interim availability of $80,000,000 upon entry of the Interim DIP Order (as defined below) and additional availability of $95,000,000 upon entry of the Final DIP Order (as defined below), for a total availability of $175,000,000.
The DIP Facility is secured by (a) superpriority administrative expense claims under section 364(c)(1) of the Bankruptcy Code, (b) first-priority priming liens under section 364(d) of the Bankruptcy Code on all pre-petition collateral in which the Pre-Petition Secured Parties hold security interests, and (c) first-priority liens under sections 364(c)(2) and 364(c)(3) of the Bankruptcy Code on all previously unencumbered assets of the Debtor and the Debtor's estate.
The DIP Facility further contemplates a roll-up of $20,000,000 of pre-petition ABL obligations into the DIP Facility (the "Roll-Up"), which roll-up will reduce the outstanding pre-petition ABL balance from $72,300,000 to $52,300,000 upon effectiveness.
The DIP Lenders are represented by Harmon & Keach LLP (Richard Yeung, Partner), with offices at 51 West 52nd Street, New York, New York 10019.
E. Need for Adequate Protection. The granting of priming liens under section 364(d) of the Bankruptcy Code and the Debtor's use of Cash Collateral (as defined herein) require that PSB and the Pre-Petition Secured Parties receive adequate protection of their interests in the pre-petition Collateral pursuant to sections 361, 363(e), and 364(d)(1)(B) of the Bankruptcy Code. PSB, on behalf of itself and the Pre-Petition Secured Parties, has consented to the priming of the pre-petition liens by the DIP Liens (as defined herein), subject to and conditioned upon the adequate protection set forth herein. Such consent is evidenced by the Consent Letter from PSB (signed by Thomas Whitaker, Senior Vice President, Loan Workout Group) dated May 20, 2025, a copy of which has been provided to the Debtor and the DIP Agent.
F. Good Faith Negotiations. The parties hereto have engaged in extensive good-faith, arm's-length negotiations regarding the terms and conditions of the adequate protection package described herein. The Debtor's financial advisor, Claridge Advisory Group LLC (Nolan Ashworth, Managing Director), has assisted the Debtor and its counsel in the formulation, analysis, and negotiation of the adequate protection package. The parties believe that the adequate protection package described herein is fair, reasonable, and in the best interests of the Debtor's estate and all parties in interest.
NOW, THEREFORE, in consideration of the foregoing Recitals (which are incorporated herein by reference), the mutual agreements set forth herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto stipulate and agree as follows:
STIPULATION
Section 1 — Definitions
As used in this Stipulation, the following terms shall have the meanings set forth below. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the DIP Credit Agreement or the Pre-Petition Credit Agreements, as applicable, unless the context otherwise requires.
"ABL Credit Agreement" means that certain Asset-Based Lending Credit Agreement, dated as of March 10, 2023, among the Debtor, as borrower, Prairie State Bank, National Association, as administrative agent, and the lenders from time to time party thereto, as amended, restated, supplemented, or otherwise modified from time to time prior to the Petition Date, pursuant to which aggregate commitments of $95,000,000 were established and $72,300,000 has been drawn as of the Petition Date.
"Adequate Protection Liens" has the meaning set forth in Section 3(a) of this Stipulation.
"Adequate Protection Superpriority Claim" has the meaning set forth in Section 3(b) of this Stipulation.
"Bankruptcy Code" means Title 11 of the United States Code, 11 U.S.C. §§ 101 et seq., as amended from time to time.
"Carve-Out" means the professional fee carve-out as defined and established in the DIP Orders, consisting of a post-trigger aggregate amount of $3,000,000, allocated as follows: (i) $2,500,000 for allowed fees and expenses of professionals retained by the Debtor and any official committee of unsecured creditors pursuant to sections 327, 328, or 1103 of the Bankruptcy Code, and (ii) $500,000 for fees payable to the United States Trustee pursuant to 28 U.S.C. § 1930 and the Clerk of the Court.
"Cash Collateral" means all "cash collateral" as defined in section 363(a) of the Bankruptcy Code, including all cash and cash equivalents of the Debtor in which PSB and the Pre-Petition Secured Parties hold a security interest or other interest as of the Petition Date or thereafter, including, without limitation, all deposit accounts, securities accounts, and proceeds of pre-petition Collateral.
"Challenge Period" has the meaning set forth in Section 6.2 of this Stipulation.
"Chapter 11 Case" means the Chapter 11 case commenced by the Debtor on the Petition Date in this Court, Case No. 25-01147.
"Collateral" means all pre-petition collateral in which PSB and the Pre-Petition Secured Parties hold valid, perfected security interests as of the Petition Date, as described in the security documents executed in connection with the Pre-Petition Credit Agreements, including, without limitation, all accounts, chattel paper, deposit accounts, equipment, fixtures, general intangibles, instruments, inventory, investment property, letter-of-credit rights, real property, intellectual property, and all proceeds and products thereof.
"Court" means the United States Bankruptcy Court for the Northern District of Iowa, Cedar Rapids Division, or any other court having jurisdiction over the Chapter 11 Case.
"DIP Agent" means Ironclad Capital Partners LP, in its capacity as administrative agent under the DIP Credit Agreement.
"DIP Collateral Agent" means Meridian Trust Company, in its capacity as collateral agent under the DIP Credit Agreement.
"DIP Credit Agreement" means that certain Senior Secured Superpriority Debtor-in-Possession Credit Agreement, to be dated as of May 22, 2025, among the Debtor, as borrower, the DIP Agent, the DIP Collateral Agent, and the DIP Lenders from time to time party thereto, as the same may be amended, supplemented, or modified from time to time in accordance with its terms and the DIP Orders.
"DIP Facility" means the $175,000,000 senior secured superpriority debtor-in-possession revolving credit facility established pursuant to the DIP Credit Agreement.
"DIP Lenders" means Ironclad Capital Partners LP, Ridgeline Opportunity Fund III LP, and Bramblewood Credit Advisors LLC, and any other lenders from time to time party to the DIP Credit Agreement.
"DIP Liens" means, collectively, (i) the superpriority priming liens on the pre-petition Collateral granted to the DIP Lenders under section 364(d) of the Bankruptcy Code, and (ii) the first-priority liens on previously unencumbered assets of the Debtor and the Debtor's estate granted to the DIP Lenders under sections 364(c)(2) and 364(c)(3) of the Bankruptcy Code.
"DIP Orders" means, collectively, the Interim DIP Order and the Final DIP Order.
"DIP Superpriority Claim" means the superpriority administrative expense claim of the DIP Lenders arising under section 364(c)(1) of the Bankruptcy Code, as authorized by the DIP Orders.
"Final DIP Order" means the final order of the Court authorizing the DIP Facility in full and approving the DIP Credit Agreement on a final basis, targeted for entry on or before June 19, 2025.
"First Lien Credit Agreement" means that certain First Lien Credit Agreement, dated as of November 15, 2021, among the Debtor, as borrower, Prairie State Bank, National Association, as administrative agent, and the lenders from time to time party thereto, as amended, restated, supplemented, or otherwise modified from time to time prior to the Petition Date, pursuant to which $310,000,000 in aggregate principal amount remains outstanding as of the Petition Date.
"Interim DIP Order" means the interim order of the Court authorizing the DIP Facility on an interim basis and approving the DIP Credit Agreement on an interim basis, targeted for entry on or before May 22, 2025.
"Petition Date" means May 15, 2025, the date on which the Debtor filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code.
"Pre-Petition Credit Agreements" means, collectively, the First Lien Credit Agreement and the ABL Credit Agreement.
"Pre-Petition Secured Obligations" means all obligations, liabilities, and indebtedness of the Debtor owing to the Pre-Petition Secured Parties under or in connection with the Pre-Petition Credit Agreements, including, without limitation, all outstanding principal, accrued and unpaid interest (at the non-default contract rate), fees, costs, expenses, indemnification obligations, and other amounts, aggregating not less than $382,300,000 in principal amount as of the Petition Date ($310,000,000 under the First Lien Credit Agreement and $72,300,000 under the ABL Credit Agreement).
"Pre-Petition Secured Parties" means PSB, in its capacity as administrative agent under the Pre-Petition Credit Agreements, and all lenders from time to time party to the First Lien Credit Agreement and the ABL Credit Agreement, including Hawthorn National Bank and Northland Savings Bank, F.S.B.
"Replacement Liens" shall be synonymous with and have the same meaning as "Adequate Protection Liens."
"Roll-Up" or "Roll-Up Amount" means the $20,000,000 of pre-petition ABL obligations to be rolled into and treated as obligations under the DIP Facility upon effectiveness of the DIP Credit Agreement, as contemplated by the DIP Orders.
"SOFR" means the Secured Overnight Financing Rate as published by the Federal Reserve Bank of New York, or any successor rate.
All other capitalized terms used in this Stipulation and not otherwise defined herein shall have the meanings ascribed to such terms in the DIP Credit Agreement or the Pre-Petition Credit Agreements, as applicable. In the event of any conflict between the definitions set forth in this Section 1 and those contained in the DIP Credit Agreement, the definitions in this Stipulation shall control for purposes of interpreting this Stipulation.
Section 2 — Acknowledgments and Stipulations
2.1 Validity and Enforceability of Pre-Petition Liens.
The Debtor hereby acknowledges, stipulates, and agrees that, as of the Petition Date:
(a) The Pre-Petition Secured Obligations under the First Lien Credit Agreement (in the aggregate outstanding principal amount of $310,000,000) and the ABL Credit Agreement (in the aggregate outstanding drawn amount of $72,300,000) constitute legal, valid, binding, and enforceable obligations of the Debtor, and are not subject to any defense, counterclaim, offset, recoupment, or claim of any kind.
(b) The security interests and liens held by PSB, for the benefit of the Pre-Petition Secured Parties, in and upon the Collateral were, as of the Petition Date, duly granted, valid, properly perfected (whether by the filing of UCC financing statements, the recording of mortgages, the possession or control of collateral, or otherwise), and fully enforceable in accordance with their terms and applicable law, and such security interests and liens are not subject to avoidance, reduction, recharacterization, disallowance, or subordination under any provision of the Bankruptcy Code (including, without limitation, sections 544, 545, 547, 548, 549, or 550 thereof), applicable state law (including the Uniform Commercial Code as enacted in the State of Iowa), or any other applicable non-bankruptcy law.
(c) The Pre-Petition Secured Parties hold valid, perfected, first-priority security interests in and liens upon the Collateral (subject to the split-collateral arrangement between the First Lien Credit Agreement and the ABL Credit Agreement, as described in the Intercreditor Agreement dated as of March 10, 2023), and such security interests and liens were not created or granted in contemplation of the Debtor's insolvency or with intent to hinder, delay, or defraud any creditor of the Debtor.
(d) The Pre-Petition Secured Parties are entitled to the protections of the automatic stay imposed by section 362(a) of the Bankruptcy Code and to receive adequate protection for any diminution in the value of their interests in the Collateral, whether resulting from the Debtor's use, sale, or lease of the Collateral, the granting of DIP Liens, the imposition of the automatic stay, or otherwise.
2.2 Priority of Pre-Petition Liens.
The Debtor further acknowledges and stipulates that the Pre-Petition Secured Parties hold:
(a) First-priority liens on substantially all assets of the Debtor (under the First Lien Credit Agreement), including, without limitation, all equipment, real property, intellectual property (including the ClearGuard XR and related product registrations and trade secrets), general intangibles, and all proceeds thereof; and
(b) First-priority liens on accounts receivable and inventory of the Debtor (under the ABL Credit Agreement), pursuant to the split-collateral arrangement established under the pre-petition Intercreditor Agreement.
No other liens, security interests, or encumbrances are senior to or pari passu with the liens and security interests of the Pre-Petition Secured Parties, except as may be specifically granted under the DIP Orders in favor of the DIP Lenders and except for any valid and perfected liens of carriers, warehousemen, mechanics, materialmen, or other similar statutory liens arising in the ordinary course of business that are senior by operation of applicable non-bankruptcy law and that are disclosed in the Debtor's schedules.
2.3 Consent to Priming.
PSB, on behalf of itself and the Pre-Petition Secured Parties, hereby consents to the priming of the pre-petition liens by the DIP Liens, as authorized by the DIP Orders and the DIP Credit Agreement. Such consent is expressly subject to and conditioned upon:
(i) the Debtor's full and timely compliance with each of the terms, conditions, and obligations set forth in this Stipulation;
(ii) the entry of the Interim DIP Order and the Final DIP Order by the Court in form and substance acceptable to PSB, incorporating the terms of this Stipulation; and
(iii) the continued provision of the adequate protection described in Section 3 of this Stipulation, without interruption or material modification adverse to the interests of the Pre-Petition Secured Parties.
The consent of PSB and the Pre-Petition Secured Parties to the priming of their pre-petition liens shall not constitute a waiver of any other rights, remedies, claims, or defenses of the Pre-Petition Secured Parties under the Bankruptcy Code, the Pre-Petition Credit Agreements, applicable non-bankruptcy law, or otherwise, all of which are expressly reserved except as specifically set forth herein.
2.4 Roll-Up. PSB hereby acknowledges and consents to the Roll-Up of $20,000,000 of pre-petition ABL obligations into the DIP Facility, as contemplated by the DIP Credit Agreement and the DIP Orders. Upon the effectiveness of the Roll-Up, the outstanding pre-petition ABL balance under the ABL Credit Agreement shall be reduced from $72,300,000 to $52,300,000. The rolled-up obligations shall thereupon constitute DIP Obligations (as defined in the DIP Credit Agreement) and shall be secured by the DIP Liens on the same basis and with the same priority as all other DIP Obligations. PSB's consent to the Roll-Up is conditioned upon the Roll-Up being effectuated in accordance with the DIP Credit Agreement and the DIP Orders, and PSB reserves all rights with respect to the remaining $52,300,000 of pre-petition ABL obligations and the $310,000,000 of pre-petition First Lien Term Loan obligations.
Section 3 — Adequate Protection
As adequate protection of the Pre-Petition Secured Parties' interests in the Collateral, and in consideration of the priming of the pre-petition liens by the DIP Liens and the Debtor's use of Cash Collateral, the following adequate protection is hereby granted to PSB and the Pre-Petition Secured Parties:
3(a) Replacement Liens (Adequate Protection Liens).
Effective as of the Petition Date, and without the necessity of the execution, filing, or recording of any financing statements, security agreements, mortgages, deeds of trust, or other documents (which filing or recording PSB may nevertheless undertake in its discretion, and with which the Debtor shall reasonably cooperate), the Pre-Petition Secured Parties are hereby granted valid, binding, enforceable, non-avoidable, and automatically perfected replacement liens and security interests (the "Adequate Protection Liens" or "Replacement Liens") on all DIP Collateral, which shall include, without limitation:
(i) All pre-petition Collateral, to the same extent, with the same validity, and in the same types and items of property as the pre-petition liens held by the Pre-Petition Secured Parties as of the Petition Date;
(ii) All assets of the Debtor and the Debtor's estate acquired after the Petition Date, including, without limitation, all post-petition accounts receivable, inventory, equipment, deposit accounts, cash and cash equivalents, general intangibles, and other property of whatever kind or nature; and
(iii) All proceeds, products, rents, profits, offspring, and accessions of or to any of the foregoing.
The Adequate Protection Liens shall have the following priority:
(i) The Adequate Protection Liens shall be junior and subordinate to the DIP Liens in all respects;
(ii) The Adequate Protection Liens shall be junior and subordinate to the Carve-Out (in the aggregate post-trigger amount of $3,000,000, consisting of $2,500,000 for allowed fees and expenses of estate professionals and $500,000 for fees payable to the United States Trustee and the Clerk of the Court);
(iii) The Adequate Protection Liens shall be senior to all other liens, claims, security interests, and encumbrances of every kind and nature, whether arising before or after the Petition Date, other than (A) any valid, perfected liens existing as of the Petition Date that are senior to or pari passu with the pre-petition liens, if any, and (B) permitted liens as defined in the DIP Credit Agreement.
No filing of UCC financing statements, mortgages, deeds of trust, notices of lien, or any other perfection documents shall be required in order for the Adequate Protection Liens to be valid and perfected; provided, however, that PSB may, in its sole discretion, file or record any such documents, and the Debtor shall cooperate with PSB and execute any documents reasonably requested by PSB in connection therewith. The Debtor hereby authorizes and directs any filing office or recording office to accept any such filings or recordings without further action by the Debtor.
3(b) Superpriority Administrative Expense Claim.
Effective as of the Petition Date, the Pre-Petition Secured Parties are hereby granted an allowed superpriority administrative expense claim under section 507(b) of the Bankruptcy Code (the "Adequate Protection Superpriority Claim") against the Debtor and the Debtor's estate, to the extent of any diminution in the value of the Pre-Petition Secured Parties' interests in the Collateral from and after the Petition Date, whether such diminution results from the Debtor's use, sale, or lease of the Collateral, the granting of the DIP Liens, the imposition of the automatic stay, depreciation, the passage of time, or any other cause.
The Adequate Protection Superpriority Claim shall have the following priority:
(i) The Adequate Protection Superpriority Claim shall be junior and subordinate to the DIP Superpriority Claim (the superpriority administrative expense claim of the DIP Lenders under section 364(c)(1) of the Bankruptcy Code);
(ii) The Adequate Protection Superpriority Claim shall be junior and subordinate to the Carve-Out; and
(iii) The Adequate Protection Superpriority Claim shall be senior to all other administrative expense claims of every kind and nature, whether arising under sections 503(b), 507(a)(2), or any other provision of the Bankruptcy Code, and senior to all unsecured claims and all other claims against the Debtor or the Debtor's estate.
3(c) Current-Pay Interest.
As further adequate protection, the Debtor shall pay current-pay interest to PSB, for the benefit of the Pre-Petition Secured Parties, at the non-default contract rate as follows:
(i) First Lien Term Loan: Interest at the rate of SOFR plus 450 basis points per annum on the outstanding principal amount of $310,000,000.
(ii) ABL Revolver: Interest at the rate of SOFR plus 275 basis points per annum on the outstanding drawn balance of the ABL Revolver, which shall initially be $72,300,000 and, following the effectiveness of the Roll-Up, shall be $52,300,000.
All adequate protection interest payments shall be made monthly, in arrears, on the first business day of each calendar month. The first adequate protection interest payment shall be due and payable on the first business day of July 2025 and shall cover the period from the Petition Date (May 15, 2025) through June 30, 2025. All interest calculations shall be computed on the basis of actual days elapsed over a 360-day year (a convention of twelve 30-day months).
The payment of adequate protection interest hereunder is subject to the DIP Budget (as defined in the DIP Credit Agreement) and shall be included as a specific line item in the Debtor's approved 13-week cash flow budget, reflected in the "Debt Service / Adequate Protection" line of the DIP Budget. The Debtor shall ensure that sufficient funds are available from operations and/or DIP Facility draws to make all adequate protection interest payments when due.
For the avoidance of doubt, the adequate protection interest payments provided for in this Section 3(c) are in respect of the non-default contract rate only and do not include default-rate interest, late charges, or any other amounts that may be owing under the Pre-Petition Credit Agreements. The Pre-Petition Secured Parties expressly reserve all rights to seek payment of default-rate interest, post-petition interest, fees, costs, and expenses to the extent they are oversecured pursuant to section 506(b) of the Bankruptcy Code.
3(d) Monthly Reporting.
As further adequate protection, the Debtor shall provide to PSB (and to PSB's counsel) on a monthly basis, and at such other times as specified below, the following reports and information:
(i) Monthly Unaudited Financial Statements. The Debtor shall deliver complete monthly unaudited financial statements, consisting of a balance sheet, income statement (statement of operations), and statement of cash flows, prepared in accordance with generally accepted accounting principles applied on a basis consistent with the Debtor's historical accounting practices, to be delivered no later than thirty (30) calendar days after the end of each calendar month.
(ii) Budget-to-Actual Variance Reports. The Debtor shall deliver monthly budget-to-actual variance reports, in the same format and with the same line-item detail as the DIP Budget, reflecting actual results versus budgeted amounts for each line item for the applicable reporting period, with narrative explanations for all material variances (defined as variances exceeding 10% of the budgeted amount for any individual line item or 5% in the aggregate).
(iii) Borrowing Base Certificates. To the extent that the DIP Facility includes a borrowing base component, the Debtor shall deliver monthly borrowing base certificates, including detailed accounts receivable aging schedules, inventory reports (broken down by category, location, and eligibility status), and eligible collateral calculations. Such borrowing base certificates shall be prepared in coordination with Bellwether Valuation Services Inc. (Gregory Pineda, Senior Managing Director), the Debtor's independent collateral appraiser.
(iv) DIP Reporting. The Debtor shall deliver to PSB copies of all reports, budgets, variance analyses, financial projections, and other financial information delivered to the DIP Agent under the DIP Credit Agreement, simultaneously with the delivery thereof to the DIP Agent.
(v) Default Notices. The Debtor shall promptly deliver to PSB copies of any notices of default, events of default, acceleration notices, or notices of material adverse changes delivered to or by the Debtor under the DIP Credit Agreement.
(vi) Access to Personnel. The Debtor shall provide PSB and its professional advisors with reasonable access (during normal business hours and upon reasonable advance notice) to the personnel of the Debtor and the Debtor's financial advisor, Claridge Advisory Group LLC (Nolan Ashworth, Managing Director), for the purpose of making reasonable inquiries regarding the Debtor's business, financial condition, operations, and prospects, and the status and condition of the Collateral.
(vii) DIP Amendments. The Debtor shall provide PSB with written notice of any proposed amendment, modification, supplement, or waiver of the DIP Credit Agreement or the DIP Orders at least five (5) business days prior to any such amendment, modification, supplement, or waiver becoming effective, together with copies of all proposed documentation in connection therewith. PSB shall have the right to object to any such proposed amendment, modification, supplement, or waiver that adversely affects the interests of the Pre-Petition Secured Parties.
3(e) Insurance. As further adequate protection, the Debtor shall maintain all existing insurance policies in full force and effect throughout the pendency of the Chapter 11 Case, including, without limitation:
(i) Directors' and Officers' Liability Insurance. The Debtor shall maintain its current directors' and officers' liability insurance policy, Policy No. SIG-DO-2024-07821, issued by Stonebridge Insurance Group Ltd., providing coverage with an aggregate limit of $15,000,000, and shall not cancel, reduce, or allow such policy to lapse without the prior written consent of PSB.
(ii) Property, Casualty, and Business Interruption Insurance. The Debtor shall maintain property, casualty, and business interruption insurance covering all of the Debtor's manufacturing facilities (located in Cedar Falls, Iowa; Decatur, Illinois; and Jonesboro, Arkansas) and the Debtor's research and development farm (located in Ames, Iowa) in amounts and with coverages no less favorable than those in effect as of the Petition Date.
(iii) General Liability and Environmental Insurance. The Debtor shall maintain general liability insurance and environmental liability insurance as required under applicable law and as required under the terms of the Pre-Petition Credit Agreements, in amounts and with coverages no less favorable than those in effect as of the Petition Date.
PSB and the Pre-Petition Secured Parties shall be named as additional insureds and loss payees, as applicable, on all such insurance policies. The Debtor shall deliver evidence of such insurance coverage (including certificates of insurance and endorsements reflecting loss payee and additional insured status) to PSB promptly upon request and, in any event, within fifteen (15) calendar days of the entry of the Interim DIP Order.
3(f) Preservation of Collateral.
As further adequate protection, the Debtor shall maintain and preserve the Collateral in good condition and repair, reasonable wear and tear excepted, and shall take all actions reasonably necessary to protect and preserve the value of the Collateral. Without limiting the generality of the foregoing:
(i) The Debtor shall not sell, transfer, lease, license, assign, pledge, encumber, or otherwise dispose of any Collateral outside the ordinary course of business without the prior written consent of PSB and the DIP Agent, except as expressly authorized by the DIP Orders or by further order of the Court.
(ii) The Debtor shall continue to operate its three manufacturing plants (Cedar Falls, Iowa; Decatur, Illinois; and Jonesboro, Arkansas) and its fourteen (14) regional distribution centers in the ordinary course, and shall not idle, permanently close, abandon, or materially reduce operations at any such facility without providing at least fifteen (15) calendar days' prior written notice to PSB and the DIP Agent.
(iii) The Debtor shall comply with all applicable environmental laws, health and safety regulations, and permits relating to the Collateral, including, without limitation, all EPA registrations and state pesticide registrations applicable to the Debtor's product lines.
(iv) The Debtor shall pay all taxes, assessments, and governmental charges relating to the Collateral as and when due (or shall contest the same in good faith by appropriate proceedings with adequate reserves established therefor).
Section 4 — DIP Budget Compliance
The Debtor shall comply at all times with the approved 13-week DIP Budget (initially covering the period from May 15, 2025, through August 13, 2025), as the same may be updated, revised, or extended with DIP Lender approval in four-week increments in accordance with the DIP Credit Agreement.
For purposes of adequate protection, PSB shall have the right to monitor compliance with the financial covenants set forth in the DIP Credit Agreement, including, without limitation, the following:
(a) Minimum Liquidity. The Debtor shall maintain Minimum Liquidity (defined as the sum of unrestricted cash and cash equivalents plus unused availability under the DIP Facility) of not less than $15,000,000 at all times, tested on a daily basis.
(b) Maximum Cumulative Variance to Budget. Actual disbursements of the Debtor shall not exceed budgeted disbursements (as set forth in the approved DIP Budget) by more than fifteen percent (15%) on a rolling four-week basis, tested on a weekly basis as of the close of business each Friday.
(c) Minimum EBITDA. The Debtor's Adjusted EBITDA (as defined in the DIP Credit Agreement) shall not be less than negative $5,000,000 for any rolling four-week period.
A breach by the Debtor of any financial covenant under the DIP Credit Agreement, as described above or otherwise, shall constitute a breach of this Stipulation and shall entitle PSB to exercise the remedies set forth in Section 8 of this Stipulation.
Section 5 — Milestones
The Debtor shall comply with the following case milestones, which are consistent with the milestones set forth in the DIP Credit Agreement:
(a) Entry of Interim DIP Order. The Court shall have entered the Interim DIP Order no later than May 22, 2025 (the date that is five (5) business days after the Petition Date).
(b) Entry of Final DIP Order. The Court shall have entered the Final DIP Order no later than June 19, 2025 (the date that is thirty-five (35) calendar days after the Petition Date).
(c) Filing of Plan or Sale Motion. The Debtor shall have filed either (i) a plan of reorganization (and related disclosure statement) or (ii) a motion seeking approval of a sale of substantially all of the Debtor's assets pursuant to section 363 of the Bankruptcy Code, no later than October 12, 2025 (the date that is one hundred fifty (150) calendar days after the Petition Date).
(d) Confirmation or Sale Closing. The Court shall have entered an order either (i) confirming the Debtor's plan of reorganization or (ii) approving the sale of substantially all of the Debtor's assets pursuant to section 363 of the Bankruptcy Code, and such sale shall have closed, no later than February 8, 2026 (the date that is two hundred seventy (270) calendar days after the Petition Date).
Failure by the Debtor to comply with any milestone set forth in this Section 5 within the time period specified (as the same may be extended with the prior written consent of PSB and the DIP Agent, or by order of the Court upon motion of the Debtor and after notice and an opportunity for hearing) shall constitute a breach of this Stipulation. Upon any such breach, PSB shall be entitled to seek relief from the automatic stay pursuant to section 362(d) of the Bankruptcy Code, or such other appropriate relief from the Court as may be warranted under the circumstances, subject to the notice requirements set forth in Section 8 of this Stipulation.
Section 6 — Reservation of Rights
6.1 Pre-Petition Secured Parties' Reservation.
Nothing in this Stipulation shall be deemed or construed to constitute a waiver, release, or relinquishment by PSB or any of the Pre-Petition Secured Parties of any rights, remedies, claims, or defenses, whether arising under the Pre-Petition Credit Agreements, the Bankruptcy Code, applicable non-bankruptcy law, or otherwise, except as expressly provided herein. Without limiting the foregoing, PSB and the Pre-Petition Secured Parties expressly reserve:
(a) All rights and remedies under the Pre-Petition Credit Agreements (including, without limitation, the right to assert Events of Default thereunder), the Bankruptcy Code, and applicable non-bankruptcy law, to the fullest extent not expressly waived herein.
(b) The right to seek additional or modified adequate protection from the Court at any time if the adequate protection provided herein proves insufficient to protect the Pre-Petition Secured Parties' interests in the Collateral, pursuant to sections 361 and 363(e) of the Bankruptcy Code.
(c) The right to object to any plan of reorganization, disclosure statement, or motion for approval of a sale under section 363 of the Bankruptcy Code that does not provide for the indefeasible payment in full, in cash, of all Pre-Petition Secured Obligations, or that otherwise impairs the rights of the Pre-Petition Secured Parties in a manner not consented to by PSB.
(d) The right to credit bid all or any portion of the Pre-Petition Secured Obligations in connection with any sale of the Collateral, whether pursuant to section 363 of the Bankruptcy Code, a plan of reorganization, or otherwise, in accordance with section 363(k) of the Bankruptcy Code, subject to any applicable limitations imposed by the Court.
(e) Any and all claims for post-petition interest, fees, costs, charges, and expenses (including, without limitation, attorneys' fees and financial advisory fees) as permitted under section 506(b) of the Bankruptcy Code to the extent that the Pre-Petition Secured Parties are oversecured.
(f) The right to seek relief from the automatic stay under section 362(d) of the Bankruptcy Code for cause, including, without limitation, the failure of adequate protection, a decline in the value of the Collateral, or a lack of equity in the Collateral combined with a showing that such property is not necessary to an effective reorganization.
6.2 Debtor's Reservation.
Nothing in this Stipulation shall be deemed or construed to constitute a waiver, release, or relinquishment by the Debtor of any rights, remedies, claims, or defenses, whether arising under the Bankruptcy Code or applicable non-bankruptcy law, except as expressly provided herein. Without limiting the foregoing, the Debtor expressly reserves:
(a) The right to challenge the amount, validity, extent, perfection, or priority of any pre-petition claim or lien, provided, however, that such reservation is subject to the stipulations set forth in Section 2 of this Stipulation, which stipulations are binding on the Debtor as provided herein.
(b) All rights under the Bankruptcy Code or applicable law not expressly waived in this Stipulation.
Notwithstanding the foregoing, the Debtor's stipulations in Section 2 of this Stipulation regarding the validity, binding effect, enforceability, perfection, and priority of the Pre-Petition Secured Obligations and the pre-petition liens are binding on the Debtor. Such stipulations are, however, subject to the right of any party in interest with standing (including any official committee of unsecured creditors appointed in the Chapter 11 Case) to investigate and, if appropriate, commence a challenge to such stipulations within seventy-five (75) days after entry of the Final DIP Order (the "Challenge Period"). If the Final DIP Order is entered on June 19, 2025, the Challenge Period would expire on or about September 2, 2025.
6.3 Committee Challenge Rights.
Notwithstanding anything contained in this Stipulation to the contrary, any official committee of unsecured creditors appointed in the Chapter 11 Case (once appointed, which committee is anticipated to retain Archer Grayson & Cole LLP (Franklin Desmond, Partner) as its counsel) shall have standing to investigate and, if warranted, commence an adversary proceeding or contested matter challenging the stipulations set forth in Section 2 of this Stipulation regarding the validity, enforceability, perfection, priority, or extent of the Pre-Petition Secured Obligations and/or the pre-petition liens. Any such challenge must be commenced by the filing of a complaint or motion on or before the expiration of the Challenge Period (seventy-five (75) days after entry of the Final DIP Order, i.e., on or about September 2, 2025, assuming entry of the Final DIP Order on June 19, 2025).
If no challenge is timely commenced and properly served within the Challenge Period, the stipulations set forth in Section 2 of this Stipulation shall become final and binding on the Debtor, the Debtor's estate, any official committee of unsecured creditors, and all other parties in interest in the Chapter 11 Case, and no party shall thereafter be permitted to challenge the validity, enforceability, perfection, priority, or extent of the Pre-Petition Secured Obligations or the pre-petition liens for any purpose.
Section 7 — Termination Events
The adequate protection provided in this Stipulation shall terminate and be of no further force and effect upon the earliest to occur of:
(a) The indefeasible payment in full, in cash, of all Pre-Petition Secured Obligations (including all outstanding principal, accrued and unpaid interest, fees, costs, expenses, and other amounts owing under or in connection with the Pre-Petition Credit Agreements);
(b) The entry of an order of the Court converting the Chapter 11 Case to a case under Chapter 7 of the Bankruptcy Code; provided, however, that in the event of any such conversion, the Adequate Protection Liens and the Adequate Protection Superpriority Claim shall continue in full force and effect and shall be binding on any Chapter 7 trustee and the Chapter 7 estate;
(c) The entry of an order of the Court dismissing the Chapter 11 Case; provided, however, that in the event of any such dismissal, the Adequate Protection Liens and the Adequate Protection Superpriority Claim shall survive dismissal of the Chapter 11 Case and shall remain valid and enforceable against the Debtor and the Debtor's property; or
(d) The effective date of a confirmed plan of reorganization that provides for the treatment of the Pre-Petition Secured Obligations in accordance with the Bankruptcy Code and the terms of this Stipulation.
Notwithstanding anything in this Section 7 to the contrary, the Adequate Protection Liens and the Adequate Protection Superpriority Claim shall survive the termination of this Stipulation (whether by the occurrence of a termination event described above or otherwise) and shall remain in full force and effect until such time as the Pre-Petition Secured Obligations have been indefeasibly paid in full, in cash, and all commitments under the Pre-Petition Credit Agreements have been terminated.
Section 8 — Events of Default; Remedies
An event of default under this Stipulation (each, a "Stipulation Default") shall be deemed to have occurred upon the occurrence of any of the following:
(a) The failure by the Debtor to make any adequate protection interest payment required under Section 3(c) within three (3) business days after the date on which such payment is due;
(b) The failure by the Debtor to deliver any report or information required under Section 3(d) within ten (10) business days after the applicable deadline for such delivery;
(c) A breach by the Debtor of any financial covenant under the DIP Credit Agreement, as described in Section 4 of this Stipulation or otherwise;
(d) The failure by the Debtor to satisfy any milestone set forth in Section 5 of this Stipulation within the time period specified therein (as the same may be extended in accordance with Section 5);
(e) The occurrence and continuation of an Event of Default under the DIP Credit Agreement (as such term is defined therein), which has not been cured or waived in accordance with the terms of the DIP Credit Agreement;
(f) The entry of an order of the Court granting relief from the automatic stay to any other creditor with respect to any material item or category of Collateral (with materiality to be determined by reference to the value of the Collateral affected, a threshold of $2,500,000 or more in value being deemed material for this purpose);
(g) Any material misrepresentation, inaccuracy, or omission in any certificate, report, financial statement, or other document delivered by the Debtor pursuant to this Stipulation that was materially inaccurate as of the date made or delivered and that has not been corrected within ten (10) business days after the Debtor becomes aware of such misrepresentation, inaccuracy, or omission; and
(h) Any breach by the Debtor of the insurance or collateral preservation covenants set forth in Sections 3(e) and 3(f) of this Stipulation that remains uncured for five (5) business days after written notice thereof from PSB.
Upon the occurrence and during the continuance of a Stipulation Default, PSB may, upon five (5) business days' prior written notice (the "Default Notice Period") to the Debtor (and its counsel at Calderwood & Harkness LLP), the DIP Agent (and its counsel at Harmon & Keach LLP), the United States Trustee for Region 12, Northern District of Iowa, and counsel to any official committee of unsecured creditors then appointed in the Chapter 11 Case:
(i) File a motion with the Court seeking modification of the automatic stay imposed by section 362(a) of the Bankruptcy Code, including, without limitation, a request for relief from the automatic stay to permit PSB and the Pre-Petition Secured Parties to exercise their rights and remedies with respect to the Collateral;
(ii) File a motion with the Court seeking additional, modified, or supplemental adequate protection;
(iii) Exercise any and all other rights and remedies available to PSB and the Pre-Petition Secured Parties under the Bankruptcy Code, the Pre-Petition Credit Agreements, this Stipulation, the DIP Orders, or applicable non-bankruptcy law.
The five-business-day Default Notice Period shall not apply and shall not be required in the event of: (A) the conversion of the Chapter 11 Case to a case under Chapter 7 of the Bankruptcy Code, or (B) the filing of a motion by any party in interest to dismiss the Chapter 11 Case. In such circumstances, PSB may seek relief from the Court immediately and without prior notice to the Debtor or any other party.
Nothing in this Section 8 shall limit or impair the right of PSB or any Pre-Petition Secured Party to appear and be heard in the Chapter 11 Case on any matter affecting its rights and interests.
Section 9 — No Waiver of Automatic Stay
Nothing in this Stipulation shall be deemed or construed to modify, limit, waive, terminate, or otherwise affect the automatic stay imposed by section 362(a) of the Bankruptcy Code, except as expressly provided in the DIP Orders entered by the Court. The provisions of this Stipulation are subject in all respects to the automatic stay, and nothing herein shall authorize PSB or any Pre-Petition Secured Party to take any action that would violate the automatic stay without first obtaining appropriate relief from the Court.
Section 10 — Binding Effect
This Stipulation shall be binding upon and inure to the benefit of the following parties and their respective successors and assigns:
(a) The Debtor and its successors and assigns, including, without limitation, any trustee appointed in the Chapter 11 Case or in any case under Chapter 7 of the Bankruptcy Code arising from the conversion of the Chapter 11 Case, any examiner with expanded powers, and any other fiduciary appointed to administer the Debtor's estate;
(b) PSB and the Pre-Petition Secured Parties (and their respective successors and assigns, including any assignee or transferee of any interest in the Pre-Petition Secured Obligations or any portion thereof); and
(c) The DIP Agent and the DIP Lenders, to the extent that their rights and obligations are addressed or affected by the terms of this Stipulation.
Upon entry of an order of the Court approving this Stipulation (whether as part of the DIP Orders or by separate order), this Stipulation shall be binding on all parties in interest in the Chapter 11 Case, subject to the Challenge Period and the committee challenge rights set forth in Section 6.3 of this Stipulation.
Section 11 — Incorporation into DIP Orders
The parties hereto respectfully request that the Court incorporate the terms and conditions of this Stipulation, in their entirety, into both the Interim DIP Order (targeted for entry on or about May 22, 2025) and the Final DIP Order (targeted for entry on or about June 19, 2025). The incorporation of this Stipulation into the DIP Orders shall give this Stipulation the full force and effect of an order of the Court.
To the extent of any inconsistency or conflict between the terms of this Stipulation and the terms of the DIP Orders, the DIP Orders shall control and govern. To the extent of any inconsistency or conflict between the terms of this Stipulation and the terms of the DIP Credit Agreement, the DIP Orders shall control, and, as between this Stipulation and the DIP Credit Agreement, this Stipulation shall control to the extent approved by the Court.
Section 12 — Intercreditor Agreement
The respective rights, obligations, and priorities of PSB (as Pre-Petition First Lien Agent) and the DIP Agent with respect to, among other things, lien priority, application of proceeds, payment waterfall, standstill periods, and exercise of remedies shall be further governed by that certain Intercreditor Agreement between Ironclad Capital Partners LP, as DIP Administrative Agent, and Prairie State Bank, National Association, as Pre-Petition First Lien Agent (the "DIP Intercreditor Agreement"), entered into concurrently herewith. The DIP Intercreditor Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to conflict-of-laws principles. In the event of any inconsistency between this Stipulation and the DIP Intercreditor Agreement, the DIP Orders shall control.
Section 13 — Governing Law
This Stipulation shall be governed by and construed in accordance with the laws of the State of Iowa and the Bankruptcy Code, except to the extent preempted by federal law. The Court shall retain exclusive jurisdiction over all matters arising from or related to the implementation, interpretation, enforcement, and performance of this Stipulation, and the parties hereto consent to the jurisdiction of the Court for all such purposes.
Section 14 — Notices
All notices, requests, demands, consents, and other communications required or permitted under this Stipulation shall be in writing and shall be deemed duly given and effective when delivered by hand, by nationally recognized overnight courier service, by electronic mail (with confirmation of receipt), or by first-class United States mail (postage prepaid, certified or registered, return receipt requested), to the following addresses (or to such other address as a party may designate by notice given in accordance with this Section 14):
To the Debtor:
Greenfield Agricultural Partners LLC 1400 Prairie Ridge Drive Cedar Falls, Iowa 50613
Attention: Monica Huang, General Counsel & Secretary
Email: mhuang@greenfieldag.com
with a copy (which shall not constitute notice) to: