Contract analysis

I. IDENTIFICATION OF CLAIMANT A. Claimant Information

1. The Claimant is Greenfield Agricultural Partners LLC, a limited liability company duly organized and existing under the laws of the State of Delaware.

2. GAP's principal place of business is located at 1400 Grand Prairie Boulevard, Suite 800, Des Moines, Iowa 50309.

3. GAP's Federal Employer Identification Number ("FEIN") is 47-3821654.

4. GAP is a strategic private company engaged in large-scale grain origination, commodity trading, agricultural chemicals, and crop input supply across the Midwest. GAP operates grain origination facilities and trading operations in Iowa, Illinois, Indiana, Nebraska, and Minnesota, and maintains long-standing commercial relationships with grain elevators, cooperatives, and agricultural processors throughout the regio

5. GAP's authorized representative for purposes of this Proof of Claim is Thomas R. Greenfield, Chairman and Chief Executive Officer. B. Claimant's Counsel

6. GAP is represented in this matter by the law firm of Calderwood & Harkness LLP, located at 225 West Wacker Drive, Suite 4000, Chicago, Illinois 60606. The lead attorney responsible for this matter is Francesca Morano, Partner. Additional counsel assisting with this matter is Hannah Brinkley, Lead Associate. Counsel may be reached at (312) 555-9400 (telephone) and (312) 555-9401 (facsimile). This matter is identifi

7. All correspondence, notices, pleadings, orders, and other communications relating to this Proof of Claim or the receivership proceeding should be directed to Calderwood & Harkness LLP at the address set forth above, to the attention of Francesca Morano and Hannah Brinkley. Electronic mail communications may be directed to fmorano@calderwoodharkness.com and hbrinkley@calderwoodharkness.com.

II. IDENTIFICATION OF DEBTOR / ENTITY IN RECEIVERSHIP

8. The entity in receivership against which this Proof of Claim is asserted is Prairie Basin Grain Co., an Illinois corporation, with its principal office located at 4520 Harvest Road, Champaign, Illinois 61820. PBGC's Federal Employer Identification Number is 37-4295018.

9. PBGC is a grain elevator operator and commodity merchandiser that, prior to the commencement of the receivership, operated grain storage, handling, and merchandising facilities in Champaign, Macon, and Piatt Counties, Illinois. PBGC purchased grain from producers and commercial counterparties, including GAP, for resale to processors, exporters, and end-users.

10. On December 12, 2022, this Court entered an Order Appointing Receiver (the "Receivership Order"), placing PBGC into receivership and appointing Gareth J. Whitmore, CPA, CIRA, of Whitmore Strauss Advisory LLC, as Receiver. Mr. Whitmore's office is located at 500 East Monroe Street, Suite 300, Springfield, Illinois 62701. The Receivership Order imposed an automatic stay of all pending and future actions against PBG

11. The Receiver is represented by Joanna M. Lockridge of the firm Lockridge Payne LLP, located at 120 South Sixth Street, Suite 1800, Springfield, Illinois 62701.

12. The Receivership Order, among other things, directed the Receiver to marshal and administer the assets of PBGC, to identify, adjudicate, and prioritize claims against the estate, and to establish a process for creditors to file proofs of claim. This Proof of Claim is filed in accordance with the procedures established by the Receiver and in compliance with the deadlines set forth in the Receivership Order and sub

III. BASIS OF CLAIM A. The Master Grain Purchase and Off-Take Agreement

13. On or about March 15, 2019, GAP (as Seller) and PBGC (as Buyer) entered into that certain Master Grain Purchase and Off-Take Agreement (the "Off-Take Agreement"), a comprehensive commercial contract governing the purchase and sale of grain commodities between the parties. A true and correct copy of the Off-Take Agreement, together with all exhibits, schedules, and amendments thereto, is attached hereto as Exhibit

14. The Off-Take Agreement has a five-year term, commencing on March 15, 2019 and expiring on March 14, 2024, unless earlier terminated in accordance with its terms. The Off-Take Agreement was negotiated at arm's length by the parties and their respective legal counsel, and was executed by authorized representatives of both GAP and PBGC.

15. Under the Off-Take Agreement, PBGC agreed to purchase specified quantities of #2 Yellow Corn and #1 Yellow Soybeans from GAP on a forward-contract basis, with delivery to be made to PBGC's elevator facilities located in Champaign, Macon, and Piatt Counties, Illinois (the "Delivery Points"). The Off-Take Agreement established minimum volume commitments, requiring PBGC to purchase no fewer than 1,200,000 bushels of

16. The pricing mechanism under the Off-Take Agreement was based upon the Chicago Board of Trade ("CBOT") nearby futures price at the time of delivery, plus or minus a negotiated quarterly basis differential as set forth in Exhibit B to the Off-Take Agreement. The basis differential was renegotiated between the parties on a quarterly basis and reflected the local market conditions, transportation costs, and handling

17. Section 6.1 of the Off-Take Agreement provided that payment for all grain delivered and accepted by PBGC was due and payable net thirty (30) days from the date of delivery and acceptance at the applicable elevator facility. Each delivery was evidenced by a scale ticket, a grain inspection certificate, and a corresponding invoice issued by GAP.

18. Section 7.3 of the Off-Take Agreement provided that any amounts not paid when due would bear interest at the rate of one and one-half percent (1.5%) per month, which is equivalent to eighteen percent (18%) per annum, compounded monthly, calculated from the date such payment was due until the date of actual payment. This late payment interest provision was a bargained-for element of the parties' agreement and was

19. Section 12.4 of the Off-Take Agreement provides that in any action or proceeding to enforce the terms of the Agreement, the prevailing party shall be entitled to recover its reasonable attorneys' fees and costs of litigation from the non-prevailing party. This provision applies to all disputes arising out of or in connection with the Off-Take Agreement, including but not limited to claims for breach of contract a

20. Section 13.9 of the Off-Take Agreement provides that the Agreement shall be governed by and construed in accordance with the laws of the State of Illinois, without regard to its conflict of laws principles. B. PBGC's Breach — Failure to Pay

21. From the third quarter of 2021 through the first quarter of 2022, GAP delivered grain to PBGC pursuant to the terms of the Off-Take Agreement. PBGC accepted delivery of all such grain at its elevator facilities, as evidenced by signed scale tickets, weight certificates, and grain grading certificates issued at the time of delivery. At no time did PBGC reject any delivery or raise any dispute regarding the quality

22. In connection with such deliveries, GAP issued five invoices to PBGC, each of which became due and payable in accordance with Section 6.1 of the Off-Take Agreement (net 30 days from delivery and acceptance). Despite due demand, PBGC failed to pay any of the five invoices, each of which remains outstanding and unpaid in full as of the date of this Proof of Claim. The five unpaid invoices are detailed in the table

23. The aggregate unpaid principal amount of the five invoices is $4,870,050.00. True and correct copies of all five invoices, together with the corresponding scale tickets and grain inspection certificates confirming delivery and acceptance, are attached hereto as Exhibit B and incorporated herein by reference.

24. Each of the foregoing invoices was transmitted to PBGC in the ordinary course of business, consistent with the invoicing practices established between the parties throughout the term of the Off-Take Agreement. PBGC never disputed the validity, accuracy, or amount of any of the five invoices. C. Pre-Litigation Demand and Forbearance Efforts

25. Prior to retaining litigation counsel, GAP made repeated efforts to collect the amounts owed by PBGC and to resolve the payment dispute through commercial negotiations. The relevant chronology of events is as follows:

26. On January 25, 2022, Caleb Jennings, GAP's Director of Grain Operations, sent a formal written demand letter to Darren K. Musgrave, President of PBGC, demanding immediate payment of the three invoices that were then outstanding and past due — namely, Invoice GAP-2021-3187 ($892,500.00), Invoice GAP-2021-3244 ($936,750.00), and Invoice GAP-2021-3301 ($1,224,000.00) — in the aggregate amount of $3,053,250.00. The d

27. On February 3, 2022, Darren K. Musgrave responded to Mr. Jennings' demand via electronic mail. In his email, Mr. Musgrave acknowledged the existence and amount of the outstanding debt owed to GAP and did not dispute the validity of any of the three invoices referenced in the demand letter. Mr. Musgrave stated that PBGC was experiencing temporary cash flow difficulties and was actively negotiating additional finan

28. In a good-faith effort to preserve the commercial relationship between the parties and to allow PBGC a reasonable opportunity to cure its payment defaults, GAP agreed, by letter dated February 14, 2022, to a limited sixty (60)-day forbearance period. GAP's agreement to forbear was expressly conditioned upon PBGC making an interim payment of Invoice GAP-2021-3187, in the amount of $892,500.00, on or before March 1

29. On March 1, 2022, the deadline for PBGC's required interim payment passed without PBGC making any payment whatsoever to GAP. PBGC failed to tender the $892,500.00 payment required under the conditional forbearance agreement, and did not communicate any explanation or request for further accommodation.

30. In light of PBGC's failure to satisfy the condition of the forbearance and its continued failure to pay any of the outstanding invoices, on March 8, 2022, GAP exercised its rights under Section 8.2 of the Off-Take Agreement (Adequate Assurance of Performance) and suspended all further deliveries of grain to PBGC. Section 8.2 provides, in relevant part, that where reasonable grounds for insecurity arise with respe

31. Copies of the January 25, 2022 demand letter from Caleb Jennings, the February 3, 2022 email response from Darren K. Musgrave, and the February 14, 2022 conditional forbearance letter from GAP are attached hereto as Exhibit C and incorporated herein by reference. D. Pre-Suit Demand by Counsel

32. On April 11, 2022, Francesca Morano of Calderwood & Harkness LLP, acting on behalf of GAP, transmitted a formal pre-suit demand letter (the "Pre-Suit Demand") to Prairie Basin Grain Co. at its principal office and to Darren K. Musgrave individually at his residential address. The Pre-Suit Demand set forth in detail GAP's claims arising from PBGC's breach of the Off-Take Agreement, identified all five outstanding

33. The Pre-Suit Demand further advised PBGC and Mr. Musgrave that, in the event of their failure to remit full payment within the specified period, GAP would commence litigation against both PBGC and Mr. Musgrave to recover all amounts owed, together with contractual interest, attorneys' fees, and costs.

34. The fifteen (15) business day demand period expired on or about May 2, 2022. PBGC and Mr. Musgrave failed to make any payment, and neither PBGC nor Mr. Musgrave responded to the Pre-Suit Demand in any manner.

35. A true and correct copy of the April 11, 2022 Pre-Suit Demand letter is attached hereto as Exhibit D and incorporated herein by reference. E. Related Litigation

36. On May 9, 2022, having exhausted all pre-litigation collection efforts, GAP filed a four-count verified complaint (the "Complaint") against Prairie Basin Grain Co. and Darren K. Musgrave individually in the Circuit Court of Cook County, Illinois, County Department, Law Division, captioned Greenfield Agricultural Partners LLC v. Prairie Basin Grain Co. and Darren K. Musgrave, Case No. 2022-L-004831 (the "Cook Coun

37. Service of process on both PBGC and Darren K. Musgrave was completed on May 24, 2022, through a licensed process server in accordance with the Illinois Code of Civil Procedure.

38. On June 27, 2022, PBGC, through its then-counsel, Bartlett, Reyes Linley CPAs LLP & Harkin LLP (Douglas M. Harkin, lead counsel), filed its Answer and Affirmative Defenses to the Complaint. Among the affirmative defenses asserted by PBGC were force majeure and commercial impracticability, which PBGC contended excused its failure to pay due to alleged supply chain disruptions and unprecedented commodity price vola

39. On August 22, 2022, the Honorable Patricia Delacroix, presiding judge in the Cook County Action, granted GAP's Motion to Strike PBGC's force majeure and commercial impracticability affirmative defenses, finding that the Off-Take Agreement's force majeure clause did not encompass the conditions cited by PBGC and that PBGC's payment obligation — as distinguished from its performance of delivery or receipt obligatio

40. On November 4, 2022, Bartlett, Reyes Linley CPAs LLP & Harkin LLP filed a Motion to Withdraw as counsel for both PBGC and Darren K. Musgrave in the Cook County Action, citing non-payment of legal fees by PBGC and Mr. Musgrave. The Court granted the Motion to Withdraw on November 18, 2022. As of that date, neither PBGC nor Mr. Musgrave had retained substitute counsel in the Cook County Action.

41. On December 19, 2022, GAP, through Calderwood & Harkness LLP, received formal notice of the Receivership Order and automatic stay entered by this Court on December 12, 2022. Upon receipt of such notice, GAP ceased all collection and litigation activity against PBGC in the Cook County Action in compliance with the automatic stay.

42. The Cook County Action is currently stayed with respect to PBGC by operation of the Receivership Order. GAP intends, in due course and at the appropriate time, to file a notice of voluntary dismissal without prejudice of the claims asserted against PBGC in the Cook County Action, while preserving and continuing to pursue its claims against Darren K. Musgrave individually, which claims are not subject to the autom

IV. AMOUNT OF CLAIM A. Principal.

43. The total unpaid principal amount owed by PBGC to GAP under the Off-Take Agreement, representing the aggregate amount of the five outstanding and unpaid invoices described in Section III.B above, is $4,870,050.00, comprised as follows:

44. No partial payments have been received by GAP from PBGC, the Receiver, or any other party on account of any of the foregoing invoices. No credits, offsets, deductions, or allowances are applicable to any of the invoices, and none have been claimed by PBGC. B. Accrued Interest

45. Pursuant to Section 7.3 of the Off-Take Agreement, all amounts not paid when due bear interest at the rate of one and one-half percent (1.5%) per month, which is equivalent to eighteen percent (18%) per annum. Interest is calculated on each invoice from its respective due date through December 31, 2022, the date selected by GAP for purposes of calculating interest in this Proof of Claim. The interest calculation

46. The total accrued interest through December 31, 2022 is approximately $492,341.00. A detailed interest calculation spreadsheet, setting forth the computation of interest on each invoice on a monthly basis at the contractual rate, is attached hereto as Exhibit E and incorporated herein by reference.

47. Claimant expressly reserves the right to assert additional interest accruing after December 31, 2022, at the contractual rate of 1.5% per month (18% per annum), to the extent permitted by applicable law and by any order of this Court governing the allowance and priority of claims in this receivership proceeding. Interest on the unpaid principal continues to accrue on a daily basis. C. Attorneys' Fees and Costs

48. Pursuant to Section 12.4 of the Off-Take Agreement, the prevailing party in any action or proceeding to enforce the terms of the Agreement is entitled to recover its reasonable attorneys' fees and costs of litigation from the non-prevailing party. GAP has incurred and continues to incur substantial attorneys' fees and costs in connection with its efforts to collect the amounts owed by PBGC under the Off-Take Agre

49. Through January 31, 2023, GAP has incurred the following attorneys' fees and costs through Calderwood & Harkness LLP: (a) Professional fees for legal services rendered by Calderwood & Harkness LLP attorneys and staff: $287,415.50. (b) Costs and disbursements, including court filing fees, service of process fees, court reporter fees, legal research charges (Westmark Data Systems), and other out-of-pocket expenses:

50. A summary of the attorneys' fees and costs incurred by Calderwood & Harkness LLP through January 31, 2023 is attached hereto as Exhibit F and incorporated herein by reference. GAP will make available, upon request by the Receiver or the Court, detailed billing records and time entries supporting the reasonableness and necessity of the fees and costs incurred.

51. Claimant reserves the right to supplement this claim for additional attorneys' fees and costs incurred after January 31, 2023, in connection with the prosecution and administration of GAP's claims in this receivership proceeding and any related proceedings, including but not limited to fees incurred in reviewing and objecting to any proposed plan of distribution. D. Total Claim Amount

52. Based on the foregoing, GAP's total claim against the receivership estate of Prairie Basin Grain Co. is approximately $5,664,428.85, comprised as follows:

53. Interest continues to accrue at the contractual rate of 1.5% per month (18% per annum) on all unpaid principal amounts. Claimant reserves all rights to update, amend, or supplement this claim for post-petition interest and additional attorneys' fees and costs to the extent permitted by applicable law and the orders of this Court.

V. CLASSIFICATION OF CLAIM A. Nature of Claim

54. GAP's claim is an unsecured claim arising from PBGC's breach of the Off-Take Agreement dated March 15, 2019. GAP is a trade creditor of PBGC. The claim arises in the ordinary course of GAP's grain origination and commodity trading business, and in the ordinary course of PBGC's grain purchasing and merchandising operations.

55. GAP does not hold any security interest, mortgage, lien, pledge, or other encumbrance on any property or assets of PBGC, and does not claim any secured status for its claim. GAP does not hold any collateral securing its claim against the receivership estate. B. Priority.