EXECUTION VERSION
SENIOR SECURED SUPERPRIORITY DEBTOR-IN-POSSESSION CREDIT AGREEMENT
$175,000,000
Dated as of May 22, 2025
among
GREENFIELD AGRICULTURAL PARTNERS LLC, an Iowa limited liability company, as Borrower,
IRONCLAD CAPITAL PARTNERS LP, a Delaware limited partnership, as Administrative Agent and a Lender,
RIDGELINE OPPORTUNITY FUND III LP, a Delaware limited partnership, as a Lender,
BRAMBLEWOOD CREDIT ADVISORS LLC, a Delaware limited liability company, as a Lender,
and
MERIDIAN TRUST COMPANY, a New York-chartered trust company, as Collateral Agent
TABLE OF CONTENTS
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RECITALS
WHEREAS, Greenfield Agricultural Partners LLC, an Iowa limited liability company (the "Borrower"), filed a voluntary petition for relief under Chapter 11 of Title 11, United States Code (the "Bankruptcy Code") in the United States Bankruptcy Court for the Northern District of Iowa (Cedar Rapids Division) (the "Bankruptcy Court") on May 15, 2025 (the "Petition Date"), assigned Case No. 25-01147 before the Honorable Margaret R. Dunleavy, United States Bankruptcy Judge, and is operating its business and managing its properties as a debtor-in-possession pursuant to Sections 1107(a) and 1108 of the Bankruptcy Code;
WHEREAS, the Borrower has requested that the Lenders (as defined below) provide a senior secured superpriority debtor-in-possession revolving credit facility in an aggregate principal amount of One Hundred Seventy-Five Million Dollars ($175,000,000) (the "DIP Facility") to fund working capital needs, general corporate purposes, restructuring costs, and adequate protection payments during the pendency of the Bankruptcy Case;
WHEREAS, the Borrower's pre-petition capital structure consists of (a) a first lien term loan facility in the original principal amount of Three Hundred Ten Million Dollars ($310,000,000) (the "Pre-Petition First Lien Term Loan"), pursuant to that certain First Lien Credit Agreement, dated as of November 2021, for which Prairie State Bank, National Association ("Prairie State Bank, N.A." or the "Pre-Petition First Lien Agent") serves as administrative agent, (b) an asset-based revolving credit facility in a committed amount of Ninety-Five Million Dollars ($95,000,000) (the "Pre-Petition ABL Facility"), of which Seventy-Two Million Three Hundred Thousand Dollars ($72,300,000) was drawn as of the Petition Date, for which Prairie State Bank, N.A. (together with Hawthorn National Bank and Northland Savings Bank, F.S.B. as participating lenders) also serves as administrative agent, and (c) Eighty-Four Million Two Hundred Thousand Dollars ($84,200,000) in aggregate principal amount of 9.50% Senior Unsecured Notes due March 2027 (the "Pre-Petition Unsecured Notes"), for which Meridian Trust Company serves as indenture trustee;
WHEREAS, the Bankruptcy Court has entered that certain Interim Order (I) Authorizing the Debtors to Obtain Postpetition Financing, (II) Granting Liens and Superpriority Administrative Expense Claims, (III) Authorizing the Use of Cash Collateral, (IV) Granting Adequate Protection, and (V) Scheduling a Final Hearing (the "Interim Order") on May 22, 2025, authorizing the Borrower to borrow up to Eighty Million Dollars ($80,000,000) on an interim basis, granting the DIP Liens and the DIP Superpriority Claim described herein, and scheduling a final hearing on or before June 19, 2025, at which time the Borrower anticipates the Bankruptcy Court will enter a Final Order approving this Agreement and the transactions contemplated hereby on a final basis;
WHEREAS, the Lenders are willing to extend credit to the Borrower pursuant to the DIP Facility on the terms and subject to the conditions set forth in this Agreement;
NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
ARTICLE I — DEFINITIONS AND INTERPRETATION
Section 1.01 — Defined Terms
As used in this Agreement, the following terms shall have the meanings set forth below:
"ABL Roll-Up Amount" means Twenty Million Dollars ($20,000,000) of Pre-Petition ABL Obligations that, upon entry of the Interim Order, are deemed rolled up into and constitute DIP Obligations under this Agreement, as more fully described in Section 2.12.
"Adequate Protection" means the adequate protection provided to the Pre-Petition Secured Lenders pursuant to the Orders and the Adequate Protection Stipulation, as described in Section 3.03.
"Adequate Protection Stipulation" means that certain Stipulation Regarding Adequate Protection Among the Borrower, the Administrative Agent, and the Pre-Petition First Lien Agent, in form and substance satisfactory to the Administrative Agent and the Required Lenders, entered into in connection with the Bankruptcy Case.
"Administrative Agent" means Ironclad Capital Partners LP, a Delaware limited partnership, with a principal office at 600 Lexington Avenue, 34th Floor, New York, New York 10022, in its capacity as administrative agent for the Lenders hereunder, and its successors and assigns in such capacity.
"Adjusted Term SOFR" means, for any Interest Period, the per annum rate equal to Term SOFR for such Interest Period plus a credit spread adjustment of 0.26161% (26.161 basis points) for a one-month Interest Period, 0.43014% (43.014 basis points) for a three-month Interest Period, and 0.71513% (71.513 basis points) for a six-month Interest Period; provided that in no event shall Adjusted Term SOFR be less than the SOFR Floor.
"Affiliate" means, with respect to any Person, any other Person that, directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such Person. For purposes of this definition, "control" (including the correlative terms "controlling," "controlled by," and "under common control with") means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities, by contract, or otherwise.
"Applicable Law" means, as to any Person, all applicable provisions of constitutions, treaties, statutes, laws (including common law), rules, regulations, decrees, ordinances, codes, proclamations, declarations, or orders of any Governmental Authority, and all orders, writs, injunctions, awards, judgments, and decrees applicable to such Person or such Person's property, assets, or business, including all applicable provisions of the Bankruptcy Code, the Federal Rules of Bankruptcy Procedure, and the Local Rules of the Bankruptcy Court.
"Applicable Margin" means eight hundred fifty (850) basis points (8.50%) per annum.
"Applicable Rate" means, at any time, a rate per annum equal to the Adjusted Term SOFR for the applicable Interest Period (subject to the SOFR Floor) plus the Applicable Margin. The Applicable Rate at any time shall not be less than the Effective Minimum Rate.
"Approved Budget" means the Budget, as the same may be updated, amended, supplemented, or replaced from time to time in accordance with Section 6.01(d), in each case as approved by the Required Lenders.
"Availability" means, at any time, the excess, if any, of (a) the aggregate Commitments at such time (or, prior to entry of the Final Order, the Interim Draw Amount) over (b) the aggregate outstanding principal amount of all Loans at such time.
"Availability Period" means the period from and including the Closing Date to but excluding the earliest of (a) the Maturity Date, (b) the date of termination of the Commitments in accordance with this Agreement, and (c) the date upon which an Event of Default has occurred and is continuing and the Administrative Agent has terminated the Commitments.
"Bankruptcy Case" means Case No. 25-01147 pending before the Honorable Margaret R. Dunleavy, United States Bankruptcy Judge, in the United States Bankruptcy Court for the Northern District of Iowa (Cedar Rapids Division), or any successor case thereto.
"Bankruptcy Code" means Title 11 of the United States Code, 11 U.S.C. §§ 101 et seq., as amended from time to time, and any successor statute thereto.
"Bankruptcy Court" means the United States Bankruptcy Court for the Northern District of Iowa (Cedar Rapids Division), or such other court of competent jurisdiction that may hereafter exercise jurisdiction over the Bankruptcy Case or any proceeding arising therein or related thereto.
"Borrower" means Greenfield Agricultural Partners LLC, an Iowa limited liability company, EIN 42-8837291, with its principal place of business at 1400 Prairie Ridge Drive, Cedar Falls, Iowa 50613, as a debtor and debtor-in-possession in the Bankruptcy Case.
"Borrowing Base" means, at any time, an amount equal to the sum of (a) eighty-five percent (85%) of eligible accounts receivable, plus (b) seventy percent (70%) of eligible inventory (valued at the lower of cost or market), minus (c) such reserves as the Administrative Agent may establish from time to time in its reasonable credit judgment, in each case as determined by reference to the most recent borrowing base certificate delivered pursuant to this Agreement.
"Borrowing Request" means a request for a Borrowing substantially in the form of Exhibit A attached hereto.
"Budget" means the 13-week cash flow budget attached as Exhibit A to the Interim Order (and, upon entry thereof, the Final Order), substantially in the form of Exhibit F hereto, as the same may be updated, amended, supplemented, or replaced from time to time in accordance with Section 6.01(d) with the prior written approval of the Required Lenders.
"Budget Period" means the 13-week period commencing on the Petition Date (May 15, 2025) through August 13, 2025, with extensions in four (4)-week increments subject to the prior written approval of the Required Lenders.
"Budget Variance" has the meaning assigned to such term in Section 7.01(b).
"Business Day" means any day other than a Saturday, Sunday, or other day on which commercial banks in New York, New York or Des Moines, Iowa are authorized or required by law to close. If any such day relates to a determination of Adjusted Term SOFR, "Business Day" shall also exclude any day on which the Securities Industry and Financial Markets Association recommends that the fixed-income departments of its members be closed for the entire day for purposes of trading in United States government securities.
"Capital Expenditures" means, for any period, the aggregate of all expenditures (whether paid in cash or accrued as liabilities and including capitalized lease obligations) by the Borrower during such period that, in conformity with GAAP, are required to be included in or reflected by the Borrower's property, plant, or equipment or similar fixed asset accounts.
"Carve-Out" has the meaning assigned to such term in Section 2.11.
"Carve-Out Trigger Notice" has the meaning assigned to such term in Section 2.11(b).
"Change of Control" means the occurrence of any of the following: (a) any "person" or "group" (within the meaning of Sections 13(d) and 14(d) of the Securities Exchange Act of 1934) becomes the beneficial owner, directly or indirectly, of more than fifty percent (50%) of the outstanding membership interests or voting power of the Borrower; (b) Derek Calloway ceases to serve as the Chief Executive Officer and Manager of the Borrower, unless a successor reasonably acceptable to the Required Lenders is appointed within thirty (30) days; or (c) the Borrower sells, transfers, or otherwise disposes of all or substantially all of its assets (other than pursuant to a Court-approved sale under Section 363 of the Bankruptcy Code that provides for payment in full in cash of all DIP Obligations).
"Closing Date" means the date on which all conditions precedent set forth in Section 4.01 have been satisfied or waived and the Interim Order has been entered by the Bankruptcy Court, which date is May 22, 2025.
"Closing Fee" means a fee equal to two percent (2.00%) of the aggregate Commitments, in the amount of Three Million Five Hundred Thousand Dollars ($3,500,000), payable as provided in Section 2.06(a).
"Collateral" means all property and assets of the Borrower, whether now owned or hereafter acquired, whether tangible or intangible, real or personal, including, without limitation, all accounts, inventory, equipment, farm products, general intangibles, intellectual property, real property, fixtures, deposit accounts, securities accounts, investment property, instruments, chattel paper, letter-of-credit rights, commercial tort claims, documents, supporting obligations, and all proceeds, products, rents, and profits of any and all of the foregoing.
"Collateral Agent" means Meridian Trust Company, a New York-chartered trust company, with a principal office at 101 Park Avenue, 20th Floor, New York, New York 10178, in its capacity as collateral agent for the Secured Parties hereunder, and its successors and assigns in such capacity.
"Commitment" means, as to each Lender, the obligation of such Lender to make Loans to the Borrower hereunder in an aggregate principal amount at any time outstanding not to exceed the amount set forth opposite such Lender's name on Schedule 1.01(a), as the same may be reduced or terminated in accordance with this Agreement. The aggregate Commitments as of the Closing Date are One Hundred Seventy-Five Million Dollars ($175,000,000), consisting of One Hundred Million Dollars ($100,000,000) for Ironclad Capital Partners LP, Fifty Million Dollars ($50,000,000) for Ridgeline Opportunity Fund III LP, and Twenty-Five Million Dollars ($25,000,000) for Bramblewood Credit Advisors LLC.
"Commitment Percentage" means, as to each Lender, the percentage set forth opposite such Lender's name on Schedule 1.01(a), as the same may be adjusted from time to time. The Commitment Percentages as of the Closing Date are 57.14% for Ironclad Capital Partners LP, 28.57% for Ridgeline Opportunity Fund III LP, and 14.29% for Bramblewood Credit Advisors LLC.
"Compliance Certificate" means a certificate substantially in the form of Exhibit C attached hereto, signed by the Chief Financial Officer of the Borrower.
"Consolidated EBITDA" means, for any period, the consolidated net income (or loss) of the Borrower for such period, plus (a) the following, in each case to the extent deducted (and not added back) in computing consolidated net income for such period: (i) consolidated interest expense, (ii) provision for federal, state, local, and foreign income taxes, (iii) depreciation and amortization expense, (iv) non-cash charges and losses (including non-cash restructuring charges), and (v) fees and expenses incurred in connection with the Bankruptcy Case and the DIP Facility to the extent paid from proceeds of the DIP Facility, minus (b) the following, in each case to the extent included in computing consolidated net income for such period: (i) non-cash gains, and (ii) extraordinary or non-recurring gains, in each case determined in accordance with GAAP applied on a consistent basis.
"Debtor-in-Possession" means the Borrower in its capacity as debtor-in-possession pursuant to Sections 1107(a) and 1108 of the Bankruptcy Code.
"Default" means any event or condition that, with the giving of notice, the passage of time, or both, would constitute an Event of Default.
"Default Rate" means the Applicable Rate plus an additional two hundred (200) basis points per annum (i.e., Adjusted Term SOFR, subject to the SOFR Floor, plus 1,050 basis points). In no event shall the Default Rate be less than 14.50% per annum.
"DIP Facility" means the senior secured superpriority revolving credit facility established pursuant to this Agreement in the aggregate principal amount of One Hundred Seventy-Five Million Dollars ($175,000,000).
"DIP Liens" means the first-priority priming liens and security interests granted to the Collateral Agent (for the benefit of the Secured Parties) pursuant to this Agreement, the Security Documents, and the Orders, including the liens described in Section 3.02.
"DIP Obligations" means all obligations of the Borrower arising under or in connection with this Agreement, the Notes, the other Loan Documents, and the Orders, including, without limitation, all principal, interest (including interest accruing at the Default Rate and post-petition interest to the extent allowed by the Bankruptcy Court), fees (including the Closing Fee, the Unused Line Fee, the Exit Fee, and the Administrative Agent's Fee), premiums, reimbursement obligations, indemnification obligations, expenses, and all other amounts payable by the Borrower hereunder or thereunder.
"DIP Superpriority Claim" means the allowed superpriority administrative expense claim granted to the Secured Parties pursuant to Section 364(c)(1) of the Bankruptcy Code, as provided in the Orders and as described in Section 3.01.
"Disposition" means any sale, transfer, license, lease, exchange, or other disposition (including any sale and leaseback transaction and any issuance of equity interests of a Subsidiary) of any property or asset by the Borrower. "Dispose" shall have a correlative meaning.
"Effective Minimum Rate" means twelve and one-half percent (12.50%) per annum, which is equal to the SOFR Floor of 4.00% per annum plus the Applicable Margin of 8.50% per annum.
"Environmental Law" means any and all applicable federal, state, local, and foreign statutes, laws, regulations, ordinances, rules, judgments, orders, decrees, permits, concessions, grants, franchises, licenses, agreements, or governmental restrictions relating to pollution, the protection of the environment, or the release of any materials into the environment, including the Comprehensive Environmental Response, Compensation, and Liability Act of 1980 (42 U.S.C. §§ 9601 et seq.), the Federal Water Pollution Control Act (33 U.S.C. §§ 1251 et seq.), the Resource Conservation and Recovery Act of 1976 (42 U.S.C. §§ 6901 et seq.), the Federal Insecticide, Fungicide, and Rodenticide Act (7 U.S.C. §§ 136 et seq.), the Clean Air Act (42 U.S.C. §§ 7401 et seq.), the Toxic Substances Control Act (15 U.S.C. §§ 2601 et seq.), and all applicable state analogs thereof, in each case as amended from time to time.
"ERISA" means the Employee Retirement Income Security Act of 1974, as amended from time to time, and the rules and regulations promulgated thereunder.
"ERISA Affiliate" means any trade or business (whether or not incorporated) that, together with the Borrower, is treated as a single employer under Section 414(b) or (c) of the Internal Revenue Code (and Sections 414(m) and (o) of the Internal Revenue Code for purposes of provisions relating to Section 412 of the Internal Revenue Code).
"ERISA Event" means (a) any "reportable event" (as defined in Section 4043(c) of ERISA or the regulations issued thereunder, other than events for which the 30-day notice period has been waived) with respect to a Plan, (b) the failure of any Plan to satisfy the minimum funding standards (within the meaning of Section 412 of the Internal Revenue Code or Section 302 of ERISA) applicable to such Plan, (c) the filing pursuant to Section 412(c) of the Internal Revenue Code or Section 302(c) of ERISA of an application for a waiver of the minimum funding standard with respect to any Plan, (d) the incurrence by the Borrower or any ERISA Affiliate of any liability under Title IV of ERISA with respect to the termination of any Plan, (e) the receipt by the Borrower or any ERISA Affiliate from the PBGC of any notice relating to an intention to terminate any Plan, or (f) the withdrawal or partial withdrawal of the Borrower or any ERISA Affiliate from any multiemployer plan (as defined in Section 4001(a)(3) of ERISA).
"Event of Default" has the meaning assigned to such term in Section 9.01.
"Excluded Taxes" means, with respect to the Administrative Agent, any Lender, the Collateral Agent, or any other recipient of any payment to be made by or on account of any obligation of the Borrower hereunder: (a) taxes imposed on or measured by its overall net income (however denominated), franchise taxes, and branch profits taxes, in each case imposed by the jurisdiction under the laws of which such recipient is organized or in which its principal office is located (or, in the case of any Lender, in which its applicable lending office is located), (b) United States federal withholding taxes imposed on amounts payable to or for the account of such recipient pursuant to a law in effect on the date on which such recipient becomes a party to this Agreement (or designates a new lending office), except to the extent that such recipient (or its assignor, if any) was entitled, at the time of designation of a new lending office (or assignment), to receive additional amounts from the Borrower with respect to such withholding taxes, and (c) taxes attributable to such recipient's failure to comply with Section 2.10.
"Exit Fee" means a fee equal to one percent (1.00%) of the aggregate Commitments, in the amount of One Million Seven Hundred Fifty Thousand Dollars ($1,750,000), payable as provided in Section 2.06(c).
"Final Draw Availability" means Ninety-Five Million Dollars ($95,000,000), being the excess of the aggregate Commitments ($175,000,000) over the Interim Draw Amount ($80,000,000), available for drawing only upon entry of the Final Order.
"Final Order" means a final order of the Bankruptcy Court, in form and substance acceptable to the Administrative Agent and the Required Lenders in their sole discretion, approving this Agreement and the transactions contemplated hereby on a final basis pursuant to Section 364 of the Bankruptcy Code, entered after notice and a hearing, which order has not been reversed, modified, amended, stayed, vacated, or set aside, and as to which (a) the time to appeal, petition for certiorari, or move for reargument or rehearing has expired and no appeal, petition for certiorari, or motion for reargument or rehearing shall then be pending, or (b) any such appeal, petition for certiorari, or motion for reargument or rehearing has been denied; provided that the possibility that a motion under Rule 60 of the Federal Rules of Civil Procedure, or any analogous rule under the Federal Rules of Bankruptcy Procedure, may be filed with respect to such order shall not cause such order not to be a Final Order. The Final Order is anticipated to be entered on or before June 19, 2025.
"GAAP" means generally accepted accounting principles in the United States set forth in the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board (or agencies with similar functions of comparable stature and authority within the accounting profession), in each case as in effect from time to time, applied on a consistent basis.
"Governmental Authority" means the government of the United States, any other nation, or any political subdivision thereof, whether state, provincial, or local, and any agency, authority, instrumentality, regulatory body, court, central bank, or other entity exercising executive, legislative, judicial, taxing, regulatory, or administrative powers or functions of or pertaining to government, including the Bankruptcy Court and the U.S. Trustee.
"Hazardous Materials" means all explosive or radioactive substances or wastes and all hazardous or toxic substances, wastes, or other pollutants, including petroleum or petroleum distillates, asbestos or asbestos-containing materials, polychlorinated biphenyls, radon gas, infectious or medical wastes, and all other substances or wastes of any nature regulated pursuant to any Environmental Law.
"Indebtedness" means, as to any Person at any time, without duplication: (a) all obligations of such Person for borrowed money, (b) all obligations of such Person evidenced by bonds, debentures, notes, or similar instruments, (c) all obligations of such Person under conditional sale or other title retention agreements, (d) all obligations of such Person in respect of the deferred purchase price of property or services (other than trade payables incurred in the ordinary course of business), (e) all obligations of such Person as lessee under capital leases, (f) all indebtedness of third parties secured by any lien on property owned or acquired by such Person, (g) all guarantees by such Person of indebtedness of third parties, and (h) all net obligations of such Person under swap agreements.
"Indemnified Parties" means the Administrative Agent, each Lender, the Collateral Agent, and each of their respective Affiliates, and the officers, directors, employees, agents, advisors, attorneys, and representatives of each of the foregoing.
"Intercreditor Agreement" means that certain Intercreditor Agreement, dated as of the Closing Date, among the Administrative Agent, on behalf of the DIP Lenders, and Prairie State Bank, N.A., as Pre-Petition First Lien Agent, on behalf of the Pre-Petition Secured Lenders, and acknowledged and agreed to by the Borrower, as the same may be amended, restated, supplemented, or otherwise modified from time to time.
"Interest Period" means, with respect to each Loan bearing interest at the Adjusted Term SOFR rate, the period commencing on the date such Loan is made or converted to or continued as a Term SOFR Loan and ending on the numerically corresponding day in the calendar month that is one (1) month thereafter (or, if the Borrower so elects, subject to availability, three (3) months or six (6) months thereafter); provided that (a) if any Interest Period would end on a day other than a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless such next succeeding Business Day would fall in the next calendar month, in which case such Interest Period shall end on the next preceding Business Day, (b) any Interest Period that commences on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the last calendar month of such Interest Period) shall end on the last Business Day of the last calendar month of such Interest Period, and (c) no Interest Period shall extend beyond the Maturity Date.
"Interim Draw Amount" means Eighty Million Dollars ($80,000,000), being the maximum aggregate principal amount of Loans available to be drawn by the Borrower from and after entry of the Interim Order and prior to entry of the Final Order.
"Interim Order" means that certain interim order of the Bankruptcy Court, in form and substance acceptable to the Administrative Agent and the Required Lenders in their sole discretion, approving this Agreement and the transactions contemplated hereby on an interim basis pursuant to Sections 364(c) and 364(d) of the Bankruptcy Code, entered on May 22, 2025, Docket No. [to be assigned].
"Investment" means, as to any Person, any direct or indirect acquisition or investment by such Person, whether by means of (a) the purchase or other acquisition of equity interests of another Person, (b) a loan, advance, or capital contribution to, guarantee or assumption of debt of, or purchase or other acquisition of any other debt or equity participation or interest in, another Person, or (c) the purchase or other acquisition (in one transaction or a series of transactions) of assets of another Person that constitute a business unit.
"IP Security Agreement" means the intellectual Property Security Agreement, dated as of the Closing Date, between the Borrower and the Collateral Agent, granting a security interest in all of the Borrower's patents, trademarks, copyrights, and other intellectual property.
"Lender" means each of Ironclad Capital Partners LP, Ridgeline Opportunity Fund III LP, and Bramblewood Credit Advisors LLC, and their respective successors and permitted assigns.
"Loan Documents" means, collectively, this Agreement, the Notes, the Security Agreement, the Pledge Agreement, the IP Security Agreement, the Mortgages, the Intercreditor Agreement, the Adequate Protection Stipulation, each Borrowing Request, each Compliance Certificate, the Officer's Certificate, the Solvency Certificate, the Perfection Certificate, the fee letter, and each other document, instrument, certificate, or agreement executed or delivered in connection herewith or pursuant hereto.
"Loans" means the revolving loans made by the Lenders to the Borrower pursuant to Section 2.01, including the ABL Roll-Up Amount deemed to be a Loan hereunder.
"Material Adverse Effect" means any event, change, condition, effect, circumstance, development, or occurrence that, individually or in the aggregate, has had or would reasonably be expected to have a material adverse effect on (a) the business, operations, assets, financial condition, or results of operations of the Borrower (taken as a whole), (b) the ability of the Borrower to perform any of its payment or other material obligations under any Loan Document, (c) the validity or enforceability of any Loan Document, (d) the rights and remedies of the Administrative Agent, the Collateral Agent, or any Lender under any Loan Document, or (e) the value, priority, or enforceability of the DIP Liens; provided that the commencement of the Bankruptcy Case and the consequences thereof shall not constitute a Material Adverse Effect to the extent that such consequences were reasonably foreseeable at the time of the commencement of the Bankruptcy Case.
"Maturity Date" means the earliest of (a) May 15, 2026 (the date that is twelve (12) months after the Petition Date), (b) the effective date of a confirmed plan of reorganization in the Bankruptcy Case, (c) the date of consummation of a sale of substantially all assets of the Borrower pursuant to Section 363 of the Bankruptcy Code, and (d) the date on which all Commitments are terminated and the Loans are declared or become due and payable in full upon the occurrence and during the continuance of an Event of Default in accordance with Section 9.02.
"Milestone" has the meaning assigned to such term in Section 6.14.
"Minimum EBITDA Covenant" has the meaning assigned to such term in Section 7.01(c).
"Minimum Liquidity" means Fifteen Million Dollars ($15,000,000).
"Mortgages" means, collectively, those certain deeds of trust, mortgages, deeds to secure debt, or similar instruments, each dated as of the Closing Date, granted by the Borrower to the Collateral Agent, for the benefit of the Secured Parties, encumbering the Borrower's real property interests at the Cedar Falls, Iowa facility (1400 Prairie Ridge Drive, Cedar Falls, Iowa 50613), the Decatur, Illinois facility (2200 Industrial Boulevard, Decatur, Illinois 62521), and the Jonesboro, Arkansas facility (815 County Road 740, Jonesboro, Arkansas 72401), and the R&D farm (4500 University Boulevard, Ames, Iowa 50010).
"Notes" means the DIP Promissory Notes issued by the Borrower pursuant to Section 2.03, substantially in the form of Exhibit B attached hereto.
"Orders" means, collectively, the Interim Order and the Final Order.
"Perfection Certificate" means the Perfection Certificate, dated as of the Closing Date, executed and delivered by the Borrower to the Collateral Agent, identifying all filing jurisdictions, organizational details, collateral locations, deposit accounts, intellectual property registrations, and other information necessary or useful for the perfection of the DIP Liens.
"Permitted Liens" means the liens described on Schedule 8.02.
"Permitted Prior Liens" means those liens described in Section 3.04 and set forth on Schedule 3.04.
"Person" means any natural person, corporation, limited liability company, partnership, joint venture, trust, unincorporated organization, association, Governmental Authority, or any other entity, whether acting in an individual, fiduciary, or other capacity.
"Petition Date" means May 15, 2025.
"Plan" means any employee benefit plan (within the meaning of Section 3(3) of ERISA) maintained or contributed to by the Borrower or any ERISA Affiliate, other than a multiemployer plan.
"Pledge Agreement" means the Pledge Agreement, dated as of the Closing Date, between the Borrower and the Collateral Agent, granting a security interest in all equity interests and investment property of the Borrower.
"Pre-Petition ABL Agent" means Prairie State Bank, National Association, in its capacity as administrative agent under the Pre-Petition ABL Facility.
"Pre-Petition ABL Facility" means that certain asset-based revolving credit facility in a committed amount of Ninety-Five Million Dollars ($95,000,000), of which Seventy-Two Million Three Hundred Thousand Dollars ($72,300,000) was outstanding as of the Petition Date, among the Borrower, Prairie State Bank, N.A. as administrative agent, Hawthorn National Bank and Northland Savings Bank, F.S.B., as participating lenders, and the other lenders party thereto, as evidenced by that certain Asset-Based Revolving Credit Agreement dated as of March 2023, as amended, restated, supplemented, or otherwise modified from time to time prior to the Petition Date.
"Pre-Petition Collateral" means all Collateral of the Borrower that was subject to the Pre-Petition Liens as of the Petition Date.
"Pre-Petition First Lien Agent" means Prairie State Bank, National Association, in its capacity as administrative agent under the Pre-Petition First Lien Credit Agreement.
"Pre-Petition First Lien Credit Agreement" means that certain First Lien Credit Agreement, dated as of November 2021, among the Borrower, Prairie State Bank, National Association, as administrative agent, and the lenders party thereto, providing for a first lien term loan in the original principal amount of Three Hundred Ten Million Dollars ($310,000,000), as amended, restated, supplemented, or otherwise modified from time to time prior to the Petition Date.
"Pre-Petition Liens" means the liens and security interests held by or on behalf of the Pre-Petition Secured Lenders and securing the Pre-Petition Secured Obligations as of the Petition Date, including (a) the first-priority liens securing the Pre-Petition First Lien Term Loan on substantially all assets of the Borrower and (b) the first-priority liens securing the Pre-Petition ABL Facility on receivables and inventory of the Borrower (on a split-collateral basis).
"Pre-Petition Secured Lenders" means, collectively, the lenders party to the Pre-Petition First Lien Credit Agreement and the Pre-Petition ABL Facility, and their respective agents.
"Pre-Petition Secured Obligations" means all obligations of the Borrower secured by the Pre-Petition Liens, including all obligations under the Pre-Petition First Lien Credit Agreement and the Pre-Petition ABL Facility.
"Pre-Petition Unsecured Notes" means the Eighty-Four Million Two Hundred Thousand Dollars ($84,200,000) in aggregate principal amount of 9.50% Senior Unsecured Notes due March 2027 issued by the Borrower, for which Meridian Trust Company serves as indenture trustee, pursuant to that certain Indenture dated as of March 2024, as supplemented from time to time prior to the Petition Date.
"Pro Rata Share" means, with respect to any Lender, the percentage equivalent of the fraction obtained by dividing (a) such Lender's Commitment at such time by (b) the aggregate Commitments of all Lenders at such time, in each case expressed as a percentage carried to the second decimal place. As of the Closing Date, the Pro Rata Share of each Lender is equal to such Lender's Commitment Percentage.
"Qualified ECP" means, at the time any guarantee or grant of a security interest is entered into, each Person that has total assets exceeding Ten Million Dollars ($10,000,000), or that qualifies as an "eligible contract participant" under the Commodity Exchange Act or the regulations thereunder.
"Registered Agent" means Capitol Registered Agents Inc., 400 E. Court Avenue, Suite 200, Des Moines, Iowa 50309.
"Replacement Liens" means the replacement liens granted to the Pre-Petition Secured Lenders as adequate protection of their interests in the Pre-Petition Collateral pursuant to the Orders and the Adequate Protection Stipulation, as described in Section 3.03(a).
"Required Lenders" means, at any time, Lenders holding in the aggregate more than fifty percent (50%) of the total Commitments at such time (or, after termination of the Commitments, Lenders holding more than fifty percent (50%) of the aggregate outstanding principal amount of all Loans at such time). As of the Closing Date, the consent of Ironclad Capital Partners LP (holding 57.14% of the total Commitments) alone is sufficient to constitute the consent of the Required Lenders.
"Secured Parties" means, collectively, the Administrative Agent, the Collateral Agent, each Lender, and each other holder of DIP Obligations from time to time.
"Security Agreement" means the Security Agreement, dated as of the Closing Date, between the Borrower and the Collateral Agent, for the benefit of the Secured Parties, granting a security interest in all personal property Collateral of the Borrower.
"Security Documents" means, collectively, the Security Agreement, the Pledge Agreement, the IP Security Agreement, the Mortgages, all UCC financing statements, deposit account control agreements, and each other document or instrument creating, evidencing, or perfecting any lien or security interest in favor of the Collateral Agent for the benefit of the Secured Parties.
"SOFR" means the Secured Overnight Financing Rate as published by the Federal Reserve Bank of New York (or a successor administrator) on the Federal Reserve Bank of New York's website (currently at http://www.newyorkfed.org), or any successor source.
"SOFR Floor" means four percent (4.00%) per annum.
"Solvent" means, with respect to any Person on any date of determination, that on such date (a) the fair value of the property of such Person is greater than the total amount of liabilities, including contingent liabilities, of such Person, (b) the present fair saleable value of the assets of such Person is not less than the amount that will be required to pay the probable liability of such Person on its debts as they become absolute and matured, (c) such Person does not intend to, and does not believe that it will, incur debts or liabilities beyond such Person's ability to pay such debts and liabilities as they mature, and (d) such Person is not engaged in business or a transaction, and is not about to engage in business or a transaction, for which such Person's property would constitute an unreasonably small capital. For the avoidance of doubt, the determination of solvency for purposes of this Agreement shall be made on a going-concern basis, giving effect to the filing of the Bankruptcy Case and the consummation of the DIP Facility, and excluding from "liabilities" any pre-petition claims (as defined in Section 101(5) of the Bankruptcy Code) to the extent that such claims are subject to compromise in the Bankruptcy Case and excluding from "assets" any value that may be realized from avoidance actions under Chapter 5 of the Bankruptcy Code.
"Subsidiary" means, with respect to any Person (the "parent"), any corporation, limited liability company, partnership, association, or other business entity of which securities or other ownership interests representing more than fifty percent (50%) of the equity or more than fifty percent (50%) of the ordinary voting power (or, in the case of a partnership, more than fifty percent (50%) of the general partnership interests) are, at the time any determination is being made, owned, controlled, or held by the parent or one or more subsidiaries of the parent.
"Taxes" means all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees, or other charges imposed by any Governmental Authority, including any interest, additions to tax, or penalties applicable thereto.
"Term SOFR" means, for the applicable Interest Period, the forward-looking term rate based on SOFR that has been selected or recommended by the Relevant Governmental Body for determining Term SOFR, as published on the applicable screen page (or other commercially available source as may be designated by the Administrative Agent from time to time) approximately two (2) Business Days prior to the commencement of such Interest Period.
"UCC" means the Uniform Commercial Code as in effect from time to time in the State of New York; provided that, if, by reason of mandatory provisions of law, the creation, attachment, perfection, priority, or enforcement of any security interest in any Collateral is governed by the Uniform Commercial Code as in effect in a jurisdiction other than the State of New York, the term "UCC" shall mean the Uniform Commercial Code as in effect from time to time in such other jurisdiction for purposes of the provisions hereof relating to such creation, attachment, perfection, priority, or enforcement.
"Unused Line Fee" means a fee at a rate of fifty (50) basis points (0.50%) per annum on the daily average amount by which the aggregate Commitments exceed the aggregate outstanding principal amount of all Loans, calculated on the basis of a 360-day year for the actual number of days elapsed and payable as provided in Section 2.06(b).
"U.S. Trustee" means the United States Trustee for Region 12, or any successor thereto.
Section 1.02 — Interpretation and Rules of Construction
Unless the context of this Agreement otherwise requires: (a) words importing any gender include all genders; (b) words importing the singular number include the plural number and vice versa; (c) references to the Bankruptcy Code, the Uniform Commercial Code, or any other statute shall be deemed to include all amendments thereto and successor provisions and all regulations promulgated thereunder; (d) terms defined in the UCC that are not otherwise defined herein shall have the respective meanings set forth in the UCC; (e) all times specified herein are Eastern Time, unless otherwise expressly stated; (f) all accounting terms not specifically defined herein shall be construed in accordance with GAAP, applied on a basis consistent with the Borrower's most recent audited financial statements; (g) the words "include," "includes," and "including" shall be deemed to be followed by the phrase "without limitation"; (h) the word "or" is not exclusive; (i) the words "herein," "hereof," "hereby," "hereunder," and similar terms refer to this Agreement as a whole and not to any particular Article, Section, or provision hereof; (j) references to an Article, Section, Exhibit, or Schedule refer to the applicable Article or Section of, or Exhibit or Schedule to, this Agreement, unless otherwise specified; (k) references to any agreement or contract are to such agreement or contract as amended, modified, supplemented, or restated from time to time (subject to any restrictions on such amendment, modification, supplementation, or restatement set forth herein); (l) references to any Person include its successors and permitted assigns; (m) the definitions of terms herein shall apply equally to the singular and plural forms of the terms defined; (n) headings, captions, and the table of contents are included for convenience of reference only and shall not affect the construction or interpretation of this Agreement; and (o) references to "$" or "Dollars" refer to the lawful money of the United States of America.
Section 1.03 — SOFR Benchmark Provisions
(a) Benchmark Replacement. Notwithstanding anything to the contrary herein or in any other Loan Document, if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred with respect to Term SOFR, then the applicable Benchmark Replacement shall replace the then-current Benchmark for all purposes hereunder and under any Loan Document in respect of any setting of such Benchmark on such day and all subsequent settings, without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document.
(b) Benchmark Replacement Conforming Changes. In connection with the implementation and administration of a Benchmark Replacement, the Administrative Agent shall have the right to make Benchmark Replacement Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Benchmark Replacement Conforming Changes shall become effective without any further action or consent of any other party to this Agreement or any other Loan Document.
(c) Notices; Standards for Decisions and Determinations. The Administrative Agent shall promptly notify the Borrower and each Lender of (i) the implementation of any Benchmark Replacement and (ii) the effectiveness of any Benchmark Replacement Conforming Changes. Any determination, decision, or election that may be made by the Administrative Agent or, if specified, the Required Lenders, pursuant to this Section 1.03 shall be conclusive and binding absent manifest error and may be made in the Administrative Agent's (or such Required Lenders') sole discretion and without consent from any other party to this Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section 1.03.
(d) Unavailability of Tenor of Benchmark. At any time (including in connection with the implementation of a Benchmark Replacement), if the then-current Benchmark is a term rate (including Term SOFR) and either (i) any tenor for such Benchmark is not displayed on a screen or other information service that publishes such rate from time to time as selected by the Administrative Agent in its reasonable discretion or (ii) the regulatory supervisor for the administrator of such Benchmark has provided a public statement or publication of information announcing that any tenor for such Benchmark is or will be no longer representative, then the Administrative Agent may modify the definition of "Interest Period" for any setting of such Benchmark to remove such unavailable or non-representative tenor and (iii) if a tenor that was removed pursuant to clause (ii) above either (A) is subsequently displayed on a screen or information service for a Benchmark (including a Benchmark Replacement) or (B) is not or is no longer subject to an announcement that it is or will no longer be representative for a Benchmark (including a Benchmark Replacement), then the Administrative Agent may modify the definition of "Interest Period" for all subsequent settings of such Benchmark to reinstate such previously removed tenor.
(e) Benchmark Replacement Definitions. For purposes of this Section 1.03:
"Benchmark Replacement" means, for any setting of the then-current Benchmark, the first alternative set forth in the order below that can be determined by the Administrative Agent for the applicable Benchmark Replacement Date: (i) the sum of (A) Daily Simple SOFR and (B) the related Benchmark Replacement Adjustment; or (ii) the sum of (A) the alternate benchmark rate that has been selected by the Administrative Agent and the Borrower as the replacement for the then-current Benchmark giving due consideration to any evolving or then-prevailing market convention for determining a benchmark rate of interest for dollar-denominated syndicated credit facilities at such time in the United States and (B) the related Benchmark Replacement Adjustment; provided that in no event shall a Benchmark Replacement be less than the SOFR Floor.
"Benchmark Replacement Adjustment" means, with respect to any replacement of the then-current Benchmark with an Unadjusted Benchmark Replacement, the spread adjustment (which may be a positive or negative value or zero) that has been selected by the Administrative Agent and the Borrower giving due consideration to any evolving or then-prevailing market convention for determining a spread adjustment for the replacement of the then-current Benchmark with the applicable Unadjusted Benchmark Replacement for dollar-denominated syndicated credit facilities at such time in the United States.
"Benchmark Replacement Conforming Changes" means, with respect to any Benchmark Replacement, any technical, administrative, or operational changes (including changes to the definition of "Business Day," the definition of "Interest Period," timing and frequency of determining rates and making payments of interest, timing of borrowing requests or prepayment, conversion or continuation notices, the applicability and length of lookback periods, and other technical, administrative, or operational matters) that the Administrative Agent decides may be appropriate to reflect the adoption and implementation of such Benchmark Replacement and to permit the administration thereof by the Administrative Agent in a manner substantially consistent with market practice.
"Benchmark Replacement Date" means the earliest to occur of the following events with respect to the then-current Benchmark: (i) in the case of clause (i) or (ii) of the definition of "Benchmark Transition Event," the later of (A) the date of the public statement or publication of information referenced therein and (B) the date on which the administrator of such Benchmark (or the published component used in the calculation thereof) permanently or indefinitely ceases to provide all available tenors of such Benchmark (or such component thereof); or (ii) in the case of clause (iii) of the definition of "Benchmark Transition Event," the first date on which all available tenors of such Benchmark (or the published component used in the calculation thereof) have been determined and announced by the relevant Governmental Authority to be non-representative; provided that such non-representativeness shall be determined by reference to the most recent statement or publication referenced in such clause (iii).
"Benchmark Transition Event" means the occurrence of one or more of the following events with respect to the then-current Benchmark: (i) a public statement or publication of information by or on behalf of the administrator of such Benchmark (or the published component used in the calculation thereof) announcing that such administrator has ceased or will cease to provide all available tenors of such Benchmark (or such component thereof), permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide any available tenor of such Benchmark (or such component thereof); (ii) a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof), the Board of Governors of the Federal Reserve System, the Federal Reserve Bank of New York, an insolvency official with jurisdiction over the administrator for such Benchmark (or such component), a resolution authority with jurisdiction over the administrator for such Benchmark (or such component), or a court or an entity with similar insolvency or resolution authority over the administrator for such Benchmark (or such component), in each case, which states that the administrator of such Benchmark (or such component) has ceased or will cease to provide all available tenors of such Benchmark (or such component thereof) permanently or indefinitely; provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide any available tenor of such Benchmark (or such component thereof); or (iii) a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof) announcing that all available tenors of such Benchmark (or such component thereof) are or will no longer be representative.
"Daily Simple SOFR" means, for any day, SOFR, with the conventions for this rate (which may include a lookback) being established by the Administrative Agent in accordance with the conventions for this rate selected or recommended by the Relevant Governmental Body for determining "Daily Simple SOFR" for syndicated business loans; provided that if the Administrative Agent decides that any such convention is not administratively feasible for the Administrative Agent, then the Administrative Agent may establish another convention in its reasonable discretion.
"Relevant Governmental Body" means the Board of Governors of the Federal Reserve System or the Federal Reserve Bank of New York, or a committee officially endorsed or convened by the Board of Governors of the Federal Reserve System or the Federal Reserve Bank of New York, or any successor thereto.
"Unadjusted Benchmark Replacement" means the applicable Benchmark Replacement excluding the related Benchmark Replacement Adjustment.
ARTICLE II — THE CREDIT FACILITY
Section 2.01 — Commitments; Revolving Loans
(a) Subject to the terms and conditions of this Agreement and the Orders, each Lender severally (and not jointly) agrees to make revolving loans (each, a "Loan" and collectively, the "Loans") to the Borrower from time to time during the Availability Period in an aggregate principal amount at any time outstanding not to exceed such Lender's Commitment:
(b) Interim Availability. Notwithstanding the foregoing, during the period from and including the Closing Date through but excluding the date on which the Final Order is entered, the aggregate principal amount of all outstanding Loans (including the ABL Roll-Up Amount) shall not exceed the Interim Draw Amount of Eighty Million Dollars ($80,000,000). Each Lender's obligation to fund Loans during such interim period shall be limited to its Pro Rata Share of the Interim Draw Amount.
(c) Final Availability. Upon entry of the Final Order, the full amount of each Lender's Commitment shall become available for borrowing, and the Final Draw Availability of Ninety-Five Million Dollars ($95,000,000) (being the excess of the aggregate Commitments over the Interim Draw Amount) shall become available to the Borrower, subject to the satisfaction of the conditions set forth in Section 4.02.
(d) Revolving Nature. The DIP Facility is a revolving credit facility. Subject to the terms and conditions of this Agreement and the Orders, amounts borrowed, repaid, or prepaid may be reborrowed at any time during the Availability Period, in each case in accordance with the provisions of this Article II.
(e) Minimum Borrowing Amount. Each Borrowing shall be in an aggregate principal amount of not less than Five Million Dollars ($5,000,000) and in integral multiples of One Million Dollars ($1,000,000) in excess thereof, unless such Borrowing is for the entire remaining Availability.
(f) Borrowing Base Compliance. At no time shall the aggregate outstanding principal amount of all Loans exceed the lesser of (i) the aggregate Commitments (or, if the Final Order has not yet been entered, the Interim Draw Amount) and (ii) the Borrowing Base most recently reported to the Administrative Agent.
Section 2.02 — Borrowing Procedures
(a) Whenever the Borrower desires to borrow Loans hereunder, it shall deliver a Borrowing Request to the Administrative Agent (with a copy to each Lender) not later than 1:00 p.m. (Eastern Time) at least two (2) Business Days prior to the requested borrowing date; provided that the Borrowing Request for the initial draw on the Closing Date shall be delivered not later than 1:00 p.m. (Eastern Time) at least one (1) Business Day prior to the requested borrowing date.
(b) Each Borrowing Request shall be irrevocable and shall specify: (i) the aggregate amount of the requested Borrowing; (ii) the requested borrowing date (which shall be a Business Day); (iii) the initial Interest Period selected by the Borrower (one month, three months, or six months); and (iv) the wire transfer instructions for the disbursement of funds to the Borrower's designated deposit account.
(c) Promptly upon receipt of each Borrowing Request, the Administrative Agent shall notify each Lender of the details thereof and of such Lender's Pro Rata Share of the requested Borrowing. Subject to the satisfaction of the applicable conditions set forth in Article IV, each Lender shall make available to the Administrative Agent, in immediately available funds, the amount of such Lender's Pro Rata Share of the requested Borrowing not later than 1:00 p.m. (Eastern Time) on the requested borrowing date. Upon receipt of the funds from the Lenders, the Administrative Agent shall promptly make such funds available to the Borrower by crediting the Borrower's designated deposit account in accordance with the wire instructions set forth in the applicable Borrowing Request.
(d) Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender's Pro Rata Share of such Borrowing, the Administrative Agent may assume that such Lender has made or will make such Pro Rata Share available on such date in accordance with subsection (c) above, and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower a corresponding amount. In the event that any Lender shall fail to make its Pro Rata Share available to the Administrative Agent on the applicable borrowing date, such Lender and the Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount, together with interest thereon for each day from and including the date such amount was made available to the Borrower to but excluding the date of payment to the Administrative Agent at (i) in the case of a payment to be made by such Lender, the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation and (ii) in the case of a payment to be made by the Borrower, the Applicable Rate.
Section 2.03 — Notes
(a) At the request of any Lender, the Borrower shall execute and deliver to such Lender a DIP Promissory Note (each, a "Note") payable to the order of such Lender in the principal amount of such Lender's Commitment, substantially in the form of Exhibit B attached hereto. Each Note shall (i) be dated the Closing Date, (ii) bear interest as provided in Section 2.04, and (iii) be payable as provided herein.
(b) As of the Closing Date, the Borrower shall issue the following Notes:
(c) Each Lender shall, and is hereby authorized by the Borrower to, record on a schedule attached to such Lender's Note (or in such Lender's internal records) the date and amount of each Loan made by such Lender and each payment of principal received by such Lender, and any such recordation shall constitute prima facie evidence of the accuracy of the information so recorded; provided that the failure to make any such recordation shall not affect the Borrower's obligations under this Agreement or the Notes.
Section 2.04 — Interest
(a) Applicable Rate. Subject to subsection (b) below, all outstanding Loans shall bear interest at a rate per annum equal to the Adjusted Term SOFR for the applicable Interest Period plus the Applicable Margin of eight hundred fifty (850) basis points (8.50%). The SOFR component of the Applicable Rate shall in no event be less than the SOFR Floor of four percent (4.00%) per annum, resulting in an effective minimum all-in interest rate of twelve and one-half percent (12.50%) per annum. The Administrative Agent shall determine the Applicable Rate fo