consent-letter-prairie-state.docx

1020-00002 · Client 1020 · Transaction Documents/Adequate Protection

consent-letter-prairie-state.docx DOCUMENT Finance & Banking

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PRAIRIE STATE BANK, NATIONAL ASSOCIATION 500 Main Street, Suite 1200 Kansas City, Missouri 64105 Telephone: (816) 555-4200 Facsimile: (816) 555-4201

May 20, 2025

Nathaniel Bower, Esq. Partner Calderwood & Harkness LLP 450 Park Avenue New York, New York 10022

With a copy to:

Calderwood & Harkness LLP Iowa Office 801 Grand Avenue, Suite 3300 Des Moines, Iowa 50309

Re: Consent of Prairie State Bank, National Association, as Administrative Agent under the First Lien Credit Agreement and the ABL Credit Agreement, to Priming of Pre-Petition Liens in Connection with the Debtor-in-Possession Credit Facility — In re Greenfield Agricultural Partners LLC, Case No. 25-01147 (U.S. Bankruptcy Court for the Northern District of Iowa, Cedar Rapids Division)

Dear Mr. Bower:

Reference is hereby made to Prairie State Bank, National Association ("PSB" or the "Pre-Petition Agent"), acting in its capacity as administrative agent under (a) that certain First Lien Credit Agreement, dated as of November 12, 2021 (as amended, restated, supplemented, or otherwise modified from time to time prior to the Petition Date, the "First Lien Credit Agreement"), among Greenfield Agricultural Partners LLC, an Iowa limited liability company (the "Borrower" or the "Debtor"), the lenders from time to time party thereto (collectively, the "First Lien Lenders"), and PSB, in its capacity as administrative agent and collateral agent for the First Lien Lenders, pursuant to which a first lien term loan in the original principal amount of Three Hundred Fifty Million Dollars ($350,000,000) was extended to the Borrower, of which Three Hundred Ten Million Dollars ($310,000,000) remains outstanding as of the date hereof (the "First Lien Term Loan"); and (b) that certain ABL Credit Agreement, dated as of March 8, 2023 (as amended, restated, supplemented, or otherwise modified from time to time prior to the Petition Date, the "ABL Credit Agreement"), among the Borrower, the lenders from time to time party thereto, including Hawthorn National Bank and Northland Savings Bank, F.S.B., as participating lenders (collectively, the "ABL Lenders"), and PSB, in its capacity as administrative agent for the ABL Lenders, pursuant to which a committed asset-based revolving credit facility in the aggregate amount of Ninety-Five Million Dollars ($95,000,000) was made available to the Borrower (the "ABL Revolver"), of which Seventy-Two Million Three Hundred Thousand Dollars ($72,300,000) is currently drawn and outstanding. The First Lien Credit Agreement and the ABL Credit Agreement are referred to herein collectively as the "Pre-Petition Credit Agreements," and the First Lien Lenders and the ABL Lenders are referred to herein collectively as the "Pre-Petition Secured Lenders."

The First Lien Term Loan bears interest at a rate per annum equal to the Secured Overnight Financing Rate ("SOFR") plus 450 basis points and is scheduled to mature in November 2026. The ABL Revolver bears interest at a rate per annum equal to SOFR plus 275 basis points and is scheduled to mature in May 2026. Pursuant to the terms of the Pre-Petition Credit Agreements and the related security documents, PSB holds, for the benefit of the Pre-Petition Secured Lenders, duly perfected first-priority security interests in and liens upon substantially all assets of the Borrower under the First Lien Credit Agreement, and duly perfected first-priority security interests in and liens upon all receivables, inventory, and related proceeds of the Borrower under the ABL Credit Agreement, in each case pursuant to a split-collateral structure as contemplated by the Pre-Petition Credit Agreements and the related intercreditor arrangements.

On May 15, 2025 (the "Petition Date"), the Borrower filed a voluntary petition for relief under Chapter 11 of Title 11 of the United States Code, 11 U.S.C. §§ 101 et seq. (as amended, the "Bankruptcy Code"), initiating Case No. 25-01147 before the Honorable Margaret R. Dunleavy in the United States Bankruptcy Court for the Northern District of Iowa, Cedar Rapids Division (the "Bankruptcy Court"), and continues to operate its business and manage its properties as a debtor in possession pursuant to Sections 1107(a) and 1108 of the Bankruptcy Code.

PSB has been advised that the Debtor has entered into a commitment for a Senior Secured Superpriority Debtor-in-Possession Credit Facility in the aggregate principal amount of One Hundred Seventy-Five Million Dollars ($175,000,000) (the "DIP Facility"), to be provided pursuant to the terms of that certain Senior Secured Superpriority Debtor-in-Possession Credit Agreement (the "DIP Credit Agreement"), among the Borrower, as borrower, Ironclad Capital Partners LP ("Ironclad"), as administrative agent (in such capacity, the "DIP Agent"), Meridian Trust Company, as collateral agent (in such capacity, the "DIP Collateral Agent"), and Ironclad, Ridgeline Opportunity Fund III LP ("Ridgeline"), and Bramblewood Credit Advisors LLC ("Bramblewood"), as lenders (collectively, the "DIP Lenders"). PSB has further been advised that the Debtor has filed or intends to file an Emergency Motion for Entry of Interim and Final Orders (I) Authorizing the Debtor to Obtain Post-Petition Financing, (II) Authorizing the Use of Cash Collateral, (III) Granting Liens and Providing Superpriority Administrative Expense Status, (IV) Granting Adequate Protection, and (V) Scheduling a Final Hearing (the "DIP Motion") with the Bankruptcy Court.

In light of the foregoing, PSB hereby delivers this consent letter on the terms and subject to the conditions set forth below.

1. Consent to Priming

PSB, as Pre-Petition Agent, acting on behalf of itself and the Pre-Petition Secured Lenders under the First Lien Credit Agreement and the ABL Credit Agreement, hereby consents, subject to the conditions set forth in Section 3 of this letter, to each of the following:

(a) The granting of priming liens under Section 364(d) of the Bankruptcy Code on all pre-petition collateral securing the obligations under the Pre-Petition Credit Agreements (collectively, the "Pre-Petition Collateral") in favor of the DIP Collateral Agent (Meridian Trust Company), for the benefit of the DIP Lenders, securing all obligations arising under or in connection with the DIP Facility (the "DIP Obligations"), which priming liens shall be senior in priority to all existing liens of PSB and the Pre-Petition Secured Lenders on the Pre-Petition Collateral;

(b) The granting of first-priority liens under Section 364(c)(2) of the Bankruptcy Code on all property of the Debtor's estate that was not encumbered as of the Petition Date (the "Previously Unencumbered Assets"), and junior liens under Section 364(c)(3) of the Bankruptcy Code on all Pre-Petition Collateral (to the extent not already subject to priming liens under clause (a) above), in each case in favor of the DIP Collateral Agent for the benefit of the DIP Lenders, securing the DIP Obligations; and

(c) The granting of superpriority administrative expense claims to the DIP Lenders under Section 364(c)(1) of the Bankruptcy Code, which superpriority administrative expense claims (the "DIP Superpriority Claims") shall have priority over all other administrative expense claims and unsecured claims against the Debtor and the Debtor's estate, including, without limitation, priority over the claims of PSB and the Pre-Petition Secured Lenders arising under Section 507(b) of the Bankruptcy Code.

This consent is expressly conditional upon the satisfaction, in full, of each of the conditions set forth in Section 3 below. For the avoidance of doubt, this consent extends only to the specific priming, subordination, and superpriority described in clauses (a), (b), and (c) of this Section 1 and does not extend to any other form of priming, subordination, or impairment of the liens, claims, or rights of PSB or the Pre-Petition Secured Lenders except as expressly set forth herein.

2. Acknowledgment of DIP Facility Terms

PSB acknowledges that it has reviewed the principal terms and conditions of the DIP Facility as set forth in the draft term sheet and the draft DIP Credit Agreement circulated by counsel to the DIP Agent. Based on its review, PSB acknowledges the following summary of the material terms of the DIP Facility:

(a) Facility Size. The DIP Facility consists of a senior secured superpriority revolving credit facility in the aggregate principal amount of One Hundred Seventy-Five Million Dollars ($175,000,000).

(b) Lender Commitments. The commitments under the DIP Facility are allocated among the DIP Lenders as follows:

(i) Ironclad Capital Partners LP: $100,000,000 (approximately 57.14% of total commitments);

(ii) Ridgeline Opportunity Fund III LP: $50,000,000 (approximately 28.57% of total commitments); and

(iii) Bramblewood Credit Advisors LLC: $25,000,000 (approximately 14.29% of total commitments).

(c) Interest Rate. Borrowings under the DIP Facility bear interest at a rate per annum equal to SOFR plus 850 basis points, subject to a SOFR floor of 4.00%, resulting in a minimum all-in interest rate of 12.50% per annum. Default interest of an additional 2.00% per annum applies during the continuance of an Event of Default under the DIP Credit Agreement.

(d) Closing Fee. A closing fee equal to 2.00% of total commitments under the DIP Facility, in the amount of Three Million Five Hundred Thousand Dollars ($3,500,000), payable upon the initial funding of the DIP Facility.

(e) Exit Fee. An exit fee equal to 1.00% of aggregate commitments under the DIP Facility, in the amount of One Million Seven Hundred Fifty Thousand Dollars ($1,750,000), payable upon the termination of the DIP Facility.

(f) Unused Line Fee. An unused commitment fee of 0.50% per annum on the average daily undrawn portion of the commitments under the DIP Facility, payable quarterly in arrears.

(g) Interim Draw. Up to Eighty Million Dollars ($80,000,000) of the aggregate commitments under the DIP Facility shall be available for borrowing upon entry of the Interim DIP Order by the Bankruptcy Court.

(h) Final Draw. The remaining Ninety-Five Million Dollars ($95,000,000) of aggregate commitments shall become available for borrowing upon entry of the Final DIP Order by the Bankruptcy Court.

(i) Maturity. The DIP Facility shall mature and all outstanding obligations thereunder shall become due and payable in full on the earliest to occur of: (i) twelve (12) months from the Petition Date (i.e., May 15, 2026); (ii) the effective date of a confirmed plan of reorganization or liquidation in the 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 occurrence of an Event of Default under the DIP Credit Agreement that has not been cured or waived within any applicable cure period.

(j) Financial Covenants. The DIP Credit Agreement includes the following financial covenants applicable to the Debtor: (i) maintenance of minimum liquidity (defined as unrestricted cash plus available borrowing capacity under the DIP Facility) of not less than Fifteen Million Dollars ($15,000,000) at all times; (ii) maximum cumulative variance to the DIP budget of 15%, measured on a rolling four-week basis, tested weekly; and (iii) minimum EBITDA (as defined in the DIP Credit Agreement) of not less than negative Five Million Dollars (-$5,000,000) for any rolling four-week period.

(k) Milestones. The DIP Credit Agreement requires compliance with the following case milestones: (i) entry of the Interim DIP Order no later than May 22, 2025; (ii) entry of the Final DIP Order no later than June 19, 2025; (iii) the filing of a plan of reorganization or a motion to sell substantially all of the Debtor's assets under Section 363 of the Bankruptcy Code no later than October 12, 2025; and (iv) confirmation of a plan of reorganization or closing of a Section 363 sale no later than February 8, 2026.

(l) Professional Fee Carve-Out. The DIP Orders shall include a carve-out (the "Carve-Out") providing for the payment, following the occurrence of a Carve-Out Trigger Notice (as defined in the DIP Credit Agreement), of (i) up to Two Million Five Hundred Thousand Dollars ($2,500,000) for allowed and unpaid fees and expenses of estate professionals retained pursuant to Sections 327, 328, or 1103 of the Bankruptcy Code, and (ii) up to Five Hundred Thousand Dollars ($500,000) for fees payable to the United States Trustee under 28 U.S.C. § 1930(a)(6), representing an aggregate post-trigger Carve-Out of Three Million Dollars ($3,000,000).

PSB further acknowledges that, based upon its review of the information provided by the Debtor and the DIP Lenders and the representations made by the Debtor in the DIP Motion, the DIP Facility is necessary to provide the Debtor with sufficient liquidity to fund its ongoing operations, satisfy payroll and employee benefit obligations, maintain critical vendor relationships, and otherwise administer the Chapter 11 Case for the benefit of all stakeholders, and that the Debtor has been unable to obtain financing on terms more favorable to the estate.

3. Conditions to Consent

The consent set forth in Section 1 of this letter is expressly conditioned upon the satisfaction of each of the following conditions, and PSB's consent shall be of no force or effect unless and until each such condition has been satisfied (or waived by PSB in writing):

(a) Entry of Interim and Final DIP Orders.

The Bankruptcy Court shall have entered an interim order authorizing the DIP Facility (the "Interim DIP Order"), currently targeted for entry on or before May 22, 2025, and, subsequently, a final order authorizing the DIP Facility on a final basis (the "Final DIP Order"), currently targeted for entry on or before June 19, 2025 (together, the "DIP Orders"). Each of the Interim DIP Order and the Final DIP Order shall be in form and substance reasonably acceptable to PSB and shall incorporate the adequate protection provisions described in Section 3(b) below. PSB shall be afforded a reasonable opportunity to review and comment upon drafts of the Interim DIP Order and the Final DIP Order prior to their submission to the Bankruptcy Court, and counsel to PSB shall be entitled to appear and be heard at any hearing on the DIP Motion.

(b) Adequate Protection.

The Interim DIP Order and the Final DIP Order shall each provide the following adequate protection for the benefit of PSB, as Pre-Petition Agent, and the Pre-Petition Secured Lenders, in consideration of the priming of their pre-petition liens and the use of their cash collateral:

(i) Replacement Liens. PSB, as Pre-Petition Agent, and the Pre-Petition Secured Lenders shall be granted valid, binding, enforceable, and automatically perfected replacement liens (the "Replacement Liens") under Section 361(2) of the Bankruptcy Code on all DIP collateral, including, without limitation, all post-petition assets of the Debtor and all proceeds, products, rents, and profits thereof. The Replacement Liens shall be junior only to (A) the liens securing the DIP Obligations and (B) the Carve-Out, but shall be senior in priority to all other liens, claims, encumbrances, and interests of every kind and nature, whether arising before or after the Petition Date, including any liens or encumbrances granted to any party under Sections 364(c)(2) or 364(c)(3) of the Bankruptcy Code other than the DIP Lenders. The Replacement Liens shall not be subject to challenge, avoidance, or subordination and shall not require any further action by PSB or the Pre-Petition Secured Lenders for their perfection.

(ii) Superpriority Administrative Expense Claim. PSB, as Pre-Petition Agent, and the Pre-Petition Secured Lenders shall be granted an allowed superpriority administrative expense claim under Section 507(b) of the Bankruptcy Code (the "Adequate Protection Superpriority Claim") in an amount equal to the aggregate diminution in value, if any, of the Pre-Petition Collateral from and after the Petition Date, which claim shall be senior to all other administrative expense claims arising under Sections 503(b) or 507(a) of the Bankruptcy Code, except that the Adequate Protection Superpriority Claim shall be junior to (A) the DIP Superpriority Claims and (B) the Carve-Out.

(iii) Current-Pay Interest. The Debtor shall pay to PSB, for the ratable benefit of the Pre-Petition Secured Lenders, current-pay interest at the non-default contract rate under the applicable Pre-Petition Credit Agreements, specifically: (A) with respect to the First Lien Term Loan, interest at SOFR plus 450 basis points per annum, and (B) with respect to the ABL Revolver, interest at SOFR plus 275 basis points per annum, in each case computed on the outstanding principal balance thereof and payable monthly in arrears on the first business day of each calendar month, commencing with the first full calendar month following the entry of the Interim DIP Order.

(iv) Monthly Reporting. The Debtor shall deliver to PSB a monthly reporting package (the "Monthly Reporting Package") within fifteen (15) calendar days after the end of each calendar month, containing, at a minimum: (A) a variance report comparing actual results to the DIP budget approved by the DIP Lenders, including explanations for any material variances; (B) unaudited financial statements of the Debtor for such calendar month and on a year-to-date basis, prepared in accordance with generally accepted accounting principles consistently applied (subject to normal year-end adjustments and the absence of footnotes); (C) a borrowing base certificate reflecting the then-current borrowing availability under the ABL Revolver (or, following any roll-up of ABL obligations, the DIP Facility); and (D) such other information regarding the financial condition, business operations, or assets of the Debtor as may be reasonably requested by PSB from time to time.

The Debtor shall have executed and filed with the Bankruptcy Court a stipulation between Greenfield Agricultural Partners LLC and Prairie State Bank, National Association, as Pre-Petition Agent (the "Adequate Protection Stipulation"), substantially in the form agreed upon between the parties and their respective counsel as of the date hereof, which Adequate Protection Stipulation shall include, among other things, the Debtor's acknowledgment and stipulation as to (i) the validity, enforceability, priority, and extent of the pre-petition liens and security interests of PSB and the Pre-Petition Secured Lenders, (ii) the aggregate amount of the pre-petition obligations, (iii) the absence of any claims, offsets, defenses, or counterclaims of the Debtor against PSB or the Pre-Petition Secured Lenders with respect to the Pre-Petition Credit Agreements, and (iv) the Debtor's waiver of any challenge period with respect to the pre-petition liens and claims, subject to the rights of any official committee of unsecured creditors (if appointed) to investigate and challenge such liens and claims within the time period specified in the DIP Orders.

(d) Intercreditor Agreement.

Ironclad Capital Partners LP, as DIP Agent, and PSB, as Pre-Petition Agent, shall have negotiated and executed an intercreditor agreement (the "Intercreditor Agreement") governing, among other things, (i) the relative priority of the DIP liens and the Replacement Liens, (ii) the waterfall and application of proceeds upon any enforcement, disposition, or liquidation of collateral, (iii) standstill provisions restricting the exercise of remedies by PSB and the Pre-Petition Secured Lenders during the pendency of the DIP Facility, and (iv) the respective rights of the DIP Agent and PSB to exercise remedies upon the occurrence of an Event of Default. The Intercreditor Agreement shall be in form and substance acceptable to PSB in its reasonable discretion.

(e) Roll-Up of Pre-Petition ABL Obligations.

The DIP Facility shall provide for the roll-up of Twenty Million Dollars ($20,000,000) of pre-petition obligations outstanding under the ABL Revolver into the DIP Facility (the "ABL Roll-Up"), on terms reasonably satisfactory to PSB in its capacity as administrative agent under the ABL Credit Agreement, and as agreed with the ABL Lenders (PSB, Hawthorn National Bank, and Northland Savings Bank, F.S.B.). The ABL Roll-Up shall be effected contemporaneously with the initial funding under the DIP Facility and shall reduce the outstanding balance under the ABL Revolver by a corresponding amount. The Interim DIP Order shall authorize the ABL Roll-Up on an interim basis, subject to confirmation in the Final DIP Order.

(f) Carve-Out. The DIP Orders shall include the Carve-Out for professional fees and United States Trustee fees as set forth in the DIP Credit Agreement, providing for an aggregate post-trigger carve-out of not less than Three Million Dollars ($3,000,000), allocated as described in Section 2(l) of this letter. The Carve-Out shall be senior in priority to the DIP liens, the DIP Superpriority Claims, the Replacement Liens, and the Adequate Protection Superpriority Claim.

4. Reservations and Limitations

This consent is limited solely to the priming of pre-petition liens by the DIP Facility liens and the related subordination of pre-petition claims as specifically described in Section 1 of this letter. Without limiting the generality of the foregoing, this consent does not constitute:

(a) A waiver of any rights, remedies, claims, defenses, or causes of action of PSB, as Pre-Petition Agent, or any of the Pre-Petition Secured Lenders under the Pre-Petition Credit Agreements, the related security documents, the guaranties, applicable law (whether federal, state, or local), or the Bankruptcy Code, except to the extent expressly set forth herein;

(b) Consent to the use of cash collateral (as defined in Section 363(a) of the Bankruptcy Code), which use is subject to separate authorization by the Bankruptcy Court and a separate motion filed or to be filed by the Debtor, and with respect to which PSB reserves all of its rights to condition, limit, or object to such use;

(c) Consent to any other priming, subordination, surcharge, marshaling, or other impairment of pre-petition liens, security interests, or claims not specifically described in Section 1 of this letter, including, without limitation, any attempt to prime or subordinate the Replacement Liens or the Adequate Protection Superpriority Claim granted pursuant to Section 3(b); or

(d) An acknowledgment or agreement regarding the validity, extent, priority, or enforceability of any liens, security interests, or claims of any other party in or against any property of the Debtor or the Debtor's estate, and PSB expressly reserves all rights to contest or challenge any such liens, security interests, or claims.

PSB expressly reserves all rights, remedies, and defenses available to it under Sections 361, 362, 363, 364, 503, 506, 507, and 552 of the Bankruptcy Code, applicable non-bankruptcy law, and the Pre-Petition Credit Agreements, whether such rights arise before, on, or after the date hereof, and whether or not specifically enumerated in this letter.

PSB further reserves the right to object to the DIP Facility, the DIP Motion, or the DIP Orders, in whole or in part, in the event that (i) any of the conditions set forth in Section 3 of this letter are not satisfied or are waived or modified without PSB's prior written consent, or (ii) the terms and conditions of the DIP Orders as entered by the Bankruptcy Court differ in any material respect from the terms described herein or otherwise fail to adequately protect the interests of PSB and the Pre-Petition Secured Lenders.

Nothing contained in this letter shall prejudice, impair, or otherwise limit PSB's right to seek modification, enhancement, or supplementation of adequate protection at any time during the Chapter 11 Case, including, without limitation, the right to seek additional adequate protection in the event of a diminution in the value of the Pre-Petition Collateral, whether by reason of use, sale, depreciation, market conditions, or otherwise, or in the event that the adequate protection provided pursuant to the DIP Orders proves to be inadequate.

5. Direction of Pre-Petition Secured Lenders

PSB confirms that it is delivering this consent letter in its capacity as Administrative Agent under each of the First Lien Credit Agreement and the ABL Credit Agreement, and that it has received the requisite direction and/or written consent from the Required Lenders (as defined in each such agreement) under each of the Pre-Petition Credit Agreements to deliver this consent letter and to consent to the priming of pre-petition liens on the terms and subject to the conditions described herein. The consent threshold applicable under the First Lien Credit Agreement requires the written consent of lenders holding more than 50% of the outstanding principal amount of the First Lien Term Loan, and the consent threshold applicable under the ABL Credit Agreement requires the written consent of lenders holding more than 50% of the aggregate commitments and outstanding loans under the ABL Revolver. PSB has received written consents satisfying each such threshold and shall retain copies of such consents in its records. Nothing contained herein shall be construed to create any obligation on the part of PSB to deliver copies of such individual lender consents to the Debtor, the DIP Agent, or any other party.

6. Counsel and Communications

PSB is represented in connection with this matter, the Chapter 11 Case, and the DIP Facility by outside counsel. All communications regarding this consent letter, the DIP Orders, the Adequate Protection Stipulation, the Intercreditor Agreement, or any other matter arising in connection with the Chapter 11 Case should be directed to:

Thomas Whitaker Senior Vice President, Loan Workout Group Prairie State Bank, National Association 500 Main Street, Suite 1200 Kansas City, Missouri 64105 Telephone: (816) 555-4217

Email: t.whitaker@prairiestatebank.com

with copies to:

Angela Reeves Vice President, Loan Administration Prairie State Bank, National Association 500 Main Street, Suite 1200 Kansas City, Missouri 64105 Telephone: (816) 555-4233

Email: a.reeves@prairiestatebank.com

PSB's outside counsel will coordinate directly with counsel to the Debtor, counsel to the DIP Agent, and the Bankruptcy Court as necessary and appropriate.

7. Governing Law

This consent letter shall be governed by and construed in accordance with the laws of the State of New York, without regard to conflicts of law principles that would require or permit the application of the laws of any other jurisdiction, except to the extent that the Bankruptcy Code or the jurisdiction of the Bankruptcy Court requires the application of federal law or the laws of the State of Iowa.

8. Counterparts and Delivery

This consent letter may be executed in one or more counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute one and the same instrument. Delivery of an executed counterpart of this consent letter by electronic mail in portable document format (.pdf) or by facsimile transmission shall constitute effective delivery for all purposes and shall have the same force and effect as delivery of an original executed counterpart.

[Signature Page Follows]

[Signature Page to Consent Letter — Prairie State Bank, N.A.]

Very truly yours,

PRAIRIE STATE BANK, NATIONAL ASSOCIATION, as Administrative Agent under the First Lien Credit Agreement and the ABL Credit Agreement

By: ________

Name: Thomas Whitaker

Title: Senior Vice President, Loan Workout Group

Date: ________

cc (via email and first-class mail):

Greenfield Agricultural Partners LLC

Attn: Derek Calloway, Chief Executive Officer

Attn: Patricia Langford, Chief Financial Officer

Attn: Monica Huang, General Counsel

Ironclad Capital Partners LP

Attn: Martin Halberstam, Managing Partner

Attn: Diana Voss, Partner

Attn: Kevin Pratt, Vice President (Deal Lead)

Harmon & Keach LLP

Attn: Richard Yeung, Esq.

(Counsel to DIP Agent and DIP Lenders)

Meridian Trust Company

Attn: Robert Fennimore, Vice President, Corporate Trust

(Collateral Agent under the DIP Facility)

Angela Reeves, Vice President, Loan Administration Prairie State Bank, National Association 500 Main Street, Suite 1200 Kansas City, Missouri 64105

PRAIRIE STATE BANK, NATIONAL ASSOCIATION 500 Main Street, Suite 1200 Kansas City, Missouri 64105 Telephone: (816) 555-4200 Facsimile: (816) 555-4201
May 20, 2025
Nathaniel Bower, Esq. Partner Calderwood & Harkness LLP 450 Park Avenue New York, New York 10022
With a copy to:
Calderwood & Harkness LLP Iowa Office 801 Grand Avenue, Suite 3300 Des Moines, Iowa 50309
Re: Consent of Prairie State Bank, National Association, as Administrative Agent under the First Lien Credit Agreement and the ABL Credit Agreement, to Priming of Pre-Petition Liens in Connection with the Debtor-in-Possession Credit Facility — In re Greenfield Agricultural Partners LLC, Case No. 25-01147 (U.S. Bankruptcy Court for the Northern District of Iowa, Cedar Rapids Division)
Dear Mr. Bower:
Reference is hereby made to Prairie State Bank, National Association ("PSB" or the "Pre-Petition Agent"), acting in its capacity as administrative agent under (a) that certain First Lien Credit Agreement, dated as of November 12, 2021 (as amended, restated, supplemented, or otherwise modified from time to time prior to the Petition Date, the "First Lien Credit Agreement"), among Greenfield Agricultural Partners LLC, an Iowa limited liability company (the "Borrower" or the "Debtor"), the lenders from time to time party thereto (collectively, the "First Lien Lenders"), and PSB, in its capacity as administrative agent and collateral agent for the First Lien Lenders, pursuant to which a first lien term loan in the original principal amount of Three Hundred Fifty Million Dollars ($350,000,000) was extended to the Borrower, of which Three Hundred Ten Million Dollars ($310,000,000) remains outstanding as of the date hereof (the "First Lien Term Loan"); and (b) that certain ABL Credit Agreement, dated as of March 8, 2023 (as amended, restated, supplemented, or otherwise modified from time to time prior to the Petition Date, the "ABL Credit Agreement"), among the Borrower, the lenders from time to time party thereto, including Hawthorn National Bank and Northland Savings Bank, F.S.B., as participating lenders (collectively, the "ABL Lenders"), and PSB, in its capacity as administrative agent for the ABL Lenders, pursuant to which a committed asset-based revolving credit facility in the aggregate amount of Ninety-Five Million Dollars ($95,000,000) was made available to the Borrower (the "ABL Revolver"), of which Seventy-Two Million Three Hundred Thousand Dollars ($72,300,000) is currently drawn and outstanding. The First Lien Credit Agreement and the ABL Credit Agreement are referred to herein collectively as the "Pre-Petition Credit Agreements," and the First Lien Lenders and the ABL Lenders are referred to herein collectively as the "Pre-Petition Secured Lenders."
The First Lien Term Loan bears interest at a rate per annum equal to the Secured Overnight Financing Rate ("SOFR") plus 450 basis points and is scheduled to mature in November 2026. The ABL Revolver bears interest at a rate per annum equal to SOFR plus 275 basis points and is scheduled to mature in May 2026. Pursuant to the terms of the Pre-Petition Credit Agreements and the related security documents, PSB holds, for the benefit of the Pre-Petition Secured Lenders, duly perfected first-priority security interests in and liens upon substantially all assets of the Borrower under the First Lien Credit Agreement, and duly perfected first-priority security interests in and liens upon all receivables, inventory, and related proceeds of the Borrower under the ABL Credit Agreement, in each case pursuant to a split-collateral structure as contemplated by the Pre-Petition Credit Agreements and the related intercreditor arrangements.
On May 15, 2025 (the "Petition Date"), the Borrower filed a voluntary petition for relief under Chapter 11 of Title 11 of the United States Code, 11 U.S.C. §§ 101 et seq. (as amended, the "Bankruptcy Code"), initiating Case No. 25-01147 before the Honorable Margaret R. Dunleavy in the United States Bankruptcy Court for the Northern District of Iowa, Cedar Rapids Division (the "Bankruptcy Court"), and continues to operate its business and manage its properties as a debtor in possession pursuant to Sections 1107(a) and 1108 of the Bankruptcy Code.
PSB has been advised that the Debtor has entered into a commitment for a Senior Secured Superpriority Debtor-in-Possession Credit Facility in the aggregate principal amount of One Hundred Seventy-Five Million Dollars ($175,000,000) (the "DIP Facility"), to be provided pursuant to the terms of that certain Senior Secured Superpriority Debtor-in-Possession Credit Agreement (the "DIP Credit Agreement"), among the Borrower, as borrower, Ironclad Capital Partners LP ("Ironclad"), as administrative agent (in such capacity, the "DIP Agent"), Meridian Trust Company, as collateral agent (in such capacity, the "DIP Collateral Agent"), and Ironclad, Ridgeline Opportunity Fund III LP ("Ridgeline"), and Bramblewood Credit Advisors LLC ("Bramblewood"), as lenders (collectively, the "DIP Lenders"). PSB has further been advised that the Debtor has filed or intends to file an Emergency Motion for Entry of Interim and Final Orders (I) Authorizing the Debtor to Obtain Post-Petition Financing, (II) Authorizing the Use of Cash Collateral, (III) Granting Liens and Providing Superpriority Administrative Expense Status, (IV) Granting Adequate Protection, and (V) Scheduling a Final Hearing (the "DIP Motion") with the Bankruptcy Court.
In light of the foregoing, PSB hereby delivers this consent letter on the terms and subject to the conditions set forth below.
1. Consent to Priming
PSB, as Pre-Petition Agent, acting on behalf of itself and the Pre-Petition Secured Lenders under the First Lien Credit Agreement and the ABL Credit Agreement, hereby consents, subject to the conditions set forth in Section 3 of this letter, to each of the following:
(a) The granting of priming liens under Section 364(d) of the Bankruptcy Code on all pre-petition collateral securing the obligations under the Pre-Petition Credit Agreements (collectively, the "Pre-Petition Collateral") in favor of the DIP Collateral Agent (Meridian Trust Company), for the benefit of the DIP Lenders, securing all obligations arising under or in connection with the DIP Facility (the "DIP Obligations"), which priming liens shall be senior in priority to all existing liens of PSB and the Pre-Petition Secured Lenders on the Pre-Petition Collateral;
(b) The granting of first-priority liens under Section 364(c)(2) of the Bankruptcy Code on all property of the Debtor's estate that was not encumbered as of the Petition Date (the "Previously Unencumbered Assets"), and junior liens under Section 364(c)(3) of the Bankruptcy Code on all Pre-Petition Collateral (to the extent not already subject to priming liens under clause (a) above), in each case in favor of the DIP Collateral Agent for the benefit of the DIP Lenders, securing the DIP Obligations; and
(c) The granting of superpriority administrative expense claims to the DIP Lenders under Section 364(c)(1) of the Bankruptcy Code, which superpriority administrative expense claims (the "DIP Superpriority Claims") shall have priority over all other administrative expense claims and unsecured claims against the Debtor and the Debtor's estate, including, without limitation, priority over the claims of PSB and the Pre-Petition Secured Lenders arising under Section 507(b) of the Bankruptcy Code.
This consent is expressly conditional upon the satisfaction, in full, of each of the conditions set forth in Section 3 below. For the avoidance of doubt, this consent extends only to the specific priming, subordination, and superpriority described in clauses (a), (b), and (c) of this Section 1 and does not extend to any other form of priming, subordination, or impairment of the liens, claims, or rights of PSB or the Pre-Petition Secured Lenders except as expressly set forth herein.
2. Acknowledgment of DIP Facility Terms
PSB acknowledges that it has reviewed the principal terms and conditions of the DIP Facility as set forth in the draft term sheet and the draft DIP Credit Agreement circulated by counsel to the DIP Agent. Based on its review, PSB acknowledges the following summary of the material terms of the DIP Facility:
(a) Facility Size. The DIP Facility consists of a senior secured superpriority revolving credit facility in the aggregate principal amount of One Hundred Seventy-Five Million Dollars ($175,000,000).
(b) Lender Commitments. The commitments under the DIP Facility are allocated among the DIP Lenders as follows:
(i) Ironclad Capital Partners LP: $100,000,000 (approximately 57.14% of total commitments);
(ii) Ridgeline Opportunity Fund III LP: $50,000,000 (approximately 28.57% of total commitments); and
(iii) Bramblewood Credit Advisors LLC: $25,000,000 (approximately 14.29% of total commitments).
(c) Interest Rate. Borrowings under the DIP Facility bear interest at a rate per annum equal to SOFR plus 850 basis points, subject to a SOFR floor of 4.00%, resulting in a minimum all-in interest rate of 12.50% per annum. Default interest of an additional 2.00% per annum applies during the continuance of an Event of Default under the DIP Credit Agreement.
(d) Closing Fee. A closing fee equal to 2.00% of total commitments under the DIP Facility, in the amount of Three Million Five Hundred Thousand Dollars ($3,500,000), payable upon the initial funding of the DIP Facility.
(e) Exit Fee. An exit fee equal to 1.00% of aggregate commitments under the DIP Facility, in the amount of One Million Seven Hundred Fifty Thousand Dollars ($1,750,000), payable upon the termination of the DIP Facility.
(f) Unused Line Fee. An unused commitment fee of 0.50% per annum on the average daily undrawn portion of the commitments under the DIP Facility, payable quarterly in arrears.
(g) Interim Draw. Up to Eighty Million Dollars ($80,000,000) of the aggregate commitments under the DIP Facility shall be available for borrowing upon entry of the Interim DIP Order by the Bankruptcy Court.
(h) Final Draw. The remaining Ninety-Five Million Dollars ($95,000,000) of aggregate commitments shall become available for borrowing upon entry of the Final DIP Order by the Bankruptcy Court.
(i) Maturity. The DIP Facility shall mature and all outstanding obligations thereunder shall become due and payable in full on the earliest to occur of: (i) twelve (12) months from the Petition Date (i.e., May 15, 2026); (ii) the effective date of a confirmed plan of reorganization or liquidation in the 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 occurrence of an Event of Default under the DIP Credit Agreement that has not been cured or waived within any applicable cure period.
(j) Financial Covenants. The DIP Credit Agreement includes the following financial covenants applicable to the Debtor: (i) maintenance of minimum liquidity (defined as unrestricted cash plus available borrowing capacity under the DIP Facility) of not less than Fifteen Million Dollars ($15,000,000) at all times; (ii) maximum cumulative variance to the DIP budget of 15%, measured on a rolling four-week basis, tested weekly; and (iii) minimum EBITDA (as defined in the DIP Credit Agreement) of not less than negative Five Million Dollars (-$5,000,000) for any rolling four-week period.
(k) Milestones. The DIP Credit Agreement requires compliance with the following case milestones: (i) entry of the Interim DIP Order no later than May 22, 2025; (ii) entry of the Final DIP Order no later than June 19, 2025; (iii) the filing of a plan of reorganization or a motion to sell substantially all of the Debtor's assets under Section 363 of the Bankruptcy Code no later than October 12, 2025; and (iv) confirmation of a plan of reorganization or closing of a Section 363 sale no later than February 8, 2026.
(l) Professional Fee Carve-Out. The DIP Orders shall include a carve-out (the "Carve-Out") providing for the payment, following the occurrence of a Carve-Out Trigger Notice (as defined in the DIP Credit Agreement), of (i) up to Two Million Five Hundred Thousand Dollars ($2,500,000) for allowed and unpaid fees and expenses of estate professionals retained pursuant to Sections 327, 328, or 1103 of the Bankruptcy Code, and (ii) up to Five Hundred Thousand Dollars ($500,000) for fees payable to the United States Trustee under 28 U.S.C. § 1930(a)(6), representing an aggregate post-trigger Carve-Out of Three Million Dollars ($3,000,000).
PSB further acknowledges that, based upon its review of the information provided by the Debtor and the DIP Lenders and the representations made by the Debtor in the DIP Motion, the DIP Facility is necessary to provide the Debtor with sufficient liquidity to fund its ongoing operations, satisfy payroll and employee benefit obligations, maintain critical vendor relationships, and otherwise administer the Chapter 11 Case for the benefit of all stakeholders, and that the Debtor has been unable to obtain financing on terms more favorable to the estate.
3. Conditions to Consent
The consent set forth in Section 1 of this letter is expressly conditioned upon the satisfaction of each of the following conditions, and PSB's consent shall be of no force or effect unless and until each such condition has been satisfied (or waived by PSB in writing):
(a) Entry of Interim and Final DIP Orders.
The Bankruptcy Court shall have entered an interim order authorizing the DIP Facility (the "Interim DIP Order"), currently targeted for entry on or before May 22, 2025, and, subsequently, a final order authorizing the DIP Facility on a final basis (the "Final DIP Order"), currently targeted for entry on or before June 19, 2025 (together, the "DIP Orders"). Each of the Interim DIP Order and the Final DIP Order shall be in form and substance reasonably acceptable to PSB and shall incorporate the adequate protection provisions described in Section 3(b) below. PSB shall be afforded a reasonable opportunity to review and comment upon drafts of the Interim DIP Order and the Final DIP Order prior to their submission to the Bankruptcy Court, and counsel to PSB shall be entitled to appear and be heard at any hearing on the DIP Motion.
(b) Adequate Protection.
The Interim DIP Order and the Final DIP Order shall each provide the following adequate protection for the benefit of PSB, as Pre-Petition Agent, and the Pre-Petition Secured Lenders, in consideration of the priming of their pre-petition liens and the use of their cash collateral:
(i) Replacement Liens. PSB, as Pre-Petition Agent, and the Pre-Petition Secured Lenders shall be granted valid, binding, enforceable, and automatically perfected replacement liens (the "Replacement Liens") under Section 361(2) of the Bankruptcy Code on all DIP collateral, including, without limitation, all post-petition assets of the Debtor and all proceeds, products, rents, and profits thereof. The Replacement Liens shall be junior only to (A) the liens securing the DIP Obligations and (B) the Carve-Out, but shall be senior in priority to all other liens, claims, encumbrances, and interests of every kind and nature, whether arising before or after the Petition Date, including any liens or encumbrances granted to any party under Sections 364(c)(2) or 364(c)(3) of the Bankruptcy Code other than the DIP Lenders. The Replacement Liens shall not be subject to challenge, avoidance, or subordination and shall not require any further action by PSB or the Pre-Petition Secured Lenders for their perfection.
(ii) Superpriority Administrative Expense Claim. PSB, as Pre-Petition Agent, and the Pre-Petition Secured Lenders shall be granted an allowed superpriority administrative expense claim under Section 507(b) of the Bankruptcy Code (the "Adequate Protection Superpriority Claim") in an amount equal to the aggregate diminution in value, if any, of the Pre-Petition Collateral from and after the Petition Date, which claim shall be senior to all other administrative expense claims arising under Sections 503(b) or 507(a) of the Bankruptcy Code, except that the Adequate Protection Superpriority Claim shall be junior to (A) the DIP Superpriority Claims and (B) the Carve-Out.
(iii) Current-Pay Interest. The Debtor shall pay to PSB, for the ratable benefit of the Pre-Petition Secured Lenders, current-pay interest at the non-default contract rate under the applicable Pre-Petition Credit Agreements, specifically: (A) with respect to the First Lien Term Loan, interest at SOFR plus 450 basis points per annum, and (B) with respect to the ABL Revolver, interest at SOFR plus 275 basis points per annum, in each case computed on the outstanding principal balance thereof and payable monthly in arrears on the first business day of each calendar month, commencing with the first full calendar month following the entry of the Interim DIP Order.
(iv) Monthly Reporting. The Debtor shall deliver to PSB a monthly reporting package (the "Monthly Reporting Package") within fifteen (15) calendar days after the end of each calendar month, containing, at a minimum: (A) a variance report comparing actual results to the DIP budget approved by the DIP Lenders, including explanations for any material variances; (B) unaudited financial statements of the Debtor for such calendar month and on a year-to-date basis, prepared in accordance with generally accepted accounting principles consistently applied (subject to normal year-end adjustments and the absence of footnotes); (C) a borrowing base certificate reflecting the then-current borrowing availability under the ABL Revolver (or, following any roll-up of ABL obligations, the DIP Facility); and (D) such other information regarding the financial condition, business operations, or assets of the Debtor as may be reasonably requested by PSB from time to time.
(c) Adequate Protection Stipulation.
The Debtor shall have executed and filed with the Bankruptcy Court a stipulation between Greenfield Agricultural Partners LLC and Prairie State Bank, National Association, as Pre-Petition Agent (the "Adequate Protection Stipulation"), substantially in the form agreed upon between the parties and their respective counsel as of the date hereof, which Adequate Protection Stipulation shall include, among other things, the Debtor's acknowledgment and stipulation as to (i) the validity, enforceability, priority, and extent of the pre-petition liens and security interests of PSB and the Pre-Petition Secured Lenders, (ii) the aggregate amount of the pre-petition obligations, (iii) the absence of any claims, offsets, defenses, or counterclaims of the Debtor against PSB or the Pre-Petition Secured Lenders with respect to the Pre-Petition Credit Agreements, and (iv) the Debtor's waiver of any challenge period with respect to the pre-petition liens and claims, subject to the rights of any official committee of unsecured creditors (if appointed) to investigate and challenge such liens and claims within the time period specified in the DIP Orders.
(d) Intercreditor Agreement.
Ironclad Capital Partners LP, as DIP Agent, and PSB, as Pre-Petition Agent, shall have negotiated and executed an intercreditor agreement (the "Intercreditor Agreement") governing, among other things, (i) the relative priority of the DIP liens and the Replacement Liens, (ii) the waterfall and application of proceeds upon any enforcement, disposition, or liquidation of collateral, (iii) standstill provisions restricting the exercise of remedies by PSB and the Pre-Petition Secured Lenders during the pendency of the DIP Facility, and (iv) the respective rights of the DIP Agent and PSB to exercise remedies upon the occurrence of an Event of Default. The Intercreditor Agreement shall be in form and substance acceptable to PSB in its reasonable discretion.
(e) Roll-Up of Pre-Petition ABL Obligations.
The DIP Facility shall provide for the roll-up of Twenty Million Dollars ($20,000,000) of pre-petition obligations outstanding under the ABL Revolver into the DIP Facility (the "ABL Roll-Up"), on terms reasonably satisfactory to PSB in its capacity as administrative agent under the ABL Credit Agreement, and as agreed with the ABL Lenders (PSB, Hawthorn National Bank, and Northland Savings Bank, F.S.B.). The ABL Roll-Up shall be effected contemporaneously with the initial funding under the DIP Facility and shall reduce the outstanding balance under the ABL Revolver by a corresponding amount. The Interim DIP Order shall authorize the ABL Roll-Up on an interim basis, subject to confirmation in the Final DIP Order.
(f) Carve-Out.  The DIP Orders shall include the Carve-Out for professional fees and United States Trustee fees as set forth in the DIP Credit Agreement, providing for an aggregate post-trigger carve-out of not less than Three Million Dollars ($3,000,000), allocated as described in Section 2(l) of this letter. The Carve-Out shall be senior in priority to the DIP liens, the DIP Superpriority Claims, the Replacement Liens, and the Adequate Protection Superpriority Claim.
4. Reservations and Limitations
This consent is limited solely to the priming of pre-petition liens by the DIP Facility liens and the related subordination of pre-petition claims as specifically described in Section 1 of this letter. Without limiting the generality of the foregoing, this consent does not constitute:
(a) A waiver of any rights, remedies, claims, defenses, or causes of action of PSB, as Pre-Petition Agent, or any of the Pre-Petition Secured Lenders under the Pre-Petition Credit Agreements, the related security documents, the guaranties, applicable law (whether federal, state, or local), or the Bankruptcy Code, except to the extent expressly set forth herein;
(b) Consent to the use of cash collateral (as defined in Section 363(a) of the Bankruptcy Code), which use is subject to separate authorization by the Bankruptcy Court and a separate motion filed or to be filed by the Debtor, and with respect to which PSB reserves all of its rights to condition, limit, or object to such use;
(c) Consent to any other priming, subordination, surcharge, marshaling, or other impairment of pre-petition liens, security interests, or claims not specifically described in Section 1 of this letter, including, without limitation, any attempt to prime or subordinate the Replacement Liens or the Adequate Protection Superpriority Claim granted pursuant to Section 3(b); or
(d) An acknowledgment or agreement regarding the validity, extent, priority, or enforceability of any liens, security interests, or claims of any other party in or against any property of the Debtor or the Debtor's estate, and PSB expressly reserves all rights to contest or challenge any such liens, security interests, or claims.
PSB expressly reserves all rights, remedies, and defenses available to it under Sections 361, 362, 363, 364, 503, 506, 507, and 552 of the Bankruptcy Code, applicable non-bankruptcy law, and the Pre-Petition Credit Agreements, whether such rights arise before, on, or after the date hereof, and whether or not specifically enumerated in this letter.
PSB further reserves the right to object to the DIP Facility, the DIP Motion, or the DIP Orders, in whole or in part, in the event that (i) any of the conditions set forth in Section 3 of this letter are not satisfied or are waived or modified without PSB's prior written consent, or (ii) the terms and conditions of the DIP Orders as entered by the Bankruptcy Court differ in any material respect from the terms described herein or otherwise fail to adequately protect the interests of PSB and the Pre-Petition Secured Lenders.
Nothing contained in this letter shall prejudice, impair, or otherwise limit PSB's right to seek modification, enhancement, or supplementation of adequate protection at any time during the Chapter 11 Case, including, without limitation, the right to seek additional adequate protection in the event of a diminution in the value of the Pre-Petition Collateral, whether by reason of use, sale, depreciation, market conditions, or otherwise, or in the event that the adequate protection provided pursuant to the DIP Orders proves to be inadequate.
5. Direction of Pre-Petition Secured Lenders
PSB confirms that it is delivering this consent letter in its capacity as Administrative Agent under each of the First Lien Credit Agreement and the ABL Credit Agreement, and that it has received the requisite direction and/or written consent from the Required Lenders (as defined in each such agreement) under each of the Pre-Petition Credit Agreements to deliver this consent letter and to consent to the priming of pre-petition liens on the terms and subject to the conditions described herein. The consent threshold applicable under the First Lien Credit Agreement requires the written consent of lenders holding more than 50% of the outstanding principal amount of the First Lien Term Loan, and the consent threshold applicable under the ABL Credit Agreement requires the written consent of lenders holding more than 50% of the aggregate commitments and outstanding loans under the ABL Revolver. PSB has received written consents satisfying each such threshold and shall retain copies of such consents in its records. Nothing contained herein shall be construed to create any obligation on the part of PSB to deliver copies of such individual lender consents to the Debtor, the DIP Agent, or any other party.
6. Counsel and Communications
PSB is represented in connection with this matter, the Chapter 11 Case, and the DIP Facility by outside counsel. All communications regarding this consent letter, the DIP Orders, the Adequate Protection Stipulation, the Intercreditor Agreement, or any other matter arising in connection with the Chapter 11 Case should be directed to:
Thomas Whitaker Senior Vice President, Loan Workout Group Prairie State Bank, National Association 500 Main Street, Suite 1200 Kansas City, Missouri 64105 Telephone: (816) 555-4217
Email: t.whitaker@prairiestatebank.com
with copies to:
Angela Reeves Vice President, Loan Administration Prairie State Bank, National Association 500 Main Street, Suite 1200 Kansas City, Missouri 64105 Telephone: (816) 555-4233
Email: a.reeves@prairiestatebank.com
PSB's outside counsel will coordinate directly with counsel to the Debtor, counsel to the DIP Agent, and the Bankruptcy Court as necessary and appropriate.
7. Governing Law
This consent letter shall be governed by and construed in accordance with the laws of the State of New York, without regard to conflicts of law principles that would require or permit the application of the laws of any other jurisdiction, except to the extent that the Bankruptcy Code or the jurisdiction of the Bankruptcy Court requires the application of federal law or the laws of the State of Iowa.
8. Counterparts and Delivery
This consent letter may be executed in one or more counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute one and the same instrument. Delivery of an executed counterpart of this consent letter by electronic mail in portable document format (.pdf) or by facsimile transmission shall constitute effective delivery for all purposes and shall have the same force and effect as delivery of an original executed counterpart.
[Signature Page Follows]
[Signature Page to Consent Letter — Prairie State Bank, N.A.]
Very truly yours,
PRAIRIE STATE BANK, NATIONAL ASSOCIATION, as Administrative Agent under the First Lien Credit Agreement and the ABL Credit Agreement
By: ________
Name: Thomas Whitaker
Title: Senior Vice President, Loan Workout Group
Date: ________
cc (via email and first-class mail):
Greenfield Agricultural Partners LLC
Attn: Derek Calloway, Chief Executive Officer
Attn: Patricia Langford, Chief Financial Officer
Attn: Monica Huang, General Counsel
Ironclad Capital Partners LP
Attn: Martin Halberstam, Managing Partner
Attn: Diana Voss, Partner
Attn: Kevin Pratt, Vice President (Deal Lead)
Harmon & Keach LLP
Attn: Richard Yeung, Esq.
(Counsel to DIP Agent and DIP Lenders)
Meridian Trust Company
Attn: Robert Fennimore, Vice President, Corporate Trust
(Collateral Agent under the DIP Facility)
Angela Reeves, Vice President, Loan Administration Prairie State Bank, National Association 500 Main Street, Suite 1200 Kansas City, Missouri 64105

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