Contract analysis

I. Purpose and Executive Summary The purpose of this memorandum is to outline a comprehensive preparation framework for the upcoming deposition of Joanna Reeves, Vice President in the Special Assets Group ("SAG") of Belmont Ridge Bank NA ("BRB" or the "Bank"), scheduled for February 25, 2025, at the offices of Calderwood & Harkness LLP, 600 Lexington Avenue, 30th Floor, New York, NY 10022. The deposition will be take

II. Witness Background and Role A. Professional Background Joanna Reeves is 36 years old and currently holds the title of Vice President in the Special Assets Group of Belmont Ridge Bank NA. Her office is located at 1200 Avenue of the Americas, 38th Floor, New York, NY 10036, which serves as BRB's principal New York office. Reeves reports directly to Derek Whitmore, Senior Vice President and Head of the Special Asset

1. March 8, 2023 — Credit Downgrade and Account Transfer. The Triton Harbor loan was downgraded from "Pass" to "Substandard" (Risk Rating 7) and transferred from Relationship Management to the Special Assets Group. Reeves was assigned as the day-to-day relationship manager for the account.

2. March 2023 through September 2023 — Ongoing Communications. Reeves managed ongoing communications with Marcus Kappel (CEO of Triton Harbor), Elaine Kappel (CFO of Triton Harbor), and their restructuring advisor, Mercer Tidwell & Associates LLC (Raymond Mercer, Managing Director), regarding the status of the loan, Triton Harbor's financial condition, and potential workout options.

3. September 12, 2023 — In-Person Meeting at BRB Offices. Reeves attended an in-person meeting at BRB's offices with Derek Whitmore, Marcus Kappel, and Elaine Kappel. The substance of this meeting is sharply disputed and is the subject of significant counterclaim allegations.

4. September 18, 2023 — Email to Marcus Kappel. Reeves authored and sent the email containing the "optimistic about a path forward" and "renewed credit relationship" language that is central to the counterclaim allegations.

5. September 29, 2023 — Internal Email to Derek Whitmore. Reeves forwarded an internal draft term sheet for a potential $6.5 million revolving credit facility to Whitmore, with the notation "for discussion purposes only — not approved."

6. September – October 2023 — Forbearance Negotiation and Documentation. Reeves participated in the negotiation and documentation of the Forbearance and Modification Agreement, which was ultimately executed on October 6, 2023.

7. October 2023 through April 2024 — Forbearance Period Monitoring. Reeves monitored Triton Harbor's monthly financial reporting and debt service payments of $125,000 per month during the 180-day forbearance period running from October 6, 2023 through April 3, 2024.

8. April 2024 — Covenant Failure, Default, and Acceleration. Reeves was involved in the assessment of Triton Harbor's failure to satisfy the fixed charge coverage ratio ("FCCR") covenant and the issuance of the April 15, 2024 Notice of Default and Acceleration. C. Prior Testimony and Statements Joanna Reeves has not provided any prior sworn testimony in this matter, whether by deposition, affidavit, or otherwise. The

III. Anticipated Lines of Examination by Opposing Counsel Based on the counterclaim allegations, the document production in this case, the interrogatory responses served by the Defendants/Counterclaim-Plaintiffs, and our assessment of opposing counsel's likely strategy, we anticipate that Theodore Huang and Natasha Orlov will pursue the following principal lines of examination at Reeves' deposition. A. The September

IV. Document-by-Document Analysis of Key Reeves Communications This section provides a detailed analysis of each key document that is expected to feature prominently in Reeves' deposition, together with recommended testimony guidance for each. Document 1: September 18, 2023 Email — Reeves to Marcus Kappel Bates Number: To be confirmed from the production log; estimated to fall within the BRB-00XXXX range. The precise

Section 4(a) — Monthly Debt Service Payments. Triton Harbor was required to make monthly debt service payments of $125,000 during the 180-day forbearance period commencing October 6, 2023 and expiring April 3, 2024.

Section 9(c) — No Commitment to Extend Credit. This provision states: "Nothing herein shall constitute or be deemed to constitute a commitment, agreement, or obligation on the part of Lender to extend additional credit, modify existing facilities, or renew any credit facility." This is BRB's single strongest contractual defense against the counterclaim allegations.

Section 12(a) — Integration/Merger Clause. The Forbearance Agreement contains a standard integration or merger clause providing that the agreement constitutes the entire understanding between the parties with respect to its subject matter, superseding all prior oral and written communications. Additional Collateral. The Forbearance Agreement required Triton Harbor and the Kappels to pledge additional collateral consi

V. Key Legal Issues Bearing on Reeves' Testimony While Reeves should not be asked to testify as to legal conclusions, her factual testimony will directly impact several key legal issues in the case. The following summary is provided to ensure that the preparation team understands the legal significance of each line of testimony. A. Fraudulent Inducement Elements Under New York Law Under New York law, the elements of

Section 9(c) of the Forbearance Agreement — which states that "[n]othing herein shall constitute or be deemed to constitute a commitment, agreement, or obligation on the part of Lender to extend additional credit, modify existing facilities, or renew any credit facility" — is precisely the type of specific disclaimer that New York courts have held to be enforceable against fraud claims. The Kappels signed an agreemen

VI. Preparation Session Logistics and Recommendations A. Preparation Session Schedule Two preparation sessions have been tentatively scheduled: First Preparation Session: February 20, 2025 (Thursday), at the offices of Calderwood & Harkness LLP, 600 Lexington Avenue, 30th Floor, New York, NY 10022. This session should be scheduled for a full day to allow adequate time for document review, discussion of anticipated ex

1. Her September 18, 2023 email to Marcus Kappel (the "optimistic about a path forward" / "renewed credit relationship" email).

2. Her September 29, 2023 internal email to Derek Whitmore with the attached draft term sheet for a potential $6.5 million revolving credit facility.

3. The Forbearance and Modification Agreement dated October 6, 2023, with particular attention to Section 4(a) (monthly debt service payments), Section 9(c) (no commitment to extend credit), and Section 12(a) (integration clause), as well as the schedules and exhibits relating to the additional collateral and the amended and new guaranties.

4. Her email correspondence with Marcus Kappel, Elaine Kappel, and Mercer Tidwell & Associates during the forbearance negotiation period (approximately September through October 2023).

5. Her email correspondence with Marcus Kappel, Elaine Kappel, and Mercer Tidwell & Associates during the forbearance performance period (October 2023 through April 2024).

6. The Notice of Default and Acceleration dated April 15, 2024.

7. The original Credit Agreement dated June 15, 2021, between Belmont Ridge Bank NA and Triton Harbor Industries, LLC — Reeves should be generally familiar with the principal terms of the original credit facility, although detailed familiarity with every provision is not required.

8. The September 2023 collateral appraisal prepared by Ridgeline Appraisal Group, which valued the collateral at $11,200,000, a significant decline from the $18,700,000 valuation at origination. Reeves should be familiar with this appraisal to the extent it informed the Bank's decision to require additional collateral. Reeves should be instructed not to review any documents other than those provided to her by counsel

1. Answer only the question asked. Do not volunteer additional information or provide explanations that are not responsive to the question. Opposing counsel may use silence or a pause to encourage Reeves to continue speaking; she should resist this impulse. If the question calls for a "yes" or "no" answer, she should answer "yes" or "no" and stop.

2. Do not speculate. If Reeves does not recall a specific fact or event, she should say so honestly. She should say "I don't recall" or "I don't remember" rather than guessing or reconstructing what she thinks must have happened. Speculation can create testimony that is both inaccurate and harmful to BRB's position.

3. Distinguish between personal knowledge and hearsay. Reeves should clearly distinguish between facts she knows from her own personal involvement and facts she learned from others. If she learned something from Whitmore, from another BRB employee, or from a document, she should say so rather than presenting it as her own personal knowledge.

4. Do not characterize legal conclusions. Reeves should not opine on whether the September 18 email constituted a "commitment," a "promise," a "representation," or a "guaranty." These are legal characterizations that are for the Court and the parties' counsel to argue. If asked to characterize her email in legal terms, she should describe what she meant in her own words without adopting opposing counsel's legal frami

5. Privilege. Reeves must not discuss any communications with BRB's outside counsel (Calderwood & Harkness LLP or Blakemore & Stern LLP) or any communications with in-house counsel that were made for the purpose of obtaining legal advice in connection with this litigation. If a question implicates privileged communications, defending counsel will object and instruct her not to answer.

6. Clawback document. Reeves must not discuss the substance of the inadvertently produced document bearing Bates number BRB-012847. If opposing counsel raises this document, defending counsel will object and assert privilege. Reeves should not engage with the question.

7. Patience under pressure. Reeves should expect that opposing counsel will spend a significant amount of time on the September 18 email and will parse each word. Ted Huang is an experienced and effective deposition examiner; he may use repetition, rephrasing, and extended silence to pressure Reeves into making concessions or volunteering information. Reeves should remain calm, professional, and consistent throughout

8. Consistency. Reeves should provide the same answer to the same question regardless of how many times it is asked or how it is rephrased. If her answer changes over the course of the deposition, opposing counsel will highlight the inconsistency.

9. Take time. Reeves should listen to each question fully before answering. She should take a moment to consider her response. If she does not understand a question, she should ask for clarification rather than guessing what the question means.

10. Look to counsel. Reeves should be attentive to objections by defending counsel. If couns