1020-00002 · Client 1020 · Court Filings/Retention Applications

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UNITED STATES BANKRUPTCY COURT NORTHERN DISTRICT OF IOWA CEDAR RAPIDS DIVISION

APPLICATION OF GREENFIELD AGRICULTURAL PARTNERS LLC, AS DEBTOR AND DEBTOR-IN-POSSESSION, FOR ENTRY OF AN ORDER AUTHORIZING THE RETENTION AND EMPLOYMENT OF CALDERWOOD & HARKNESS LLP AS BANKRUPTCY COUNSEL FOR THE DEBTOR, NUNC PRO TUNC TO THE PETITION DATE, PURSUANT TO 11 U.S.C. §§ 327(a) AND 328 AND FEDERAL RULES OF BANKRUPTCY PROCEDURE 2014 AND 2016

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 States Code (the "Bankruptcy Code"), and Rules 2014 and 2016 of the Federal Rules of Bankruptcy Procedure (the "Bankruptcy Rules"), authorizing the Debtor to retain and employ Calderwood & Harkness LLP ("C&H" or the "Firm") as its bankruptcy counsel in this Chapter 11 case, nunc pro tunc to the Petition Date of May 15, 2025. In support of the Application, the Debtor respectfully represents as follows:

C&H has extensive experience in Chapter 11 restructurings, debtor-in-possession financing, and complex corporate reorganizations in the agricultural and chemicals sectors, making it uniquely qualified to serve as bankruptcy counsel to the Debtor in this proceeding. Since its founding, C&H's Bankruptcy & Restructuring practice group has served as lead counsel in numerous large-scale Chapter 11 cases involving debtors with complex capital structures, multi-state operations, and significant regulatory considerations similar to those present in this case.

C&H has served as lead restructuring counsel to the Debtor since the commencement of this case and has been instrumental in guiding the Debtor through the critical early stages of the Chapter 11 process. Among other things, C&H has played a central role in the negotiation and documentation of the $175,000,000 senior secured superpriority debtor-in-possession revolving credit facility (the "DIP Facility"), which is essential to the Debtor's ability to continue its operations, maintain employee payrolls, preserve going-concern value, and fund the administration of this case. C&H has also been actively engaged in the preparation and filing of all first-day motions necessary to stabilize the Debtor's business operations during the initial phase of the Chapter 11 case.

The Debtor seeks this retention nunc pro tunc to the Petition Date in order to avoid any gap in authorized representation from the filing date. It is critical that C&H's retention be effective from the very commencement of this case, as C&H began rendering essential legal services to the Debtor on May 15, 2025, including the preparation and filing of the Chapter 11 petition, the drafting of first-day motions, and the negotiation of debtor-in-possession financing, all of which required immediate attention and could not have been deferred pending formal Court approval of the retention.

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 consistent with Article III of the United States Constitution.

Venue of this case and this Application is proper in this district pursuant to 28 U.S.C. §§ 1408 and 1409. The Debtor's principal place of business, domicile, and principal assets have been located in the Northern District of Iowa for a period in excess of 180 days prior to the filing of this Chapter 11 case.

The statutory and legal predicates for the relief sought herein are sections 327(a) and 328 of the Bankruptcy Code and Rules 2014 and 2016 of the Federal Rules of Bankruptcy Procedure. Additionally, the Local Rules of the United States Bankruptcy Court for the Northern District of Iowa, and any applicable guidelines promulgated by the Office of the United States Trustee for Region 12, govern the procedural requirements applicable to this Application.

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 seed treatments. The Debtor's flagship product is ClearGuard XR, a broad-spectrum herbicide that has achieved significant market penetration across the Midwest and Mid-South agricultural regions of the United States.

The Debtor operates three manufacturing plants strategically located to serve the core agricultural markets of the central United States:

(i) Cedar Falls, Iowa — The Debtor's primary manufacturing facility and corporate headquarters, located at 1400 Prairie Ridge Drive, Cedar Falls, Iowa 50613. This facility serves as the principal production site for ClearGuard XR and the Debtor's full line of herbicide products.

(ii) Decatur, Illinois — A secondary manufacturing facility located at 2200 Industrial Boulevard, Decatur, Illinois 62521. This plant is dedicated to the production of fungicides and specialty adjuvant formulations.

(iii) Jonesboro, Arkansas — A manufacturing and blending facility located at 815 County Road 740, Jonesboro, Arkansas 72401. This plant produces seed treatment products and serves as a distribution hub for the Debtor's Mid-South operations.

In addition to its manufacturing operations, the Debtor maintains fourteen (14) regional distribution centers located across the Midwest and Mid-South regions, enabling the Debtor to efficiently deliver products to its customer base of approximately 5,000 agricultural retailers, cooperatives, and direct farm accounts. The Debtor also operates a 640-acre research and development farm located at 4500 University Boulevard, Ames, Iowa 50010, where the Debtor conducts field trials, product efficacy testing, and formulation development activities.

As of the Petition Date, the Debtor employed approximately 2,300 individuals across its manufacturing, distribution, research, and administrative operations. These employees represent a critical component of the Debtor's enterprise value, possessing specialized technical expertise in agricultural chemistry, regulatory compliance, manufacturing processes, and customer relationships that would be difficult and costly to replicate.

For the fiscal year ended December 31, 2024, the Debtor generated revenues of approximately $612.4 million and earnings before interest, taxes, depreciation, and amortization ("EBITDA") of approximately $38.7 million. The Debtor's registered agent is Capitol Registered Agents Inc., located at 400 East Court Avenue, Suite 200, Des Moines, Iowa 50309.

B. The Chapter 11 Case

On May 15, 2025 (the "Petition Date"), the Debtor filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code in the United States Bankruptcy Court for the Northern District of Iowa, Cedar Rapids Division. The case was assigned Case No. 25-01147 and assigned to the Honorable Margaret R. Dunleavy, United States Bankruptcy Judge. The Debtor 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. This is a single-entity filing; no subsidiary debtors have filed petitions at this time, although the Debtor reserves the right to seek the joinder of additional entities if circumstances warrant.

The filing of this Chapter 11 case was precipitated by a confluence of adverse business conditions and financial pressures that rendered the Debtor unable to continue servicing its debt obligations outside of bankruptcy. Specifically, the following factors contributed to the Debtor's need to seek Chapter 11 protection:

(i) Severe Drought Conditions. The 2024 growing season was marked by historically severe drought conditions across the Debtor's core Midwest markets, which significantly depressed demand for crop protection products and resulted in reduced revenues compared to the Debtor's business plan projections and prior-year performance.

(ii) Depressed Commodity Pricing. In addition to reduced demand volumes, the prices of key agricultural commodities declined substantially during the 2024 growing season and into the first quarter of 2025, further constraining farm operators' willingness and ability to purchase crop protection inputs.

(iii) Delayed EPA Re-Registration of ClearGuard XR. The Debtor's flagship product, ClearGuard XR, has been the subject of a pending re-registration review by the United States Environmental Protection Agency (the "EPA"). The re-registration process, which was originally expected to conclude in mid-2024, has been delayed, creating market uncertainty and adversely impacting customer orders for ClearGuard XR pending regulatory resolution.

(iv) Breach of Financial Covenants. As a result of the foregoing operational and financial challenges, the Debtor breached the Total Net Leverage Ratio covenant under its First Lien Term Loan Agreement, reporting an actual Total Net Leverage Ratio of 9.82x as of December 31, 2024, significantly exceeding the maximum permitted ratio of 6.50x.

(v) Expiration of Forbearance Agreement. Following the covenant breach, the Debtor and its first lien lenders entered into a forbearance agreement pursuant to which the lenders agreed to temporarily forbear from exercising remedies. That forbearance agreement expired on May 1, 2025, without renewal or extension, thereby exposing the Debtor to the immediate exercise of lender remedies, including acceleration of the outstanding term loan balance.

(vi) Missed Interest Payment on Senior Unsecured Notes. The Debtor failed to make a scheduled semi-annual interest payment of $3,681,250 on its Senior Unsecured Notes. The applicable grace period expired on April 14, 2025, constituting an event of default under the Senior Unsecured Notes Indenture.

In light of these circumstances, the Debtor determined, after consultation with its financial advisor, Claridge Advisory Group LLC, and proposed bankruptcy counsel, Calderwood & Harkness LLP, that a Chapter 11 filing was necessary to preserve going-concern value, protect the interests of all stakeholders, and provide a structured forum in which to negotiate a comprehensive restructuring of the Debtor's balance sheet.

C. Pre-Petition Capital Structure

As of the Petition Date, the Debtor's capital structure consisted of the following funded debt obligations:

The ABL Revolver is a syndicated facility with participating lenders including Hawthorn National Bank and Northland Savings Bank, F.S.B. Prairie State Bank, N.A. serves as both administrative agent and collateral agent under the First Lien Term Loan and the ABL Revolver. Meridian Trust Company serves as indenture trustee under the Senior Unsecured Notes Indenture.

The Debtor's total funded and unfunded debt obligations as of the Petition Date were approximately $489,200,000. The Debtor had approximately $11,800,000 in cash on hand as of the Petition Date. Based on preliminary valuations conducted by the Debtor's financial advisor, Claridge Advisory Group LLC, the estimated enterprise value of the Debtor ranges from approximately $280 million to $340 million, with a mid-point estimate of approximately $310 million.

D. The DIP Facility

The Debtor is contemporaneously seeking authorization of a $175,000,000 senior secured superpriority DIP revolving credit facility (the "DIP Facility") pursuant to a separate motion filed with this Court. The DIP Facility is led by Ironclad Capital Partners LP, serving as Administrative Agent, with Ridgeline Opportunity Fund III LP and Bramblewood Credit Advisors LLC serving as co-lenders. The DIP Facility is essential to the Debtor's ability to fund ongoing operations, pay employee wages and benefits, purchase raw materials, maintain its manufacturing plants and distribution centers, and administer this Chapter 11 case.

C&H has been and will continue to serve as lead counsel to the Debtor in connection with the negotiation, documentation, and closing of the DIP Facility. The negotiation of the DIP credit agreement, the related security documents, intercreditor arrangements, and adequate protection provisions has been and will continue to be a substantial and complex component of C&H's representation of the Debtor in this case.

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 authorized to be compensated on an hourly basis at its standard billing rates, subject to Court approval pursuant to sections 330 and 331 of the Bankruptcy Code, the Bankruptcy Rules, the Local Rules of this Court, and applicable guidelines of the Office of the United States Trustee for Region 12.

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 of the largest and most complex Chapter 11 cases filed in courts across the United States.

C&H maintains an Iowa office located at 801 Grand Avenue, Suite 3300, Des Moines, Iowa 50309, which will serve in a local counsel capacity for filings and appearances in the United States Bankruptcy Court for the Northern District of Iowa. The availability of C&H's Iowa office ensures that the Debtor will have immediate access to local counsel who are admitted to practice and familiar with the rules and procedures of this Court, while simultaneously benefiting from the depth and breadth of the Firm's national restructuring practice.

C&H's Bankruptcy & Restructuring practice group has extensive experience representing debtors, creditors' committees, DIP lenders, and acquirers in Chapter 11 cases across a wide range of industries, including agriculture, chemicals, manufacturing, energy, healthcare, and retail. The Firm's restructuring attorneys possess deep expertise in the full spectrum of issues that arise in Chapter 11 proceedings, including debtor-in-possession financing under section 364 of the Bankruptcy Code, the use of cash collateral under section 363, critical vendor motions, employee retention programs, the negotiation and confirmation of plans of reorganization, and the structuring and execution of section 363 asset sales.

The Firm is particularly well-positioned to handle the complex restructuring issues presented in this case, which include, among other things, a substantial DIP financing transaction, complex intercreditor issues arising from the Debtor's multi-tranche capital structure, regulatory considerations relating to the pending EPA re-registration of ClearGuard XR, seasonal business timing constraints inherent in the agricultural chemicals industry, environmental compliance matters at three manufacturing facilities across three states, and the preservation of going-concern value for the benefit of all stakeholders.

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, including the duty to comply with the reporting requirements of the United States Trustee;

(b) Negotiating, drafting, and consummating the DIP Facility, including the DIP Credit Agreement, promissory notes, security agreements, mortgages, guaranties, and all ancillary and related documents, and preparing all related Court filings, including the DIP Financing Motion and proposed orders;

(c) Preparing and filing motions, applications, complaints, answers, orders, reports, schedules, statements of financial affairs, and other pleadings and documents necessary to the administration of the Debtor's estate;

(d) Advising the Debtor on the use of cash collateral, the provision of adequate protection for pre-petition secured lenders, and intercreditor matters arising from the Debtor's multi-tranche capital structure, including issues relating to the relative priorities and rights of the First Lien Term Loan lenders, ABL Revolver lenders, and Senior Unsecured Noteholders;

(e) Negotiating with creditors, equity interest holders, and other parties in interest regarding the terms of a plan of reorganization, a sale transaction, or other restructuring alternatives, and representing the Debtor in any mediation or alternative dispute resolution proceedings directed by the Court;

(f) Preparing a disclosure statement and plan of reorganization pursuant to sections 1125 and 1129 of the Bankruptcy Code, or a section 363 sale motion if determined to be the appropriate path to maximize value for the estate;

(g) Advising the Debtor on tax, regulatory, labor, and environmental matters arising in or related to this Chapter 11 case, including without limitation the EPA regulatory issues related to the pending re-registration of ClearGuard XR, environmental compliance obligations at the Debtor's manufacturing facilities, labor and employment matters affecting the Debtor's approximately 2,300 employees, and federal and state tax consequences of proposed restructuring transactions;

(h) Appearing before this Court, appellate courts, and other tribunals as necessary in connection with the representation of the Debtor in this Chapter 11 case and any related proceedings;

(i) Advising the Debtor on corporate governance, management, and operational matters in the Chapter 11 context, including fiduciary duties of officers and managers, insurance coverage issues, and related matters; and

(j) Performing all other legal services for the Debtor that may be necessary and proper in this Chapter 11 case, consistent with the requirements of the Bankruptcy Code and the Bankruptcy Rules.

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 aspects of the representation. Mr. Bower has over twenty-five years of experience representing debtors, creditors' committees, and other parties in interest in complex Chapter 11 cases. He has been admitted to practice in the State of New York and the State of Iowa, and is admitted to practice before the United States Bankruptcy Courts for the Northern and Southern Districts of Iowa and the Southern District of New York.

Colette Whitman — Billing Partner, Bankruptcy & Restructuring. Ms. Whitman is a partner in C&H's Bankruptcy & Restructuring practice group and will serve as the billing partner for the engagement. In that capacity, Ms. Whitman will be responsible for coordinating billing, staffing, and fee application matters, and will serve as the primary liaison with the Office of the United States Trustee regarding billing and reporting matters. Ms. Whitman has extensive experience in the preparation and prosecution of interim and final fee applications in Chapter 11 cases.

Gabrielle Moss — Lead Associate, Bankruptcy & Restructuring. Ms. Moss is a senior associate in C&H's Bankruptcy & Restructuring practice group and will serve as the lead associate on the engagement. Ms. Moss will be responsible for the day-to-day management of the representation, including the drafting of pleadings, motions, and orders, the negotiation of transactional documents (including DIP Facility documentation), and Court appearances before this Court. Ms. Moss has represented debtors and creditors in numerous Chapter 11 cases and has substantial experience in DIP financing transactions.

Amy Chesterton — Working Associate, Bankruptcy & Restructuring. Ms. Chesterton is an associate in C&H's Bankruptcy & Restructuring practice group and will assist with legal research, document preparation, financial analysis, compliance monitoring, and other tasks as directed by the engagement team. Ms. Chesterton has experience in the preparation of schedules, statements of financial affairs, and operating reports in Chapter 11 cases.

B. Additional Personnel

In addition to the professionals identified above, additional partners, associates, and paraprofessionals of C&H may be assigned to the engagement from time to time as circumstances require and as the demands of the case evolve. The staffing of additional personnel will be consistent with the complexity and urgency of the matters at hand. The Debtor will identify any additional C&H professionals assigned to the engagement, together with their applicable billing rates, in its interim and final fee applications filed with this Court.

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 Whitman as the Billing Partner for the engagement. The scope of the engagement encompasses the representation of the Debtor as bankruptcy counsel in Case No. 25-01147 and the related DIP financing transaction.

A true and correct copy of the Engagement Letter is attached hereto as Exhibit A. To the extent the Engagement Letter contains information subject to the attorney-client privilege or otherwise warrants confidential treatment, the Debtor reserves the right to file the Engagement Letter under seal with appropriate motion.

B. Hourly Billing Rates

C&H proposes to be compensated for legal services rendered in connection with this Chapter 11 case on an hourly basis at the Firm's standard 2025 billing rates, which are as follows:

These rates are subject to periodic adjustment consistent with C&H's customary practices, which typically involve annual rate increases effective January 1 of each calendar year. Any adjustments to the applicable billing rates will be fully disclosed in interim and final fee applications submitted to this Court. The rates set forth above are consistent with the rates that C&H charges for comparable matters and are reasonable given the complexity, size, and demands of this Chapter 11 case, which involves total pre-petition funded debt of approximately $489,200,000, a $175,000,000 DIP Facility, manufacturing and distribution operations spanning three states, significant regulatory issues, seasonal business timing constraints, and a workforce of approximately 2,300 employees.

C. Retainer. Prior to the Petition Date, the Debtor paid C&H a pre-petition retainer in connection with the anticipated Chapter 11 filing and the Firm's pre-petition engagement. The specific amount of the retainer will be disclosed in the Declaration of Nathaniel Bower filed contemporaneously herewith (the "Bower Declaration"). The retainer has been deposited in the Firm's trust account and will be applied to pre-petition services rendered by C&H. Any unapplied balance of the retainer will be credited against post-petition fees and expenses as approved by this Court in connection with C&H's interim and final fee applications.

D. Expense Reimbursement

In addition to compensation for professional services, C&H will seek reimbursement of actual and necessary out-of-pocket expenses incurred in connection with the engagement. Such expenses are expected to include, but are not limited to, the following categories:

(i) Travel expenses (including airfare, ground transportation, lodging, and meals) incurred in connection with travel to Cedar Rapids, Cedar Falls, Des Moines, and other locations as required by the representation;

(ii) Document reproduction and printing costs;

(iii) Court filing fees;

(iv) Electronic legal research services (including Westmark Data Systems and similar platforms);

(v) Court reporting and transcription services;

(vi) Messenger and overnight delivery services;

(vii) Long-distance telephone and conference call charges; and

(viii) Other incidental costs necessary to the effective representation of the Debtor.

All expenses will be billed in accordance with the applicable guidelines promulgated by the Office of the United States Trustee for Region 12 and will be fully documented and disclosed in C&H's interim and final fee applications.

E. Fee Applications

C&H will submit 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 (including Rule 2016), the Local Rules of the United States Bankruptcy Court for the Northern District of Iowa, and any applicable guidelines promulgated by the Office of the United States Trustee for Region 12. All compensation and reimbursement of expenses sought by C&H are subject to the review and approval of this Court and are subject to the review and comment of the United States Trustee and all parties in interest.

Based on projected disbursements from the Debtor's estate, estimated quarterly United States Trustee fees are approximately $325,000 per quarter.

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 Debtor, its creditors, or any other party in interest, or their respective attorneys and accountants, the United States Trustee, or any person employed in the office of the United States Trustee, other than as disclosed herein and in the Declaration of Nathaniel Bower filed contemporaneously herewith (the "Bower Declaration").

C&H's retention as bankruptcy counsel for the Debtor is in the best interests of the estate and its creditors, and C&H is qualified to represent the Debtor in this Chapter 11 case. C&H has conducted an extensive conflicts review and has determined that, subject to the disclosures set forth below and in the Bower Declaration, the Firm is disinterested and does not hold or represent any interest adverse to the Debtor's estate.

B. Specific Disclosures

In accordance with Bankruptcy Rule 2014(a), C&H has conducted a comprehensive conflicts check of the following parties and their known affiliates, and has determined that, except as specifically disclosed herein and in the Bower Declaration, C&H has no disqualifying connections to any such parties:

(i) The Debtor: Greenfield Agricultural Partners LLC;

(ii) Management of the Debtor: Derek Calloway, Chief Executive Officer; Patricia Langford, Chief Financial Officer; Russell Teague, Chief Operating Officer; Monica Huang, General Counsel and Secretary; and James Delacroix, Vice President, Treasury & Capital Markets;

(iii) DIP Lenders and Their Key Personnel: Ironclad Capital Partners LP (Martin Halberstam, Diana Voss), Ridgeline Opportunity Fund III LP (Kevin Pratt, Samuel Ostrowski), and Bramblewood Credit Advisors LLC (Christine Morel);

(iv) Pre-Petition Secured Lenders: Prairie State Bank, N.A. (Thomas Whitaker, Angela Reeves), Hawthorn National Bank, and Northland Savings Bank, F.S.B.;

(v) Indenture Trustee / Collateral Agent: Meridian Trust Company (Robert Fennimore);

(vi) Counsel to the DIP Lenders: Harmon & Keach LLP (Richard Yeung, Laura Brennan);

(vii) Prospective Counsel to the Official Committee of Unsecured Creditors: Archer Grayson & Cole LLP (Franklin Desmond, Keiko Tanaka);

(viii) The Debtor's Financial Advisor: Claridge Advisory Group LLC (Nolan Ashworth, Rebecca Liu);

(ix) The Debtor's Auditor: Holloway & Birch LLP (Andrew Sorensen);

(x) Appraiser: Bellwether Valuation Services Inc. (Gregory Pineda);

(xi) D&O Insurer: Stonebridge Insurance Group Ltd. (Policy No. SIG-DO-2024-07821; $15,000,000 aggregate limit);

(xii) Registered Agent: Capitol Registered Agents Inc.;

(xiii) Significant Trade Creditor / Vendor: Norris Industrial Services LLC;

(xiv) The United States Trustee for Region 12; and

(xv) The Presiding Judge: the Honorable Margaret R. Dunleavy, United States Bankruptcy Judge.

C&H acknowledges that, in the ordinary course of its legal practice, the Firm may represent certain entities that are creditors, equity holders, or parties in interest in this Chapter 11 case in matters wholly unrelated to this proceeding. Any such representations have been reviewed by C&H and are not believed to create a disqualifying conflict of interest under section 327(a) of the Bankruptcy Code or any other applicable provision of law or the rules of professional conduct. All such representations are identified and disclosed in detail in the Bower Declaration.

C&H has not shared or agreed to share any compensation received in connection with this engagement with any other person or entity, except for members and employees of the Firm in the ordinary course.

C. The Bower Declaration

Contemporaneously herewith, the Debtor is filing the Declaration of Nathaniel Bower in Support of the Application (the "Bower Declaration"), which provides a detailed description of the Firm, its qualifications, the professionals to be assigned to this engagement, a listing of the Firm's applicable billing rates, an identification of all connections and relationships between C&H and the parties identified above (and their affiliates), and a confirmation of C&H's disinterestedness, all as required by Bankruptcy Rule 2014(a). The Bower Declaration also discloses the amount of the pre-petition retainer paid by the Debtor to C&H. The Bower Declaration is incorporated herein by reference as though fully set forth in this Application.

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's duties under this title." 11 U.S.C. § 327(a).

Pursuant to section 1107(a) of the Bankruptcy Code, the rights, powers, and duties of a trustee serving in a Chapter 11 case are conferred upon the debtor-in-possession. Accordingly, the Debtor, as debtor-in-possession, is authorized to seek Court approval for the employment of professionals under section 327(a).

As set forth herein and in the Bower Declaration, C&H satisfies the requirements of section 327(a). The Firm does not hold or represent any interest adverse to the Debtor's estate, and the Firm is a disinterested person as defined in section 101(14) of the Bankruptcy Code, as modified by section 1107(b). The Debtor's retention of C&H as bankruptcy counsel is in the best interests of the estate and should be approved.

B. Nunc Pro Tunc Retention

The Debtor seeks retention of C&H nunc pro tunc to the Petition Date, May 15, 2025. C&H began rendering legal services to the Debtor on the Petition Date in connection with the preparation and filing of the Chapter 11 petition, first-day motions (including the DIP Financing Motion, the Cash Collateral Motion, the Critical Vendor Motion, and related motions), and other urgent matters requiring immediate attention. The services rendered by C&H from the Petition Date were essential to the Debtor's ability to obtain the relief necessary to stabilize its operations and preserve going-concern value during the critical early stages of the Chapter 11 case.

This Application is being filed promptly following the Petition Date in accordance with customary practice in Chapter 11 cases. Any delay in the filing of this Application is attributable solely to the substantial demands placed upon the Debtor and its professionals by the preparation and filing of the first-day motions and the urgency of the DIP Facility negotiation, which required the Debtor's and C&H's immediate and continuous attention.

Courts routinely approve nunc pro tunc retention of professionals where counsel has been engaged and rendering services from the commencement of the case, provided that the professional is disinterested and does not hold or represent an interest adverse to the estate. See, e.g., In re Cendant Corp., 260 B.R. 784 (Bankr. D.N.J. 2001); In re GHR Energy Corp., 33 B.R. 451 (Bankr. D. Mass. 1983); see also Collier on Bankruptcy ¶ 327.04 (16th ed.) (discussing nunc pro tunc retention of professionals). The Debtor respectfully submits that the circumstances of this case fully support nunc pro tunc retention of C&H.

C. Reasonableness of Compensation — 11 U.S.C. § 328

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 firms for comparable Chapter 11 engagements, and are reasonable in light of the complexity, size, and scope of this case.

The reasonableness of C&H's proposed compensation is supported by the following factors: (i) the Debtor's total pre-petition funded debt of approximately $489,200,000; (ii) a $175,000,000 DIP Facility requiring complex negotiation and documentation; (iii) manufacturing and distribution operations spanning three states (Iowa, Illinois, and Arkansas); (iv) significant regulatory issues, including the pending EPA re-registration of ClearGuard XR; (v) seasonal business timing considerations inherent in the agricultural chemicals industry, which create urgency in the restructuring timeline; (vi) a workforce of approximately 2,300 employees whose interests must be protected; and (vii) the multi-tranche capital structure and attendant intercreditor issues. All compensation remains subject to the approval of this Court under sections 330 and 331 of the Bankruptcy Code, and C&H's fees and expenses will be subject to the review of the United States Trustee and all parties in interest.

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 Lexington Avenue, 34th Floor, New York, New York 10022, and its counsel, Harmon & Keach LLP, 51 West 52nd Street, New York, New York 10019 (Attn: Richard Yeung, Esq.);

(d) The holders of the twenty (20) largest unsecured claims against the Debtor;

(e) All parties that have filed a notice of appearance or request for service of papers in this case; and

(f) Counsel to any Official Committee of Unsecured Creditors appointed in this case, if and when appointed (expected to be Archer Grayson & Cole LLP).

The Debtor submits that the foregoing notice is sufficient under the circumstances and that no further or other notice of this Application is required.

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 set forth herein (Partners: $1,450 to $1,750 per hour; Associates: $850 to $1,150 per hour; Paralegals: $425 per hour), subject to Court approval under sections 330 and 331 of the Bankruptcy Code;

(c) Authorizing C&H to seek reimbursement of actual, necessary out-of-pocket expenses incurred in connection with the engagement;

(d) Granting such other and further relief as this Court deems just and proper.

Dated: May 15, 2025 Cedar Rapids, Iowa

Respectfully submitted,

CALDERWOOD & HARKNESS LLP

Proposed Counsel for Greenfield Agricultural Partners LLC, Debtor and Debtor-in-Possession

By: ________

Nathaniel Bower Responsible Partner

CALDERWOOD & HARKNESS LLP 450 Park Avenue New York, New York 10022 Telephone: (212) 555-7800 Facsimile: (212) 555-7801

Email: nbower@calderwoodharkness.com

Iowa Office: 801 Grand Avenue, Suite 3300 Des Moines, Iowa 50309 Telephone: (515) 555-4100 Facsimile: (515) 555-4101

EXHIBIT A

ENGAGEMENT LETTER

CALDERWOOD & HARKNESS LLP 450 Park Avenue New York, New York 10022

May 15, 2025

Greenfield Agricultural Partners LLC 1400 Prairie Ridge Drive Cedar Falls, Iowa 50613

Attn: Derek Calloway, Chief Executive Officer

Monica Huang, General Counsel & Secretary

Re: Engagement of Calderwood & Harkness LLP as Bankruptcy Counsel Engagement No.: 1020-00002

Dear Mr. Calloway and Ms. Huang:

This letter (this "Engagement Letter") sets forth the terms and conditions upon which Calderwood & Harkness LLP ("C&H" or the "Firm") has been retained to serve as bankruptcy counsel to Greenfield Agricultural Partners LLC ("Greenfield" or the "Client") in connection with the Client's contemplated voluntary petition for relief under Chapter 11 of title 11 of the United States Code (the "Bankruptcy Code") and the related debtor-in-possession financing transaction.

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 engagement includes, but is not limited to, advising the Client with respect to its powers and duties as debtor-in-possession, preparing and filing all pleadings and motions necessary to the administration of the estate, negotiating with creditors and other parties in interest, and performing all other legal services that may be necessary and proper in the Chapter 11 case. The scope of this engagement does not include representation of the Client in matters unrelated to the Chapter 11 case unless separately agreed in writing.

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 applications filed with the Court.

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 amount of the retainer is disclosed in the Declaration of Nathaniel Bower filed with the Court.

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 Trustee Guidelines.

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 clients in diverse matters, and that the Firm may currently represent or may in the future represent entities that are creditors, equity holders, or parties in interest in the Chapter 11 case in matters wholly unrelated to the case. C&H will promptly disclose any material changes in its conflict status.

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 counsel to Greenfield Agricultural Partners LLC in this important matter.

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Nathaniel Bower Partner

AGREED AND ACCEPTED:

GREENFIELD AGRICULTURAL PARTNERS LLC

By: ________

Name: Derek Calloway

Title: Chief Executive Officer

Date: May 15, 2025

GREENFIELD AGRICULTURAL PARTNERS LLC

By: ________

Name: Monica Huang

Title: General Counsel & Secretary

Date: May 15, 2025

EXHIBIT B

PROPOSED ORDER AUTHORIZING RETENTION OF CALDERWOOD & HARKNESS LLP AS BANKRUPTCY COUNSEL FOR THE DEBTOR

UNITED STATES BANKRUPTCY COURT NORTHERN DISTRICT OF IOWA CEDAR RAPIDS DIVISION

ORDER AUTHORIZING THE RETENTION AND EMPLOYMENT OF CALDERWOOD & HARKNESS LLP AS BANKRUPTCY COUNSEL FOR THE DEBTOR, NUNC PRO TUNC TO MAY 15, 2025

Upon the Application of Greenfield Agricultural Partners LLC, as debtor and debtor-in-possession (the "Debtor"), dated May 15, 2025 (Dkt. No. __) (the "Application"), for entry of an order authorizing the retention and employment of Calderwood & Harkness LLP ("C&H") as bankruptcy counsel for the Debtor in this Chapter 11 case, nunc pro tunc to May 15, 2025, pursuant to sections 327(a) and 328 of title 11 of the United States Code (the "Bankruptcy Code") and Rules 2014 and 2016 of the Federal Rules of Bankruptcy Procedure; and the Court having considered the Application, the Declaration of Nathaniel Bower in Support of the Application (the "Bower Declaration"), and any responses or objections thereto; and the Court having found that (i) 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), (ii) C&H does not hold or represent any interest adverse to the Debtor's estate, (iii) the retention of C&H as bankruptcy counsel for the Debtor is in the best interests of the Debtor's estate and its creditors, and (iv) the proposed terms of compensation are reasonable; and the Court having jurisdiction over this matter pursuant to 28 U.S.C. §§ 157 and 1334; and this matter being a core proceeding under 28 U.S.C. § 157(b)(2)(A) and (O); and venue being proper pursuant to 28 U.S.C. §§ 1408 and 1409; and adequate notice of the Application having been given; and after due deliberation; and good and sufficient cause appearing therefor;

IT IS HEREBY ORDERED, ADJUDGED, AND DECREED THAT:

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 Court, and any applicable guidelines of the Office of the United States Trustee for Region 12.

UNITED STATES BANKRUPTCY COURT NORTHERN DISTRICT OF IOWA CEDAR RAPIDS DIVISION
APPLICATION OF GREENFIELD AGRICULTURAL PARTNERS LLC, AS DEBTOR AND DEBTOR-IN-POSSESSION, FOR ENTRY OF AN ORDER AUTHORIZING THE RETENTION AND EMPLOYMENT OF CALDERWOOD & HARKNESS LLP AS BANKRUPTCY COUNSEL FOR THE DEBTOR, NUNC PRO TUNC TO THE PETITION DATE, PURSUANT TO 11 U.S.C. §§ 327(a) AND 328 AND FEDERAL RULES OF BANKRUPTCY PROCEDURE 2014 AND 2016
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 States Code (the "Bankruptcy Code"), and Rules 2014 and 2016 of the Federal Rules of Bankruptcy Procedure (the "Bankruptcy Rules"), authorizing the Debtor to retain and employ Calderwood & Harkness LLP ("C&H" or the "Firm") as its bankruptcy counsel in this Chapter 11 case, nunc pro tunc to the Petition Date of May 15, 2025. In support of the Application, the Debtor respectfully represents as follows:
C&H has extensive experience in Chapter 11 restructurings, debtor-in-possession financing, and complex corporate reorganizations in the agricultural and chemicals sectors, making it uniquely qualified to serve as bankruptcy counsel to the Debtor in this proceeding. Since its founding, C&H's Bankruptcy & Restructuring practice group has served as lead counsel in numerous large-scale Chapter 11 cases involving debtors with complex capital structures, multi-state operations, and significant regulatory considerations similar to those present in this case.
C&H has served as lead restructuring counsel to the Debtor since the commencement of this case and has been instrumental in guiding the Debtor through the critical early stages of the Chapter 11 process. Among other things, C&H has played a central role in the negotiation and documentation of the $175,000,000 senior secured superpriority debtor-in-possession revolving credit facility (the "DIP Facility"), which is essential to the Debtor's ability to continue its operations, maintain employee payrolls, preserve going-concern value, and fund the administration of this case. C&H has also been actively engaged in the preparation and filing of all first-day motions necessary to stabilize the Debtor's business operations during the initial phase of the Chapter 11 case.
The Debtor seeks this retention nunc pro tunc to the Petition Date in order to avoid any gap in authorized representation from the filing date. It is critical that C&H's retention be effective from the very commencement of this case, as C&H began rendering essential legal services to the Debtor on May 15, 2025, including the preparation and filing of the Chapter 11 petition, the drafting of first-day motions, and the negotiation of debtor-in-possession financing, all of which required immediate attention and could not have been deferred pending formal Court approval of the retention.
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 consistent with Article III of the United States Constitution.
Venue of this case and this Application is proper in this district pursuant to 28 U.S.C. §§ 1408 and 1409. The Debtor's principal place of business, domicile, and principal assets have been located in the Northern District of Iowa for a period in excess of 180 days prior to the filing of this Chapter 11 case.
The statutory and legal predicates for the relief sought herein are sections 327(a) and 328 of the Bankruptcy Code and Rules 2014 and 2016 of the Federal Rules of Bankruptcy Procedure. Additionally, the Local Rules of the United States Bankruptcy Court for the Northern District of Iowa, and any applicable guidelines promulgated by the Office of the United States Trustee for Region 12, govern the procedural requirements applicable to this Application.
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 seed treatments. The Debtor's flagship product is ClearGuard XR, a broad-spectrum herbicide that has achieved significant market penetration across the Midwest and Mid-South agricultural regions of the United States.
The Debtor operates three manufacturing plants strategically located to serve the core agricultural markets of the central United States:
(i) Cedar Falls, Iowa — The Debtor's primary manufacturing facility and corporate headquarters, located at 1400 Prairie Ridge Drive, Cedar Falls, Iowa 50613. This facility serves as the principal production site for ClearGuard XR and the Debtor's full line of herbicide products.
(ii) Decatur, Illinois — A secondary manufacturing facility located at 2200 Industrial Boulevard, Decatur, Illinois 62521. This plant is dedicated to the production of fungicides and specialty adjuvant formulations.
(iii) Jonesboro, Arkansas — A manufacturing and blending facility located at 815 County Road 740, Jonesboro, Arkansas 72401. This plant produces seed treatment products and serves as a distribution hub for the Debtor's Mid-South operations.
In addition to its manufacturing operations, the Debtor maintains fourteen (14) regional distribution centers located across the Midwest and Mid-South regions, enabling the Debtor to efficiently deliver products to its customer base of approximately 5,000 agricultural retailers, cooperatives, and direct farm accounts. The Debtor also operates a 640-acre research and development farm located at 4500 University Boulevard, Ames, Iowa 50010, where the Debtor conducts field trials, product efficacy testing, and formulation development activities.
As of the Petition Date, the Debtor employed approximately 2,300 individuals across its manufacturing, distribution, research, and administrative operations. These employees represent a critical component of the Debtor's enterprise value, possessing specialized technical expertise in agricultural chemistry, regulatory compliance, manufacturing processes, and customer relationships that would be difficult and costly to replicate.
For the fiscal year ended December 31, 2024, the Debtor generated revenues of approximately $612.4 million and earnings before interest, taxes, depreciation, and amortization ("EBITDA") of approximately $38.7 million. The Debtor's registered agent is Capitol Registered Agents Inc., located at 400 East Court Avenue, Suite 200, Des Moines, Iowa 50309.
B. The Chapter 11 Case
On May 15, 2025 (the "Petition Date"), the Debtor filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code in the United States Bankruptcy Court for the Northern District of Iowa, Cedar Rapids Division. The case was assigned Case No. 25-01147 and assigned to the Honorable Margaret R. Dunleavy, United States Bankruptcy Judge. The Debtor 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. This is a single-entity filing; no subsidiary debtors have filed petitions at this time, although the Debtor reserves the right to seek the joinder of additional entities if circumstances warrant.
The filing of this Chapter 11 case was precipitated by a confluence of adverse business conditions and financial pressures that rendered the Debtor unable to continue servicing its debt obligations outside of bankruptcy. Specifically, the following factors contributed to the Debtor's need to seek Chapter 11 protection:
(i) Severe Drought Conditions. The 2024 growing season was marked by historically severe drought conditions across the Debtor's core Midwest markets, which significantly depressed demand for crop protection products and resulted in reduced revenues compared to the Debtor's business plan projections and prior-year performance.
(ii) Depressed Commodity Pricing. In addition to reduced demand volumes, the prices of key agricultural commodities declined substantially during the 2024 growing season and into the first quarter of 2025, further constraining farm operators' willingness and ability to purchase crop protection inputs.
(iii) Delayed EPA Re-Registration of ClearGuard XR. The Debtor's flagship product, ClearGuard XR, has been the subject of a pending re-registration review by the United States Environmental Protection Agency (the "EPA"). The re-registration process, which was originally expected to conclude in mid-2024, has been delayed, creating market uncertainty and adversely impacting customer orders for ClearGuard XR pending regulatory resolution.
(iv) Breach of Financial Covenants. As a result of the foregoing operational and financial challenges, the Debtor breached the Total Net Leverage Ratio covenant under its First Lien Term Loan Agreement, reporting an actual Total Net Leverage Ratio of 9.82x as of December 31, 2024, significantly exceeding the maximum permitted ratio of 6.50x.
(v) Expiration of Forbearance Agreement. Following the covenant breach, the Debtor and its first lien lenders entered into a forbearance agreement pursuant to which the lenders agreed to temporarily forbear from exercising remedies. That forbearance agreement expired on May 1, 2025, without renewal or extension, thereby exposing the Debtor to the immediate exercise of lender remedies, including acceleration of the outstanding term loan balance.
(vi) Missed Interest Payment on Senior Unsecured Notes. The Debtor failed to make a scheduled semi-annual interest payment of $3,681,250 on its Senior Unsecured Notes. The applicable grace period expired on April 14, 2025, constituting an event of default under the Senior Unsecured Notes Indenture.
In light of these circumstances, the Debtor determined, after consultation with its financial advisor, Claridge Advisory Group LLC, and proposed bankruptcy counsel, Calderwood & Harkness LLP, that a Chapter 11 filing was necessary to preserve going-concern value, protect the interests of all stakeholders, and provide a structured forum in which to negotiate a comprehensive restructuring of the Debtor's balance sheet.
C. Pre-Petition Capital Structure
As of the Petition Date, the Debtor's capital structure consisted of the following funded debt obligations:
The ABL Revolver is a syndicated facility with participating lenders including Hawthorn National Bank and Northland Savings Bank, F.S.B. Prairie State Bank, N.A. serves as both administrative agent and collateral agent under the First Lien Term Loan and the ABL Revolver. Meridian Trust Company serves as indenture trustee under the Senior Unsecured Notes Indenture.
The Debtor's total funded and unfunded debt obligations as of the Petition Date were approximately $489,200,000. The Debtor had approximately $11,800,000 in cash on hand as of the Petition Date. Based on preliminary valuations conducted by the Debtor's financial advisor, Claridge Advisory Group LLC, the estimated enterprise value of the Debtor ranges from approximately $280 million to $340 million, with a mid-point estimate of approximately $310 million.
D. The DIP Facility
The Debtor is contemporaneously seeking authorization of a $175,000,000 senior secured superpriority DIP revolving credit facility (the "DIP Facility") pursuant to a separate motion filed with this Court. The DIP Facility is led by Ironclad Capital Partners LP, serving as Administrative Agent, with Ridgeline Opportunity Fund III LP and Bramblewood Credit Advisors LLC serving as co-lenders. The DIP Facility is essential to the Debtor's ability to fund ongoing operations, pay employee wages and benefits, purchase raw materials, maintain its manufacturing plants and distribution centers, and administer this Chapter 11 case.
C&H has been and will continue to serve as lead counsel to the Debtor in connection with the negotiation, documentation, and closing of the DIP Facility. The negotiation of the DIP credit agreement, the related security documents, intercreditor arrangements, and adequate protection provisions has been and will continue to be a substantial and complex component of C&H's representation of the Debtor in this case.
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 authorized to be compensated on an hourly basis at its standard billing rates, subject to Court approval pursuant to sections 330 and 331 of the Bankruptcy Code, the Bankruptcy Rules, the Local Rules of this Court, and applicable guidelines of the Office of the United States Trustee for Region 12.
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 of the largest and most complex Chapter 11 cases filed in courts across the United States.
C&H maintains an Iowa office located at 801 Grand Avenue, Suite 3300, Des Moines, Iowa 50309, which will serve in a local counsel capacity for filings and appearances in the United States Bankruptcy Court for the Northern District of Iowa. The availability of C&H's Iowa office ensures that the Debtor will have immediate access to local counsel who are admitted to practice and familiar with the rules and procedures of this Court, while simultaneously benefiting from the depth and breadth of the Firm's national restructuring practice.
C&H's Bankruptcy & Restructuring practice group has extensive experience representing debtors, creditors' committees, DIP lenders, and acquirers in Chapter 11 cases across a wide range of industries, including agriculture, chemicals, manufacturing, energy, healthcare, and retail. The Firm's restructuring attorneys possess deep expertise in the full spectrum of issues that arise in Chapter 11 proceedings, including debtor-in-possession financing under section 364 of the Bankruptcy Code, the use of cash collateral under section 363, critical vendor motions, employee retention programs, the negotiation and confirmation of plans of reorganization, and the structuring and execution of section 363 asset sales.
The Firm is particularly well-positioned to handle the complex restructuring issues presented in this case, which include, among other things, a substantial DIP financing transaction, complex intercreditor issues arising from the Debtor's multi-tranche capital structure, regulatory considerations relating to the pending EPA re-registration of ClearGuard XR, seasonal business timing constraints inherent in the agricultural chemicals industry, environmental compliance matters at three manufacturing facilities across three states, and the preservation of going-concern value for the benefit of all stakeholders.
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, including the duty to comply with the reporting requirements of the United States Trustee;
(b) Negotiating, drafting, and consummating the DIP Facility, including the DIP Credit Agreement, promissory notes, security agreements, mortgages, guaranties, and all ancillary and related documents, and preparing all related Court filings, including the DIP Financing Motion and proposed orders;
(c) Preparing and filing motions, applications, complaints, answers, orders, reports, schedules, statements of financial affairs, and other pleadings and documents necessary to the administration of the Debtor's estate;
(d) Advising the Debtor on the use of cash collateral, the provision of adequate protection for pre-petition secured lenders, and intercreditor matters arising from the Debtor's multi-tranche capital structure, including issues relating to the relative priorities and rights of the First Lien Term Loan lenders, ABL Revolver lenders, and Senior Unsecured Noteholders;
(e) Negotiating with creditors, equity interest holders, and other parties in interest regarding the terms of a plan of reorganization, a sale transaction, or other restructuring alternatives, and representing the Debtor in any mediation or alternative dispute resolution proceedings directed by the Court;
(f) Preparing a disclosure statement and plan of reorganization pursuant to sections 1125 and 1129 of the Bankruptcy Code, or a section 363 sale motion if determined to be the appropriate path to maximize value for the estate;
(g) Advising the Debtor on tax, regulatory, labor, and environmental matters arising in or related to this Chapter 11 case, including without limitation the EPA regulatory issues related to the pending re-registration of ClearGuard XR, environmental compliance obligations at the Debtor's manufacturing facilities, labor and employment matters affecting the Debtor's approximately 2,300 employees, and federal and state tax consequences of proposed restructuring transactions;
(h) Appearing before this Court, appellate courts, and other tribunals as necessary in connection with the representation of the Debtor in this Chapter 11 case and any related proceedings;
(i) Advising the Debtor on corporate governance, management, and operational matters in the Chapter 11 context, including fiduciary duties of officers and managers, insurance coverage issues, and related matters; and
(j) Performing all other legal services for the Debtor that may be necessary and proper in this Chapter 11 case, consistent with the requirements of the Bankruptcy Code and the Bankruptcy Rules.
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 aspects of the representation. Mr. Bower has over twenty-five years of experience representing debtors, creditors' committees, and other parties in interest in complex Chapter 11 cases. He has been admitted to practice in the State of New York and the State of Iowa, and is admitted to practice before the United States Bankruptcy Courts for the Northern and Southern Districts of Iowa and the Southern District of New York.
Colette Whitman — Billing Partner, Bankruptcy & Restructuring. Ms. Whitman is a partner in C&H's Bankruptcy & Restructuring practice group and will serve as the billing partner for the engagement. In that capacity, Ms. Whitman will be responsible for coordinating billing, staffing, and fee application matters, and will serve as the primary liaison with the Office of the United States Trustee regarding billing and reporting matters. Ms. Whitman has extensive experience in the preparation and prosecution of interim and final fee applications in Chapter 11 cases.
Gabrielle Moss — Lead Associate, Bankruptcy & Restructuring. Ms. Moss is a senior associate in C&H's Bankruptcy & Restructuring practice group and will serve as the lead associate on the engagement. Ms. Moss will be responsible for the day-to-day management of the representation, including the drafting of pleadings, motions, and orders, the negotiation of transactional documents (including DIP Facility documentation), and Court appearances before this Court. Ms. Moss has represented debtors and creditors in numerous Chapter 11 cases and has substantial experience in DIP financing transactions.
Amy Chesterton — Working Associate, Bankruptcy & Restructuring. Ms. Chesterton is an associate in C&H's Bankruptcy & Restructuring practice group and will assist with legal research, document preparation, financial analysis, compliance monitoring, and other tasks as directed by the engagement team. Ms. Chesterton has experience in the preparation of schedules, statements of financial affairs, and operating reports in Chapter 11 cases.
B. Additional Personnel
In addition to the professionals identified above, additional partners, associates, and paraprofessionals of C&H may be assigned to the engagement from time to time as circumstances require and as the demands of the case evolve. The staffing of additional personnel will be consistent with the complexity and urgency of the matters at hand. The Debtor will identify any additional C&H professionals assigned to the engagement, together with their applicable billing rates, in its interim and final fee applications filed with this Court.
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 Whitman as the Billing Partner for the engagement. The scope of the engagement encompasses the representation of the Debtor as bankruptcy counsel in Case No. 25-01147 and the related DIP financing transaction.
A true and correct copy of the Engagement Letter is attached hereto as Exhibit A. To the extent the Engagement Letter contains information subject to the attorney-client privilege or otherwise warrants confidential treatment, the Debtor reserves the right to file the Engagement Letter under seal with appropriate motion.
B. Hourly Billing Rates
C&H proposes to be compensated for legal services rendered in connection with this Chapter 11 case on an hourly basis at the Firm's standard 2025 billing rates, which are as follows:
These rates are subject to periodic adjustment consistent with C&H's customary practices, which typically involve annual rate increases effective January 1 of each calendar year. Any adjustments to the applicable billing rates will be fully disclosed in interim and final fee applications submitted to this Court. The rates set forth above are consistent with the rates that C&H charges for comparable matters and are reasonable given the complexity, size, and demands of this Chapter 11 case, which involves total pre-petition funded debt of approximately $489,200,000, a $175,000,000 DIP Facility, manufacturing and distribution operations spanning three states, significant regulatory issues, seasonal business timing constraints, and a workforce of approximately 2,300 employees.
C. Retainer.  Prior to the Petition Date, the Debtor paid C&H a pre-petition retainer in connection with the anticipated Chapter 11 filing and the Firm's pre-petition engagement. The specific amount of the retainer will be disclosed in the Declaration of Nathaniel Bower filed contemporaneously herewith (the "Bower Declaration"). The retainer has been deposited in the Firm's trust account and will be applied to pre-petition services rendered by C&H. Any unapplied balance of the retainer will be credited against post-petition fees and expenses as approved by this Court in connection with C&H's interim and final fee applications.
D. Expense Reimbursement
In addition to compensation for professional services, C&H will seek reimbursement of actual and necessary out-of-pocket expenses incurred in connection with the engagement. Such expenses are expected to include, but are not limited to, the following categories:
(i) Travel expenses (including airfare, ground transportation, lodging, and meals) incurred in connection with travel to Cedar Rapids, Cedar Falls, Des Moines, and other locations as required by the representation;
(ii) Document reproduction and printing costs;
(iii) Court filing fees;
(iv) Electronic legal research services (including Westmark Data Systems and similar platforms);
(v) Court reporting and transcription services;
(vi) Messenger and overnight delivery services;
(vii) Long-distance telephone and conference call charges; and
(viii) Other incidental costs necessary to the effective representation of the Debtor.
All expenses will be billed in accordance with the applicable guidelines promulgated by the Office of the United States Trustee for Region 12 and will be fully documented and disclosed in C&H's interim and final fee applications.
E. Fee Applications
C&H will submit 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 (including Rule 2016), the Local Rules of the United States Bankruptcy Court for the Northern District of Iowa, and any applicable guidelines promulgated by the Office of the United States Trustee for Region 12. All compensation and reimbursement of expenses sought by C&H are subject to the review and approval of this Court and are subject to the review and comment of the United States Trustee and all parties in interest.
Based on projected disbursements from the Debtor's estate, estimated quarterly United States Trustee fees are approximately $325,000 per quarter.
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 Debtor, its creditors, or any other party in interest, or their respective attorneys and accountants, the United States Trustee, or any person employed in the office of the United States Trustee, other than as disclosed herein and in the Declaration of Nathaniel Bower filed contemporaneously herewith (the "Bower Declaration").
C&H's retention as bankruptcy counsel for the Debtor is in the best interests of the estate and its creditors, and C&H is qualified to represent the Debtor in this Chapter 11 case. C&H has conducted an extensive conflicts review and has determined that, subject to the disclosures set forth below and in the Bower Declaration, the Firm is disinterested and does not hold or represent any interest adverse to the Debtor's estate.
B. Specific Disclosures
In accordance with Bankruptcy Rule 2014(a), C&H has conducted a comprehensive conflicts check of the following parties and their known affiliates, and has determined that, except as specifically disclosed herein and in the Bower Declaration, C&H has no disqualifying connections to any such parties:
(i) The Debtor: Greenfield Agricultural Partners LLC;
(ii) Management of the Debtor: Derek Calloway, Chief Executive Officer; Patricia Langford, Chief Financial Officer; Russell Teague, Chief Operating Officer; Monica Huang, General Counsel and Secretary; and James Delacroix, Vice President, Treasury & Capital Markets;
(iii) DIP Lenders and Their Key Personnel: Ironclad Capital Partners LP (Martin Halberstam, Diana Voss), Ridgeline Opportunity Fund III LP (Kevin Pratt, Samuel Ostrowski), and Bramblewood Credit Advisors LLC (Christine Morel);
(iv) Pre-Petition Secured Lenders: Prairie State Bank, N.A. (Thomas Whitaker, Angela Reeves), Hawthorn National Bank, and Northland Savings Bank, F.S.B.;
(v) Indenture Trustee / Collateral Agent: Meridian Trust Company (Robert Fennimore);
(vi) Counsel to the DIP Lenders: Harmon & Keach LLP (Richard Yeung, Laura Brennan);
(vii) Prospective Counsel to the Official Committee of Unsecured Creditors: Archer Grayson & Cole LLP (Franklin Desmond, Keiko Tanaka);
(viii) The Debtor's Financial Advisor: Claridge Advisory Group LLC (Nolan Ashworth, Rebecca Liu);
(ix) The Debtor's Auditor: Holloway & Birch LLP (Andrew Sorensen);
(x) Appraiser: Bellwether Valuation Services Inc. (Gregory Pineda);
(xi) D&O Insurer: Stonebridge Insurance Group Ltd. (Policy No. SIG-DO-2024-07821; $15,000,000 aggregate limit);
(xii) Registered Agent: Capitol Registered Agents Inc.;
(xiii) Significant Trade Creditor / Vendor: Norris Industrial Services LLC;
(xiv) The United States Trustee for Region 12; and
(xv) The Presiding Judge: the Honorable Margaret R. Dunleavy, United States Bankruptcy Judge.
C&H acknowledges that, in the ordinary course of its legal practice, the Firm may represent certain entities that are creditors, equity holders, or parties in interest in this Chapter 11 case in matters wholly unrelated to this proceeding. Any such representations have been reviewed by C&H and are not believed to create a disqualifying conflict of interest under section 327(a) of the Bankruptcy Code or any other applicable provision of law or the rules of professional conduct. All such representations are identified and disclosed in detail in the Bower Declaration.
C&H has not shared or agreed to share any compensation received in connection with this engagement with any other person or entity, except for members and employees of the Firm in the ordinary course.
C. The Bower Declaration
Contemporaneously herewith, the Debtor is filing the Declaration of Nathaniel Bower in Support of the Application (the "Bower Declaration"), which provides a detailed description of the Firm, its qualifications, the professionals to be assigned to this engagement, a listing of the Firm's applicable billing rates, an identification of all connections and relationships between C&H and the parties identified above (and their affiliates), and a confirmation of C&H's disinterestedness, all as required by Bankruptcy Rule 2014(a). The Bower Declaration also discloses the amount of the pre-petition retainer paid by the Debtor to C&H. The Bower Declaration is incorporated herein by reference as though fully set forth in this Application.
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's duties under this title." 11 U.S.C. § 327(a).
Pursuant to section 1107(a) of the Bankruptcy Code, the rights, powers, and duties of a trustee serving in a Chapter 11 case are conferred upon the debtor-in-possession. Accordingly, the Debtor, as debtor-in-possession, is authorized to seek Court approval for the employment of professionals under section 327(a).
As set forth herein and in the Bower Declaration, C&H satisfies the requirements of section 327(a). The Firm does not hold or represent any interest adverse to the Debtor's estate, and the Firm is a disinterested person as defined in section 101(14) of the Bankruptcy Code, as modified by section 1107(b). The Debtor's retention of C&H as bankruptcy counsel is in the best interests of the estate and should be approved.
B. Nunc Pro Tunc Retention
The Debtor seeks retention of C&H nunc pro tunc to the Petition Date, May 15, 2025. C&H began rendering legal services to the Debtor on the Petition Date in connection with the preparation and filing of the Chapter 11 petition, first-day motions (including the DIP Financing Motion, the Cash Collateral Motion, the Critical Vendor Motion, and related motions), and other urgent matters requiring immediate attention. The services rendered by C&H from the Petition Date were essential to the Debtor's ability to obtain the relief necessary to stabilize its operations and preserve going-concern value during the critical early stages of the Chapter 11 case.
This Application is being filed promptly following the Petition Date in accordance with customary practice in Chapter 11 cases. Any delay in the filing of this Application is attributable solely to the substantial demands placed upon the Debtor and its professionals by the preparation and filing of the first-day motions and the urgency of the DIP Facility negotiation, which required the Debtor's and C&H's immediate and continuous attention.
Courts routinely approve nunc pro tunc retention of professionals where counsel has been engaged and rendering services from the commencement of the case, provided that the professional is disinterested and does not hold or represent an interest adverse to the estate. See, e.g., In re Cendant Corp., 260 B.R. 784 (Bankr. D.N.J. 2001); In re GHR Energy Corp., 33 B.R. 451 (Bankr. D. Mass. 1983); see also Collier on Bankruptcy ¶ 327.04 (16th ed.) (discussing nunc pro tunc retention of professionals). The Debtor respectfully submits that the circumstances of this case fully support nunc pro tunc retention of C&H.
C. Reasonableness of Compensation — 11 U.S.C. § 328
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 firms for comparable Chapter 11 engagements, and are reasonable in light of the complexity, size, and scope of this case.
The reasonableness of C&H's proposed compensation is supported by the following factors: (i) the Debtor's total pre-petition funded debt of approximately $489,200,000; (ii) a $175,000,000 DIP Facility requiring complex negotiation and documentation; (iii) manufacturing and distribution operations spanning three states (Iowa, Illinois, and Arkansas); (iv) significant regulatory issues, including the pending EPA re-registration of ClearGuard XR; (v) seasonal business timing considerations inherent in the agricultural chemicals industry, which create urgency in the restructuring timeline; (vi) a workforce of approximately 2,300 employees whose interests must be protected; and (vii) the multi-tranche capital structure and attendant intercreditor issues. All compensation remains subject to the approval of this Court under sections 330 and 331 of the Bankruptcy Code, and C&H's fees and expenses will be subject to the review of the United States Trustee and all parties in interest.
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 Lexington Avenue, 34th Floor, New York, New York 10022, and its counsel, Harmon & Keach LLP, 51 West 52nd Street, New York, New York 10019 (Attn: Richard Yeung, Esq.);
(d) The holders of the twenty (20) largest unsecured claims against the Debtor;
(e) All parties that have filed a notice of appearance or request for service of papers in this case; and
(f) Counsel to any Official Committee of Unsecured Creditors appointed in this case, if and when appointed (expected to be Archer Grayson & Cole LLP).
The Debtor submits that the foregoing notice is sufficient under the circumstances and that no further or other notice of this Application is required.
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 set forth herein (Partners: $1,450 to $1,750 per hour; Associates: $850 to $1,150 per hour; Paralegals: $425 per hour), subject to Court approval under sections 330 and 331 of the Bankruptcy Code;
(c) Authorizing C&H to seek reimbursement of actual, necessary out-of-pocket expenses incurred in connection with the engagement;
(d) Granting such other and further relief as this Court deems just and proper.
Dated: May 15, 2025 Cedar Rapids, Iowa
Respectfully submitted,
CALDERWOOD & HARKNESS LLP
Proposed Counsel for Greenfield Agricultural Partners LLC, Debtor and Debtor-in-Possession
By: ________
Nathaniel Bower Responsible Partner
CALDERWOOD & HARKNESS LLP 450 Park Avenue New York, New York 10022 Telephone: (212) 555-7800 Facsimile: (212) 555-7801
Email: nbower@calderwoodharkness.com
Iowa Office: 801 Grand Avenue, Suite 3300 Des Moines, Iowa 50309 Telephone: (515) 555-4100 Facsimile: (515) 555-4101
EXHIBIT A
ENGAGEMENT LETTER
CALDERWOOD & HARKNESS LLP 450 Park Avenue New York, New York 10022
May 15, 2025
Greenfield Agricultural Partners LLC 1400 Prairie Ridge Drive Cedar Falls, Iowa 50613
Attn: Derek Calloway, Chief Executive Officer
Monica Huang, General Counsel & Secretary
Re: Engagement of Calderwood & Harkness LLP as Bankruptcy Counsel Engagement No.: 1020-00002
Dear Mr. Calloway and Ms. Huang:
This letter (this "Engagement Letter") sets forth the terms and conditions upon which Calderwood & Harkness LLP ("C&H" or the "Firm") has been retained to serve as bankruptcy counsel to Greenfield Agricultural Partners LLC ("Greenfield" or the "Client") in connection with the Client's contemplated voluntary petition for relief under Chapter 11 of title 11 of the United States Code (the "Bankruptcy Code") and the related debtor-in-possession financing transaction.
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 engagement includes, but is not limited to, advising the Client with respect to its powers and duties as debtor-in-possession, preparing and filing all pleadings and motions necessary to the administration of the estate, negotiating with creditors and other parties in interest, and performing all other legal services that may be necessary and proper in the Chapter 11 case. The scope of this engagement does not include representation of the Client in matters unrelated to the Chapter 11 case unless separately agreed in writing.
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 applications filed with the Court.
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 amount of the retainer is disclosed in the Declaration of Nathaniel Bower filed with the Court.
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 Trustee Guidelines.
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 clients in diverse matters, and that the Firm may currently represent or may in the future represent entities that are creditors, equity holders, or parties in interest in the Chapter 11 case in matters wholly unrelated to the case. C&H will promptly disclose any material changes in its conflict status.
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 counsel to Greenfield Agricultural Partners LLC in this important matter.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Nathaniel Bower Partner
AGREED AND ACCEPTED:
GREENFIELD AGRICULTURAL PARTNERS LLC
By: ________
Name: Derek Calloway
Title: Chief Executive Officer
Date: May 15, 2025
GREENFIELD AGRICULTURAL PARTNERS LLC
By: ________
Name: Monica Huang
Title: General Counsel & Secretary
Date: May 15, 2025
EXHIBIT B
PROPOSED ORDER AUTHORIZING RETENTION OF CALDERWOOD & HARKNESS LLP AS BANKRUPTCY COUNSEL FOR THE DEBTOR
UNITED STATES BANKRUPTCY COURT NORTHERN DISTRICT OF IOWA CEDAR RAPIDS DIVISION
ORDER AUTHORIZING THE RETENTION AND EMPLOYMENT OF CALDERWOOD & HARKNESS LLP AS BANKRUPTCY COUNSEL FOR THE DEBTOR, NUNC PRO TUNC TO MAY 15, 2025
Upon the Application of Greenfield Agricultural Partners LLC, as debtor and debtor-in-possession (the "Debtor"), dated May 15, 2025 (Dkt. No. __) (the "Application"), for entry of an order authorizing the retention and employment of Calderwood & Harkness LLP ("C&H") as bankruptcy counsel for the Debtor in this Chapter 11 case, nunc pro tunc to May 15, 2025, pursuant to sections 327(a) and 328 of title 11 of the United States Code (the "Bankruptcy Code") and Rules 2014 and 2016 of the Federal Rules of Bankruptcy Procedure; and the Court having considered the Application, the Declaration of Nathaniel Bower in Support of the Application (the "Bower Declaration"), and any responses or objections thereto; and the Court having found that (i) 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), (ii) C&H does not hold or represent any interest adverse to the Debtor's estate, (iii) the retention of C&H as bankruptcy counsel for the Debtor is in the best interests of the Debtor's estate and its creditors, and (iv) the proposed terms of compensation are reasonable; and the Court having jurisdiction over this matter pursuant to 28 U.S.C. §§ 157 and 1334; and this matter being a core proceeding under 28 U.S.C. § 157(b)(2)(A) and (O); and venue being proper pursuant to 28 U.S.C. §§ 1408 and 1409; and adequate notice of the Application having been given; and after due deliberation; and good and sufficient cause appearing therefor;
IT IS HEREBY ORDERED, ADJUDGED, AND DECREED THAT:
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 Court, and any applicable guidelines of the Office of the United States Trustee for Region 12.
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 R. Dunleavy
Debtor.
Instrument | Outstanding Amount | Agent / Trustee | Interest Rate | Maturity
First Lien Term Loan | $310,000,000 | Prairie State Bank, N.A. | SOFR + 450 bps | November 2026
ABL Revolver | $72,300,000 drawn ($95,000,000 committed) | Prairie State Bank, N.A. | SOFR + 275 bps | May 2026
Senior Unsecured Notes | $84,200,000 | Meridian Trust Company | 9.50% fixed | March 2027
Trade and Other Unsecured Claims | ~$22,700,000 | N/A | N/A | Various
Timekeeper Category | Hourly Rate Range
Partners | $1,450 to $1,750 per hour
Associates | $850 to $1,150 per hour
Paralegals | $425 per hour
In re: | Chapter 11
GREENFIELD AGRICULTURAL PARTNERS LLC, | Case No. 25-01147
EIN: 42-8837291, | Hon. Margaret R. Dunleavy
Debtor.

UNITED STATES BANKRUPTCY COURT NORTHERN DISTRICT OF IOWA CEDAR RAPIDS DIVISION

I. PRELIMINARY STATEMENT

II. JURISDICTION AND VENUE

III. BACKGROUND

IV. RELIEF REQUESTED

V. THE FIRM'S QUALIFICATIONS AND EXPERIENCE

VI. PROPOSED SCOPE OF SERVICES

VII. PROFESSIONALS TO BE ASSIGNED

VIII. COMPENSATION AND BILLING ARRANGEMENTS

IX. C&H'S DISINTERESTEDNESS AND DISCLOSURES PURSUANT TO RULE 2014

X. AUTHORITY FOR RETENTION

XI. NOTICE

XII. NO PRIOR REQUEST

XIII. PRAYER FOR RELIEF

CALDERWOOD & HARKNESS LLP

EXHIBIT A

ENGAGEMENT LETTER

CALDERWOOD & HARKNESS LLP

AGREED AND ACCEPTED:

GREENFIELD AGRICULTURAL PARTNERS LLC

GREENFIELD AGRICULTURAL PARTNERS LLC

EXHIBIT B

UNITED STATES BANKRUPTCY COURT NORTHERN DISTRICT OF IOWA CEDAR RAPIDS DIVISION

IT IS HEREBY ORDERED, ADJUDGED, AND DECREED THAT:

Record

Parties

Dates

Amounts