Extract to table

§ 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 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

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

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