Contract analysis

I. PRELIMINARY STATEMENT Greenfield Agricultural Partners LLC ("Greenfield," the "Debtor," or "GAP"), as debtor and debtor-in-possession in the above-captioned Chapter 11 case, hereby respectfully files this application (the "Application") to this Court for entry of an order, substantially in the form attached hereto as Exhibit B (the "Proposed Order"), pursuant to sections 327(a) and 328 of title 11 of the United St

II. JURISDICTION AND VENUE This Court has jurisdiction over this Application pursuant to 28 U.S.C. §§ 157 and 1334. This is a core proceeding under 28 U.S.C. § 157(b)(2)(A) and (O), as it involves the administration of the Debtor's estate and the retention of professionals whose employment must be authorized by the Court in accordance with the Bankruptcy Code. The Court may enter a final order on this Application con

III. BACKGROUND A. The Debtor and Its Business Greenfield Agricultural Partners LLC is an Iowa limited liability company headquartered at 1400 Prairie Ridge Drive, Cedar Falls, Iowa 50613. The Debtor is a vertically integrated agricultural chemicals manufacturer and distributor that produces, markets, and distributes a diversified portfolio of crop protection products, including herbicides, fungicides, adjuvants, and

IV. RELIEF REQUESTED By this Application, the Debtor requests entry of an order authorizing the retention and employment of Calderwood & Harkness LLP as bankruptcy counsel for the Debtor in this Chapter 11 case, nunc pro tunc to May 15, 2025, the Petition Date. The Debtor requests that the retention be effective throughout the pendency of this Chapter 11 case, subject to further order of this Court, and that C&H be a

V. THE FIRM'S QUALIFICATIONS AND EXPERIENCE Calderwood & Harkness LLP is a New York limited liability partnership with its principal office located at 450 Park Avenue, New York, New York 10022. The Firm is one of the nation's preeminent law firms in the area of bankruptcy and corporate restructuring, and its attorneys have represented debtors, creditors' committees, DIP lenders, plan sponsors, and acquirers in some o

VI. PROPOSED SCOPE OF SERVICES Subject to Court approval, C&H will render the following legal services to the Debtor in connection with this Chapter 11 case, including but not limited to: (a) Advising the Debtor with respect to its powers, duties, and responsibilities as a debtor-in-possession under the Bankruptcy Code, the Bankruptcy Rules, the Local Rules of this Court, and applicable orders of this Court, includin

VII. PROFESSIONALS TO BE ASSIGNED A. Engagement Team The following C&H professionals will be principally responsible for the Debtor's representation in this Chapter 11 case: Nathaniel Bower — Responsible Partner, Bankruptcy & Restructuring. Mr. Bower is a partner in C&H's Bankruptcy & Restructuring practice group and will serve as the lead partner on the engagement, with overall supervisory responsibility for all asp

VIII. COMPENSATION AND BILLING ARRANGEMENTS A. Engagement Letter and Engagement Number C&H and the Debtor executed an engagement letter dated May 15, 2025 (Engagement No. 1020-00002) (the "Engagement Letter") setting forth the terms and conditions of the Firm's retention as bankruptcy counsel to the Debtor in this Chapter 11 case. The Engagement Letter identifies Nathaniel Bower as the Responsible Partner and Colette

IX. C&H'S DISINTERESTEDNESS AND DISCLOSURES PURSUANT TO RULE 2014 A. Disinterestedness. To the best of the Debtor's knowledge, information, and belief, C&H is a "disinterested person" as that term is defined in section 101(14) of the Bankruptcy Code, as modified by section 1107(b) of the Bankruptcy Code. C&H does not hold or represent any interest adverse to the estate of the Debtor. C&H has no connection with the De

X. AUTHORITY FOR RETENTION A. Statutory Basis — 11 U.S.C. § 327(a)

Section 327(a) of the Bankruptcy Code provides, in pertinent part: "Except as otherwise provided in this section, the trustee, with the court's approval, may employ one or more attorneys, accountants, appraisers, auctioneers, or other professional persons, that do not hold or represent an interest adverse to the estate, and that are disinterested persons, to represent or assist the trustee in carrying out the trustee

Section 328 of the Bankruptcy Code authorizes the Court to approve the employment of a professional person "on any reasonable terms and conditions of employment, including on a retainer, on an hourly basis, on a fixed or percentage fee basis, or on a contingent fee basis." 11 U.S.C. § 328(a). The hourly rates proposed by C&H in this Application are consistent with rates charged by similarly situated national law firm

XI. NOTICE Notice of this Application has been provided to the following parties in interest: (a) The Office of the United States Trustee for Region 12 (Northern District of Iowa); (b) Prairie State Bank, N.A., as pre-petition first lien agent and collateral agent, c/o Thomas Whitaker, 500 Main Street, Suite 1200, Kansas City, Missouri 64105; (c) Ironclad Capital Partners LP, as DIP Administrative Agent, 600 Lexingto

XII. NO PRIOR REQUEST No prior request for the relief sought herein has been made by the Debtor to this Court or to any other court.

XIII. PRAYER FOR RELIEF WHEREFORE, the Debtor respectfully requests that this Court enter an order, substantially in the form attached hereto as Exhibit B: (a) Authorizing the retention and employment of Calderwood & Harkness LLP as bankruptcy counsel for the Debtor in this Chapter 11 case, nunc pro tunc to May 15, 2025, the Petition Date; (b) Authorizing C&H to be compensated at its standard hourly billing rates as

1. Scope of Engagement. C&H is retained to serve as bankruptcy counsel to Greenfield in the Chapter 11 case to be filed in the United States Bankruptcy Court for the Northern District of Iowa (the "Court"), Case No. 25-01147, and in connection with the negotiation, documentation, and closing of a senior secured superpriority debtor-in-possession revolving credit facility (the "DIP Facility"). The scope of the engagem

2. Responsible Partner and Billing Partner. Nathaniel Bower will serve as the Responsible Partner for this engagement and will have overall supervisory responsibility for the representation. Colette Whitman will serve as the Billing Partner and will be responsible for coordinating billing, staffing, and fee application matters.

3. Billing Rates. C&H will bill for its services on an hourly basis at the Firm's standard 2025 billing rates, which are as follows: • Partners: $1,450 to $1,750 per hour • Associates: $850 to $1,150 per hour • Paralegals: $425 per hour These rates are subject to periodic adjustment consistent with the Firm's customary practices. Any adjustments to the billing rates will be disclosed to the Client and in fee applicat

4. Expenses. In addition to fees for professional services, the Client agrees to reimburse C&H for actual and necessary out-of-pocket expenses incurred in connection with the engagement, including travel, document reproduction, filing fees, electronic research, court reporting, messenger and delivery services, and other reasonable expenses. Expenses will be itemized and included in C&H's invoices and fee applications

5. Retainer. Prior to the commencement of the Chapter 11 case, the Client shall pay C&H a retainer in the amount set forth in the separate retainer agreement executed between the parties. The retainer will be deposited in C&H's trust account and applied to pre-petition fees and expenses. Any unapplied balance will be held and credited against post-petition fees and expenses as approved by the Court. The specific amou

6. Fee Applications. Following the commencement of the Chapter 11 case, all compensation and reimbursement of expenses will be subject to the approval of the Court pursuant to sections 330 and 331 of the Bankruptcy Code. C&H will submit interim and final fee applications in accordance with the Bankruptcy Code, the Federal Rules of Bankruptcy Procedure, the Local Rules of the Court, and applicable United States Truste

7. Conflicts. C&H has conducted a conflicts review in accordance with applicable rules of professional conduct and Bankruptcy Rule 2014. The results of the conflicts review, including all connections and relationships identified, are disclosed in the Application to Approve Retention and the Declaration of Nathaniel Bower filed with the Court. The Client acknowledges that C&H is a large law firm that represents many c

8. Termination. Either party may terminate this engagement at any time upon written notice to the other party, subject to the applicable rules of professional conduct and any order of the Court. Upon termination, the Client will remain responsible for payment of all fees and expenses incurred prior to the effective date of termination, subject to Court approval.

9. Governing Law. This Engagement Letter shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to principles of conflicts of law. If the foregoing terms are acceptable, please indicate your agreement by signing in the space provided below and returning a signed copy of this letter to the undersigned. We are pleased to have the opportunity to serve as bankruptcy

1. The Application is GRANTED as set forth herein.

2. Calderwood & Harkness LLP is hereby authorized and retained as bankruptcy counsel for Greenfield Agricultural Partners LLC, as debtor and debtor-in-possession, in this Chapter 11 case, nunc pro tunc to May 15, 2025, the Petition Date, to render the legal services described in the Application.

3. C&H shall be compensated for its professional services at the Firm's standard hourly billing rates, which are currently as follows: Partners — $1,450 to $1,750 per hour; Associates — $850 to $1,150 per hour; Paralegals — $425 per hour. All compensation is subject to the approval procedures set forth in sections 330 and 331 of the Bankruptcy Code, the Federal Rules of Bankruptcy Procedure, the Local Rules of this C

4. C&H is authorized to seek reimbursement of actual, necessary out-of-pocket expenses incurred in connection with the engagement, subject to Court approval in the ordinary course through interim and final fee applications.

5. C&H shall file interim and final fee applications for compensation and reimbursement of expenses in accordance with sections 330 and 331 of the Bankruptcy Code, the Federal Rules of Bankruptcy Procedure, the Local Rules of this Court, and any applicable guidelines of the Office of the United States Trustee for Region 12.

6. C&H shall promptly supplement its disclosures filed with this Court if, at any time during the pendency of this Chapter 11 case, any new material facts or circumstances arise regarding the Firm's disinterestedness, connections, or relationships with any party in interest that are required to be disclosed under Bankruptcy Rule 2014 or any other applicable provision of law.

7. This Court retains jurisdiction to hear and determine all matters arising from or related to the implementation, interpretation, and enforcement of this Order. ________________________________________ THE HONORABLE MARGARET R. DUNLEAVY UNITED STATES BANKRUPTCY JUDGE Dated: ______, 2025 Cedar Rapids, Iowa In re: | Chapter 11 GREENFIELD AGRICULTURAL PARTNERS LLC, | Case No. 25-01147 EIN: 42-8837291, | Hon. Margaret