Contract analysis

I. Purpose This memorandum documents the formal pause and transition to dormant status of Matter No. 1020-00001. The purpose of this memorandum is to create a comprehensive record of the engagement, its current posture, and all actions necessary to preserve the firm's work product and protect the interests of the client in connection with the matter's transition to dormancy. The matter involved the representation of

II. Background and Chronology of Engagement A. Engagement Opening The engagement originated from a pre-existing relationship between GAP's senior management and the Firm's Banking & Finance practice group. On August 15, 2022, Patricia "Trish" Calloway, Chief Financial Officer of GAP, contacted Ian Blackwood regarding the potential engagement of Calderwood & Harkness to represent GAP in connection with a new asset-bas

III. Status of Draft Documents and Work Product Set forth below is a comprehensive inventory of all documents and work product generated in connection with Matter No. 1020-00001, organized by category. This inventory is intended to serve as the definitive index of documents for purposes of file retention and any future reactivation of the engagement. A. Term Sheet Materials All term sheet materials reflect final, agr

IV. Reason for Dormancy On November 14, 2022, PNB delivered a competitive renewal proposal to GAP offering a $65,000,000 revolving credit facility on improved terms compared to GAP's existing $55,000,000 facility with PNB, which was priced at SOFR plus 2.75% with a 0.50% per annum unused commitment fee. The PNB renewal proposal represented a $10,000,000 increase in committed revolving capacity and, based on informati

V. Financial Summary A. Fees Incurred Total professional fees incurred in connection with Matter No. 1020-00001 through the dormancy date of December 9, 2022, aggregate to $247,830.00. This figure represents approximately 370 hours of professional time across all four members of the engagement team. Fees were incurred across the full range of engagement activities, including term sheet review and negotiation, Credit

VI. Notification to Third Parties The following summarizes the status of notifications to third parties regarding the cessation of the HCB ABL Facility transaction and the dormancy of Calderwood & Harkness's engagement: Heartland Commerce Bank, N.A. (Gregory Thorn, Allison Kuo). HCB was separately notified by GAP of GAP's decision not to proceed with the proposed ABL Facility. Calderwood & Harkness, as borrower's cou

VII. Open Legal Issues at Time of Pause For the purpose of documenting the state of negotiations at the time the matter was paused and to facilitate any potential future reactivation of the engagement, set forth below is a summary of the principal unresolved issues in the Credit Agreement and ancillary documents as of November 22, 2022:

1. Material Adverse Change ("MAC") Definition. The scope of carve-outs to the MAC definition had not been finalized. C&H, on behalf of GAP, had proposed carve-outs for (a) changes in general economic or financial market conditions, (b) changes affecting the agricultural industry generally (including commodity price fluctuations, weather events, and changes in government subsidy or crop insurance programs), (c) change

2. Cure Rights. The parties had engaged in ongoing discussions regarding the notice and cure period applicable to certain covenant defaults, particularly defaults under the financial covenant (springing FCCR) and the minimum Excess Availability covenant. C&H had proposed a 30-day notice and cure period following delivery of a default notice by the Administrative Agent, while KBW had indicated that HCB's position was

3. Minimum Excess Availability Covenant. The parties had agreed in principle that the Credit Agreement would include a covenant requiring GAP to maintain minimum Excess Availability of not less than $5,000,000 at all times. However, the specific mechanics of testing this covenant — including whether testing would be based on real-time availability calculations, daily borrowing base certificates, or periodic testing —

4. Insurance Endorsement Timing. The parties had not agreed on the deadlines for delivery of loss payee and additional insured endorsements from Northstar Mutual Insurance Company following the closing date. C&H had proposed a 60-day post-closing period for delivery of all insurance endorsements, while KBW had indicated that HCB preferred a 30-day deadline for property/casualty endorsements and 45 days for crop insur

5. DACA Execution Timeline. The parties had not reached agreement on a deadline for obtaining executed Deposit Account Control Agreements from each of GAP's depository banks. GAP maintained operating and collection accounts at multiple financial institutions, and the process of negotiating and executing DACAs with each institution was expected to require coordination and time. C&H had proposed a 90-day post-closing p

6. Ancillary Documents — KBW Comments Outstanding. As of the date of the pause, C&H had delivered initial drafts of all principal ancillary loan documents on November 4, 2022 (Security Agreement, Guaranty Agreement, Pledge Agreement, Mortgage forms for Iowa and Illinois, DACA form, and Assignment of Insurance form), but had not yet received any markup or comments from KBW on any of these documents. Accordingly, no ne

VIII. File Retention and Document Management A. Physical Files All physical files maintained in connection with Matter No. 1020-00001, including any hard copies of correspondence, marked-up documents, executed engagement letters, and original client documents, are to be boxed and transferred to the Firm's offsite storage facility (Aldermere Enterprises, Des Moines facility) in accordance with the Firm's standard file

IX. Reactivation Procedures In the event that GAP elects to pursue a new financing transaction or to revisit the proposed HCB ABL Facility in the future, Matter No. 1020-00001 may be reactivated, subject to the following conditions and procedures:

1. Written Instruction. Reactivation requires a written instruction from an authorized representative of GAP (i.e., an officer or authorized agent of the Borrower with authority to engage outside counsel), confirming GAP's desire to reactivate the engagement and specifying the scope of the contemplated representation.

2. Conflicts Clearance. Prior to reactivation, the Firm will conduct an updated conflicts check in accordance with its standard conflict clearance procedures. Given the passage of time and potential changes in the Firm's client base, an updated conflicts check is required notwithstanding the prior clearance obtained at the time of the original engagement opening.

3. Updated Engagement Letter. An updated engagement letter will be required, reflecting then-current hourly rates for all members of the engagement team, the revised scope of the contemplated representation, and any modifications to the terms of engagement. The updated engagement letter will supersede the original engagement letter dated August 29, 2022.

4. Payment of Outstanding Balance. Payment of all outstanding fees and disbursements ($49,566.00 in professional fees and $768.50 in disbursements, for a total of $50,334.50 as of the dormancy date, plus any accrued interest) will be required prior to or concurrently with reactivation of the matter. It is important to note that the existing work product generated in connection with Matter No. 1020-00001 may have limi

X. Conclusion Matter No. 1020-00001 is hereby placed in dormant status effective December 9, 2022. The engagement proceeded through substantial and productive negotiation over a period of approximately three and one-half months. During that time, the Firm and the engagement team completed three full rounds of Credit Agreement markup and comment letters, prepared and delivered a complete set of ancillary loan document