1020-00001 · Client 1020 · Engagement & Administration

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MEMORANDUM — CONFIDENTIAL / ATTORNEY WORK PRODUCT

TO: Ian Blackwood, Responsible Partner, Banking & Finance

FROM: Sophie Tremblay, Lead Associate, Banking & Finance

DATE: December 9, 2022

RE: Matter Pause and Dormancy — Greenfield Agricultural Partners LLC — $80,000,000 Asset-Based Revolving Credit Facility — Matter No. 1020-00001 (Billing Code: GAPABF-2022)

APPROVED BY: Ian Blackwood ___

DISTRIBUTION: Stephanie Okafor (Billing Partner); Daniel Obi (Working Associate); Firm File

This memorandum constitutes attorney work product and is protected by the attorney-client privilege and the work product doctrine. It is intended solely for internal use by the members of the engagement team identified above and firm records management. This memorandum should not be disclosed to any third party without the prior written consent of the Responsible Partner.

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 Greenfield Agricultural Partners LLC ("GAP" or the "Borrower"), an Iowa limited liability company headquartered at 4100 Grand Prairie Boulevard, Suite 300, Des Moines, Iowa 50309, in connection with a proposed $80,000,000 senior secured asset-based revolving credit facility (the "ABL Facility"). The ABL Facility was to be arranged by Heartland Commerce Bank, National Association ("HCB"), acting in the capacities of Administrative Agent, Collateral Agent, Sole Lead Arranger, and Sole Bookrunner. HCB held a proposed commitment of $40,000,000, representing 50.00% of the total facility amount.

The proposed lending syndicate also included two additional lenders: Meridian Agricultural Credit Corporation ("MACC"), with a proposed commitment of $25,000,000 (representing 31.25% of the total facility), and Tallgrass Capital Fund II, LP ("Tallgrass"), with a proposed commitment of $15,000,000 (representing 18.75% of the total facility). Together, the three committed lenders would have provided the full $80,000,000 facility amount.

The stated purposes of the ABL Facility were threefold: (i) to refinance and repay in full the existing $55,000,000 revolving credit facility maintained by GAP with Prairie National Bank, N.A. ("PNB") pursuant to a credit agreement originally dated as of April 1, 2018, as amended from time to time; (ii) to fund seasonal working capital needs, including the acquisition of seed, fertilizer, and chemical inputs in connection with GAP's agricultural operations; and (iii) to provide liquidity for general corporate purposes.

Kessler, Brandt & Whitfield LLP ("KBW") served as counsel to HCB and the lenders in the transaction. Calderwood & Harkness LLP ("C&H" or the "Firm") served as borrower's counsel to GAP.

This memorandum sets forth the circumstances leading to the pause and ultimate dormancy of the engagement, the current status of all work product and draft transaction documents, a complete financial summary of the engagement including fees incurred and amounts outstanding, the status of notifications to relevant third parties, a summary of open legal issues at the time of the pause, and detailed file retention and document management instructions. This memorandum is intended to serve as the definitive reference document for all matters related to the dormancy of Matter No. 1020-00001 and should be maintained in the firm's permanent file for this engagement.

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-based revolving credit facility. Ms. Calloway indicated that GAP had been exploring options to increase its revolving credit capacity beyond the existing $55,000,000 facility maintained with PNB, and that HCB had expressed interest in arranging a larger facility on terms that GAP's management viewed as potentially attractive.

On August 22, 2022, HCB delivered an indicative term sheet to GAP outlining the principal terms of the proposed $80,000,000 ABL Facility. The term sheet was prepared by HCB's ABL origination team under the supervision of Gregory Thorn, Senior Vice President, Asset-Based Lending, and Allison Kuo, Vice President, Asset-Based Lending, and reflected HCB's preliminary view of the facility structure, pricing, collateral requirements, and syndication strategy.

Following GAP's review of the indicative term sheet, the Firm was formally engaged. On August 29, 2022, Calderwood & Harkness and GAP executed an engagement letter setting forth the scope and terms of the Firm's representation. The matter was opened in the Firm's billing and conflicts systems as Matter No. 1020-00001, with billing code GAPABF-2022. The engagement letter was executed on behalf of GAP by Ms. Calloway and Nina Vasquez, General Counsel of GAP, and on behalf of the Firm by Ian Blackwood.

The engagement team was composed of the following professionals:

• Ian Blackwood, Responsible Partner, Banking & Finance — standard hourly rate of $1,150 per hour

• Stephanie Okafor, Billing Partner, Banking & Finance — standard hourly rate of $1,075 per hour

• Sophie Tremblay, Lead Associate, Banking & Finance — standard hourly rate of $725 per hour

• Daniel Obi, Working Associate, Banking & Finance — standard hourly rate of $575 per hour

The engagement letter provided a fee estimate of $350,000 to $450,000 for the full transaction through closing, subject to the customary caveats regarding complexity, scope of negotiations, and unforeseen circumstances. The engagement letter also contained standard provisions regarding billing frequency, payment terms (net thirty days), interest on overdue balances, disbursement recovery, and document retention.

B. Term Sheet Phase (August–September 2022)

Upon engagement, the initial phase of the Firm's work focused on reviewing and commenting upon the indicative term sheet delivered by HCB. On September 2, 2022, C&H delivered its initial comments on the HCB term sheet to GAP, directed to the attention of Ms. Calloway and Ms. Vasquez. The comment letter addressed a range of structural and commercial terms, with particular focus on borrowing base mechanics, advance rates, availability reserve provisions, the margin pricing grid, financial covenant levels and testing mechanics, distribution and restricted payment baskets, and the proposed syndication structure. The Firm's comments were informed by its review of GAP's existing PNB facility documentation and preliminary discussions with GAP's management regarding the company's operational cash flow profile and seasonal borrowing patterns.

Negotiations between GAP and HCB on the term sheet proceeded efficiently. On September 9, 2022, the parties reached agreement on a revised term sheet that incorporated a number of negotiated changes to the original HCB proposal. Key revisions included modifications to certain advance rates applicable to eligible inventory and receivables, a reduction in the availability reserve from $5,000,000 to $3,500,000 (reflecting GAP's position that the higher reserve was inconsistent with the facility's asset coverage and GAP's historical borrowing base performance), adjustments to the margin pricing grid to narrow the applicable spread ranges, and increases to several covenant baskets to provide GAP with greater operational flexibility. The revised term sheet was circulated in both redline and clean form and was accepted by all parties as the basis for definitive documentation.

C. Credit Agreement Drafting and Negotiation (September–November 2022)

With the revised term sheet agreed, the parties transitioned to the preparation and negotiation of the definitive Credit Agreement and related loan documents. As is customary in lender-side arranged facilities, KBW took the initial drafting pen.

First Draft and Markup. On September 16, 2022, KBW delivered its initial draft of the Credit Agreement to all parties. The draft was a comprehensive document based on KBW's standard ABL form, adapted to reflect the terms set forth in the revised term sheet. Upon receipt, C&H undertook a detailed review of the draft on behalf of GAP. On September 23, 2022, C&H delivered its first markup of the Credit Agreement to KBW, accompanied by an explanatory comment letter identifying the principal areas of concern and proposed revisions. The markup addressed a broad range of issues, including but not limited to definitions, borrowing base mechanics, conditions to borrowings, representations and warranties, affirmative and negative covenants, events of default, and remedies provisions.

Negotiation Call #1 (October 3, 2022). Following KBW's review of C&H's first markup, a negotiation call was convened on October 3, 2022. Participants on the call included Ian Blackwood and Sophie Tremblay for C&H; Patricia Calloway and Nina Vasquez for GAP; Richard Whitfield (partner) and Lauren Chisholm (associate) for KBW; and Gregory Thorn and Allison Kuo for HCB. The call addressed a number of significant open issues, with particular focus on borrowing base methodology (including the treatment of in-transit inventory and grain warehouse receipts), advance rates applicable to various categories of eligible collateral, the calculation and application of availability reserves, and the frequency and scope of field examinations by the Administrative Agent's designated field examination firm. Substantial progress was made during the call, and the parties agreed on a framework for resolving a number of the issues raised in C&H's first markup.

Second Draft and Markup. On October 7, 2022, KBW delivered a second draft of the Credit Agreement that incorporated the changes agreed upon during the October 3 negotiation call and reflected KBW's responses to certain additional comments from C&H's first markup. On October 14, 2022, C&H delivered its second markup of the Credit Agreement, together with an accompanying comment letter. The second markup focused on several areas of particular importance to GAP, including borrowing base dispute resolution mechanics (addressing the process by which GAP could challenge the Administrative Agent's determination of eligibility or valuation of specific collateral categories), warehouse receipt valuation methodology (a critical issue given GAP's reliance on grain elevator storage facilities), and caps on field examination fees and frequency limitations.

Field Examination. Concurrently with the Credit Agreement negotiations, Pryor & Associates LLC ("Pryor"), an independent field examination firm engaged by HCB on September 19, 2022, commenced its on-site field examination at GAP's Des Moines headquarters and select elevator sites on October 17, 2022. The field examination was conducted by a team led by Thomas Pryor and was designed to evaluate GAP's collateral controls, inventory management systems, accounts receivable procedures, and overall asset quality. The field examination was substantially complete as of November 7, 2022, and the findings were shared with HCB and KBW. C&H monitored the field examination process on behalf of GAP and participated in discussions regarding certain preliminary findings.

Negotiation Call #2 (October 21, 2022). A second negotiation call was held on October 21, 2022, addressing additional Credit Agreement provisions. The call focused on several key topics: the proposed springing Fixed Charge Coverage Ratio ("FCCR") covenant, which would require GAP to maintain an FCCR of not less than 1.10 to 1.00, tested on a trailing twelve-month basis, during any Trigger Period (i.e., when Excess Availability fell below an agreed threshold); distribution and restricted payment baskets, including the conditions under which GAP would be permitted to make distributions to its members, including the Lindstrom Family Trust; the change of control definition, which included a threshold requiring the Lindstrom Family Trust to maintain not less than 51% of the voting and economic interests in GAP Holdings, LLC ("Holdings"); capital expenditure limitations, set at $8,000,000 per fiscal year with a 50% carryforward of unused capacity (subject to a maximum of $12,000,000 in any single year); the investment and acquisition basket ($5,000,000 per fiscal year); and the commodity hedging cap (limiting hedging positions to 80% of anticipated production). The discussions were productive, and the parties reached agreement in principle on several of these points, though certain details remained open for resolution in subsequent drafts.

Third Draft and Markup. On October 28, 2022, KBW delivered a third draft of the Credit Agreement, incorporating changes agreed upon during the October 21 negotiation call and reflecting further refinements to the document. On November 1, 2022, C&H delivered its third markup of the Credit Agreement, accompanied by a comment letter identifying the remaining open items. These open items included the scope of the Material Adverse Change ("MAC") definition and related carve-outs, cure rights applicable to certain covenant defaults, the mechanics of testing the minimum Excess Availability covenant (agreed in principle at $5,000,000 at all times, but the testing and notification mechanics had not been fully documented), and the timing for delivery of insurance endorsements (loss payee and additional insured) following the closing date.

Ancillary Documents. On November 4, 2022, C&H delivered to KBW initial drafts of the principal ancillary loan documents, including: (a) the Security Agreement (granting a first-priority security interest in substantially all personal property of GAP, Greenfield Grain Services LLC ("GGS"), and Greenfield Commodities Inc. ("GCI") in favor of HCB as Collateral Agent); (b) the Guaranty Agreement (pursuant to which Holdings, GGS, and GCI would jointly and severally guarantee the obligations of GAP under the Credit Agreement in favor of the Administrative Agent and the Lenders); (c) the Pledge Agreement (pursuant to which GAP would pledge 100% of its membership interests in GGS and 100% of its stock in GCI to the Collateral Agent); (d) Mortgage forms for the State of Iowa (covering the GAP headquarters in Polk County and eight additional Iowa counties encompassing fourteen elevator sites) and the State of Illinois (covering the GCI distribution center at 780 Commerce Drive, Bloomington, Illinois 61701, in McLean County); (e) a form Deposit Account Control Agreement ("DACA") for operating accounts maintained at PNB and HCB; and (f) a form Assignment of Insurance covering crop insurance and property/casualty insurance proceeds under policies issued by Northstar Mutual Insurance Company, with Redwood Insurance Group, Inc. serving as broker.

Negotiation Call #3 (November 10, 2022). A third and final negotiation call was held on November 10, 2022, addressing principally collateral-related matters. Topics discussed included the timeline for execution and delivery of DACAs with respect to each of GAP's depository accounts, insurance assignment endorsements from Northstar Mutual Insurance Company, the findings and recommendations from Pryor & Associates' completed field examination, remaining open points in the Credit Agreement (as identified in C&H's third markup), and the projected timeline for closing of the transaction. The parties did not reach final resolution on all items, but the general expectation at the conclusion of the call was that the transaction remained on track for a closing in late November or early December 2022, subject to resolution of the remaining documentation issues.

D. PNB Renewal and Matter Pause

On November 14, 2022, PNB delivered a renewal proposal to GAP offering a $65,000,000 revolving credit facility on improved terms relative to GAP's existing $55,000,000 PNB facility. The PNB renewal proposal represented a meaningful increase in committed capacity and, as discussed in greater detail in Section IV below, included other favorable modifications to the existing facility terms.

On November 18, 2022, Patricia Calloway contacted Ian Blackwood by telephone and advised that the PNB renewal proposal was under active consideration by GAP's management and ownership. Ms. Calloway requested that C&H pause all drafting and negotiation work on the HCB ABL Facility while GAP evaluated its alternatives. Mr. Blackwood confirmed that the Firm would comply with this instruction and informed the engagement team accordingly.

On November 22, 2022, Calderwood & Harkness formally confirmed the pause in the engagement. All drafting activity was suspended, and the engagement team ceased work on the matter. At the time of the pause, a partially completed third markup of certain ancillary loan documents was in progress; this work was set aside in its then-current state and was not delivered to KBW or any other party. Mr. Blackwood sent an email to Ms. Vasquez and Ms. Calloway confirming the pause instruction, summarizing the status of all outstanding drafts, and noting the implications of the pause for the HCB commitment timeline, which was subject to expiration provisions under the term sheet.

On December 5, 2022, GAP, through Nina Vasquez, formally advised Calderwood & Harkness and HCB that GAP had elected to renew its existing credit facility with PNB on the improved terms offered in PNB's November 14 renewal proposal and that the proposed HCB-led ABL Facility would not proceed. The notification was delivered by email to Ian Blackwood.

In light of GAP's decision, the Firm is issuing this closing memorandum on December 9, 2022, together with the final invoice for professional services rendered. The status of Matter No. 1020-00001 has been changed to dormant in the Firm's billing and matter management systems, effective as of the date of this memorandum.

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, agreed terms and require no further action. The agreed term sheet served as the basis for the definitive documentation and is preserved in the matter file for reference purposes.

B. Credit Agreement

The Credit Agreement remained in a partially negotiated state at the time the matter was paused. Several significant open items were unresolved, including the scope of the MAC definition (particularly the breadth of carve-outs for general market and industry-wide conditions), cure rights applicable to certain covenant defaults (including the notice period and cure mechanics), the mechanics of testing the minimum Excess Availability covenant of $5,000,000, and the post-closing timeline for delivery of insurance endorsements. These open items are discussed in further detail in Section VII below. The Credit Agreement was to be governed by the laws of the State of Illinois, without regard to conflicts-of-law principles, consistent with HCB's standard documentation practices and its principal place of business.

C. Ancillary Loan Documents

It should be noted that a partially completed third markup of certain ancillary documents was in progress at the time of the matter pause on November 22, 2022. This markup was set aside in its then-current state without delivery to KBW or any other party. The partial markups reflect internal C&H comments and analysis only and were never circulated outside the engagement team. As of the time of the pause, KBW had not delivered any markup or comments on the ancillary document drafts delivered by C&H on November 4, 2022.

D. Internal Analysis and Diligence Memoranda

E. Negotiation Call Summaries

All negotiation call summaries were prepared for internal use and were not shared with the client or opposing counsel. They are maintained in the matter file as a contemporaneous record of the negotiation process.

F. Closing Preparation Documents

G. Correspondence.

All correspondence is preserved in the firm's document management system and email archives under Matter No. 1020-00001.

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 information available to the Firm, included pricing and structural improvements over the existing facility terms.

GAP management, principally Ms. Calloway and Ms. Vasquez, evaluated the PNB renewal proposal against the advantages offered by the proposed $80,000,000 HCB-led ABL Facility. The HCB facility offered several structural and commercial advantages over both the existing PNB facility and the PNB renewal proposal, including significantly increased borrowing capacity ($80,000,000 versus $65,000,000), improved pricing (a SOFR-based margin grid of 2.00% to 2.50%, compared to the existing PNB pricing of SOFR plus 2.75%), a broader lending syndicate providing relationship diversification, and the potential for incremental accordion capacity. However, the HCB facility also entailed greater complexity, including asset-based borrowing base administration, periodic field examinations, collateral reporting requirements, and a more extensive collateral package including mortgages, DACAs, and insurance assignments.

After deliberation, GAP determined that the PNB renewal better served its near-term financing needs. While the Firm was not directly involved in GAP's internal decision-making process, the decision to proceed with the PNB renewal was likely influenced by several factors: (i) materially lower transaction costs, as the PNB renewal would not require the level of documentation, collateral perfection, and legal expense associated with a new syndicated ABL facility; (ii) GAP's established banking relationship with PNB, which had served as GAP's primary lender since the original credit agreement dated April 1, 2018, as subsequently amended; (iii) the avoidance of the ongoing administrative burden of borrowing base compliance, field examination coordination, and collateral reporting inherent in an ABL structure; and (iv) the favorable incremental capacity provided by the PNB renewal ($65,000,000, representing an 18.2% increase over the existing $55,000,000 facility), which may have been sufficient to meet GAP's near-term working capital requirements.

Formal notification of GAP's decision not to proceed with the HCB ABL Facility was received on December 5, 2022, via email from Nina Vasquez to Ian Blackwood. The notification confirmed that GAP would renew its existing credit facility with PNB on the improved terms and that the HCB-led facility would not move forward.

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 Agreement drafting and markup (three rounds), ancillary document preparation, diligence analysis, negotiation call preparation and participation, closing preparation, and client communications.

B. Breakdown by Timekeeper

Note: The timekeeper breakdown above reflects estimated allocations based on billing records through the dormancy date. Certain additional time entries (approximately 62 hours) attributable to legal assistants, contract attorneys, and other support personnel at blended rates are included in the aggregate fee total but are not separately broken out above. The aggregate 370-hour figure referenced in Section V.A includes all professional and support time billed to the matter.

C. Collections Status

An outstanding balance of $49,566.00 remains as of the dormancy date. This amount corresponds to the final invoice issued in connection with services rendered during the period from November 1, 2022, through December 9, 2022, which includes the final round of Credit Agreement markup, ancillary document drafting, engagement pause administration, and preparation of this closing memorandum.

Recommendation: The Firm should follow up promptly with Patricia Calloway regarding the outstanding balance. It is noted that Section 7(b) of the engagement letter provides for interest on unpaid balances at the rate of 1.0% per month (12.0% per annum), accruing from the date that is thirty (30) days following the date of invoice. The final invoice was issued on December 9, 2022, and will become past due on January 8, 2023. Collection efforts should be coordinated through the Firm's billing department, with escalation to Ian Blackwood if payment is not received within the standard follow-up period.

D. Disbursements. In addition to the professional fees set forth above, the Firm incurred out-of-pocket disbursements in connection with Matter No. 1020-00001 in the aggregate amount of $4,218.50. These disbursements include the following:

Disbursements are not included in the $247,830.00 professional fee figure and have been invoiced separately in accordance with the engagement letter. As of the dormancy date, all disbursements have been invoiced and $3,450.00 has been collected, leaving an outstanding disbursement balance of $768.50. The total outstanding balance inclusive of both fees and disbursements is therefore $50,334.50.

E. Original Fee Estimate

The engagement letter provided a fee estimate of $350,000 to $450,000 for the full transaction through closing, based on Calderwood & Harkness's assessment of the anticipated scope and complexity of the engagement at the time of opening. Actual professional fees incurred of $247,830.00 represent approximately 55% to 71% of the estimated range (calculated as $247,830 / $450,000 = 55.1% at the high end of the estimate, and $247,830 / $350,000 = 70.8% at the low end of the estimate). This is consistent with the matter having reached an advanced but incomplete stage of drafting and negotiation — the engagement progressed through three full rounds of Credit Agreement markup, one complete round of ancillary document drafts, three substantive negotiation calls, coordination of the field examination process, and significant diligence and analysis work — but did not advance to the closing preparation phase, which would have included opinion finalization, UCC filing preparation, closing document assembly, and closing coordination.

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 counsel, had no independent obligation to notify HCB of the transaction's termination. However, the Firm has confirmed its awareness that GAP communicated its decision directly to HCB. No further action is required on the part of C&H with respect to HCB.

Kessler, Brandt & Whitfield LLP (Richard Whitfield, Lauren Chisholm). KBW, as lender's counsel, was informed of the cessation of the transaction through the discontinuation of document exchange. Following the November 22, 2022 pause, no further drafts, markups, or communications were transmitted to KBW, and no response was received from KBW regarding the ancillary document drafts delivered on November 4, 2022. It is expected that HCB independently communicated the termination of the transaction to its own counsel. No affirmative notification from C&H to KBW was required or provided.

Pryor & Associates LLC (Thomas Pryor). Pryor was engaged directly by HCB, not by C&H or GAP, to conduct the field examination. Any notification regarding the termination of the field examination engagement or the cessation of the underlying transaction is HCB's responsibility as the party that retained Pryor. C&H has no obligation to notify Pryor and has taken no action in this regard.

Meridian Agricultural Credit Corporation (Franklin Osei) and Tallgrass Capital Fund II, LP (Monica Herrera). As proposed syndicate lenders, MACC and Tallgrass were parties to the syndication structure contemplated by the term sheet. However, no notification obligations to MACC or Tallgrass arise on the part of C&H; such notifications are the responsibility of HCB in its capacity as Sole Lead Arranger and Sole Bookrunner. C&H has had no direct dealings with MACC or Tallgrass during the course of the engagement and has no obligation to communicate with these entities regarding the matter's dormancy.

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) changes in applicable law or GAAP, (d) effects resulting from the announcement or pendency of the transactions contemplated by the Credit Agreement, and (e) changes resulting from acts of war, terrorism, or natural disaster. KBW had accepted certain of these carve-outs in principle but had not agreed to the specific formulation of the agricultural industry carve-out, which remained under discussion at the time of the pause.

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 that no cure period should be available for financial covenant defaults. This issue was unresolved at the time of the pause.

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 — had not been fully documented. The interplay between this covenant and the springing FCCR Trigger Period also required further clarification.

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 insurance endorsements. This item was listed as an open post-closing covenant issue in C&H's third markup comment letter.

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 period for DACA delivery, while KBW's position was that DACAs for all material deposit accounts should be delivered at or prior to closing, with a limited post-closing period only for immaterial accounts.

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 negotiation of the ancillary documents had taken place, and all such documents remained in their initial C&H draft form.

The foregoing open items are documented herein for context and completeness only. No further legal work on any of these issues is anticipated absent written instruction from an authorized representative of GAP to reactivate the matter.

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 transfer procedures. Each storage box shall be clearly labeled with the following information:

• Matter No.: 1020-00001

• Client Name: Greenfield Agricultural Partners LLC

• Billing Code: GAPABF-2022

• Matter Description: $80,000,000 Asset-Based Revolving Credit Facility

• Dormancy Date: December 9, 2022

• Retention Period: Through December 2029 (minimum)

• Responsible Partner: Ian Blackwood

Transfer to offsite storage should be completed no later than January 31, 2023. Daniel Obi will coordinate the physical file boxing and transfer with the Firm's records management department.

B. Electronic Files

All electronic files generated in connection with Matter No. 1020-00001 are maintained on the Firm's document management system (Stonefield Systems) under the matter number and billing code referenced above. The electronic file includes all drafts and iterations of transaction documents, internal memoranda and analysis, correspondence (including archived email), research materials, billing records, and all other work product created during the engagement.

Access to the electronic matter file is restricted to the members of the engagement team — Ian Blackwood, Stephanie Okafor, Sophie Tremblay, and Daniel Obi — and authorized Firm records management personnel. Access permissions should be reviewed and confirmed upon transition to dormant status. No modification or deletion of any documents in the electronic file is permitted without the express authorization of the Responsible Partner.

C. Retention Period

In accordance with the Firm's Records Retention Policy (Policy No. RM-2019-04, as amended), matter files for dormant transactional matters are to be retained for a minimum of seven (7) years from the dormancy date. Accordingly, the files for Matter No. 1020-00001 shall be retained through at least December 2029. At the expiration of the retention period, the Firm's records management department will initiate the standard file destruction review process, which includes notification to the Responsible Partner and, where applicable, the client.

GAP is to be advised of the Firm's file retention and destruction policy in accordance with Section 12(c) of the engagement letter. A brief notification letter should be sent to Nina Vasquez, General Counsel, confirming the dormancy of the matter and summarizing the Firm's file retention obligations and the client's right to request return of original documents. This notification should be sent concurrently with or promptly following the issuance of this memorandum.

D. Return of Client Documents

Any original client documents in the Firm's possession — including but not limited to original organizational documents (operating agreements, certificates of formation, articles of incorporation), financial statements, insurance certificates, appraisals, and title documents — shall be returned to GAP upon the client's request. Such requests should be directed to Nina Vasquez, General Counsel, at GAP's principal office address (4100 Grand Prairie Boulevard, Suite 300, Des Moines, Iowa 50309). The Firm will retain copies of all returned original documents in its files. As of the date of this memorandum, no request for return of original documents has been received from GAP.

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 limited utility if a material period of time elapses before reactivation. Market terms for ABL facilities, GAP's financial condition and borrowing base composition, the lending landscape, and applicable legal requirements may change significantly over time, and documents drafted to reflect conditions prevailing in the fall of 2022 may require substantial revision or may need to be prepared anew. Similarly, the availability and terms of a commitment from HCB, MACC, or Tallgrass cannot be assumed to remain in effect.

The Firm notes that the existing PNB facility (as renewed at $65,000,000) is believed to have a maturity date on or about March 31, 2023, based on the original maturity date of the PNB credit agreement. The specific terms and maturity date of the renewed PNB facility are not known to C&H as of the date of this memorandum. It is possible that GAP may seek new or replacement financing in advance of any subsequent maturity of the PNB facility, and the Firm should be prepared to respond promptly to any such inquiry.

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 drafts (Security Agreement, Guaranty Agreement, Pledge Agreement, Mortgage forms, DACA form, and Assignment of Insurance form), participated in three substantive negotiation calls with lender's counsel and the client, coordinated with the client on field examination matters, and produced extensive internal diligence memoranda and analysis covering borrowing base mechanics, lien perfection, entity authorization, insurance compliance, and comparative facility terms. The engagement did not reach the closing stage.

All work product generated in connection with the matter has been preserved in the Firm's document management system and physical file storage in accordance with the Firm's standard records retention policies. The comprehensive document inventory set forth in Section III of this memorandum provides a complete index of all materials for reference in connection with any future reactivation.

Outstanding professional fees of $49,566.00 and outstanding disbursements of $768.50, for a total of $50,334.50, remain to be collected from GAP as of the dormancy date. Collection efforts should be pursued in accordance with the recommendations set forth in Section V.C above.

No further action is required on this matter absent written instruction from an authorized representative of GAP to reactivate the engagement or unless follow-up is necessary in connection with outstanding fee collections.

Prepared by:

________________________________________

Sophie Tremblay Lead Associate, Banking & Finance Calderwood & Harkness LLP

Date: December 9, 2022

Approved by:

________________________________________

Ian Blackwood Responsible Partner, Banking & Finance Calderwood & Harkness LLP

Date: December 9, 2022

cc: Stephanie Okafor, Billing Partner, Banking & Finance Daniel Obi, Working Associate, Banking & Finance Firm Records Management

CONFIDENTIAL — ATTORNEY WORK PRODUCT — DO NOT DISTRIBUTE Calderwood & Harkness LLP	Matter No. 1020-00001	GAPABF-2022
Document	Status	Notes
Term Sheet Comment Letter (Sept. 2, 2022)	Final / Delivered	Delivered to GAP (Calloway, Vasquez)
Revised Term Sheet — Redline Against Original	Final / Delivered	Agreed September 9, 2022
Revised Term Sheet — Clean	Final / Delivered	Agreed September 9, 2022
Document	Status	Notes
KBW Initial Draft Credit Agreement (Sept. 16, 2022)	Received	Base document; KBW standard ABL form
C&H First Markup of Credit Agreement (Sept. 23, 2022)	Final / Delivered	With accompanying comment letter
KBW Second Draft Credit Agreement (Oct. 7, 2022)	Received	Incorporated changes agreed on Oct. 3 call
C&H Second Markup of Credit Agreement (Oct. 14, 2022)	Final / Delivered	With comment letter; focused on borrowing base disputes, warehouse receipt valuation, field exam fee caps
KBW Third Draft Credit Agreement (Oct. 28, 2022)	Received	Incorporated changes agreed on Oct. 21 call
C&H Third Markup of Credit Agreement (Nov. 1, 2022)	Final / Delivered	With comment letter identifying remaining open items
Document	Status	Notes
Security Agreement — C&H Draft	Draft / Delivered (Nov. 4, 2022)	Granting first-priority lien in substantially all personal property of GAP, GGS, and GCI to HCB as Collateral Agent; covers accounts, chattel paper, deposit accounts, equipment, general intangibles, instruments, inventory, investment property, letter-of-credit rights, and commercial tort claims
Guaranty Agreement — C&H Draft	Draft / Delivered (Nov. 4, 2022)	Joint and several guaranty by Holdings, GGS, and GCI in favor of the Administrative Agent and the Lenders; unconditional payment guaranty form
Pledge Agreement — C&H Draft	Draft / Delivered (Nov. 4, 2022)	Pledge of 100% of membership interests in GGS (Iowa LLC) and 100% of issued and outstanding stock of GCI (Illinois corporation) by GAP to Collateral Agent
Mortgage Form — Iowa	Draft / Delivered (Nov. 4, 2022)	For Polk County (headquarters property) and 8 additional Iowa counties covering 14 elevator sites
Mortgage Form — Illinois	Draft / Delivered (Nov. 4, 2022)	For McLean County, covering GCI distribution center at 780 Commerce Drive, Bloomington, IL 61701
Deposit Account Control Agreement — Form	Draft / Delivered (Nov. 4, 2022)	Form DACA for operating accounts maintained at PNB and HCB; springing control mechanism
Assignment of Insurance — Form	Draft / Delivered (Nov. 4, 2022)	Assignment of crop insurance and property/casualty insurance proceeds from Northstar Mutual Insurance Company; insurance brokerage services provided by Redwood Insurance Group, Inc.
Document	Status	Notes
Preliminary Borrowing Base Analysis Memo	Final / Internal	Models peak borrowing base ($109.2M gross / $105.7M net after availability reserve / $80M facility cap) and trough borrowing base ($45.88M gross / $42.38M net after availability reserve); analysis based on GAP's fiscal year 2021 and trailing twelve-month 2022 financial data; identifies seasonal borrowing patterns and collateral concentration risks
Comparative Term Analysis (HCB vs. PNB)	Final / Delivered to Client	Side-by-side comparison of proposed $80M HCB-led facility vs. existing $55M PNB facility; covers facility size, pricing, borrowing base mechanics, covenant structure, collateral package, and syndicate composition; delivered to Calloway and Vasquez
UCC Search Summary and Lien Analysis Memo	Final / Internal	Identifies existing PNB UCC financing statements: Iowa Secretary of State Filing Nos. 2018-0041729 and 2018-0041730 (both filed April 2, 2018); also identifies judgment and tax lien search results for all relevant jurisdictions; confirms no material adverse liens other than PNB secured debt
Collateral Description and Perfection Memo	Final / Internal	Comprehensive outline of all perfection steps required to achieve first-priority security interests in the ABL Facility collateral: UCC-1 financing statement filings (Iowa, Illinois, Indiana, Delaware), mortgage recordings in 10 counties (9 Iowa, 1 Illinois), execution and delivery of DACAs with each depository bank, assignment and endorsement of insurance policies, delivery of equity certificates and undated stock powers/transfer instruments, and filing of intellectual property security agreements with the U.S. Patent and Trademark Office (if applicable)

Real Property Collateral Schedule	Final / Internal	Identifies all 14 elevator sites and 3 distribution centers comprising the real property collateral package; includes property descriptions, county, parcel identification numbers, and appraised values; aggregate appraised value of $64,800,000 based on MAI appraisals ordered by HCB
Insurance Compliance Checklist	Final / Internal	Analysis of GAP's existing insurance program against the insurance requirements set forth in the draft Credit Agreement; covers property/casualty, crop insurance, general liability, umbrella/excess liability, business interruption, and environmental liability policies; all policies placed through Redwood Insurance Group, Inc. and underwritten by Northstar Mutual Insurance Company; identifies gaps requiring additional endorsements or policy amendments
Entity Authorization and Good Standing Memo	Final / Internal	Covers all borrower and guarantor entities: GAP (Iowa LLC, EIN 47-3918265, Iowa SOS No. 622847); GAP Holdings, LLC ("Holdings") (Delaware LLC, EIN 82-5047391, Delaware SOS No. 7291538); Greenfield Grain Services LLC ("GGS") (Iowa LLC, EIN 84-2093417); and Greenfield Commodities Inc. ("GCI") (Illinois corporation, EIN 37-6182049, Illinois SOS No. 08294731); confirms good standing in formation jurisdictions and all foreign qualification jurisdictions; registered agents: Capitol Registered Agents, Inc. (Iowa) and National Corporate Services Inc. (Delaware); memo also addresses organizational authority, manager/officer certifications, and required board/member approvals for the transaction
Document	Status	Notes
Negotiation Call Summary — October 3, 2022	Final / Internal	Prepared by Daniel Obi; reviewed and approved by Sophie Tremblay; covers borrowing base methodology, advance rates, availability reserves, field examination frequency discussions
Negotiation Call Summary — October 21, 2022	Final / Internal	Prepared by Daniel Obi; reviewed and approved by Sophie Tremblay; covers springing FCCR, distribution baskets, change of control, CapEx limitations, investment basket, commodity hedging cap
Negotiation Call Summary — November 10, 2022	Final / Internal	Prepared by Daniel Obi; reviewed and approved by Sophie Tremblay; covers DACA execution timeline, insurance endorsements, Pryor field exam findings, remaining Credit Agreement open items, closing timeline
Document	Status	Notes
Preliminary Closing Checklist	In Progress (last updated Nov. 10, 2022)	Comprehensive 87-item closing checklist organized by category (credit documents, collateral documents, corporate authorizations, officer's certificates, legal opinions, UCC filings, searches, third-party consents, insurance, title/survey); most items reflected as partially complete or in progress at time of pause
Draft Borrower's Counsel Legal Opinion Outline	Draft / Internal	Outline format only; identifies principal opinion topics (due organization, power and authority, enforceability, no conflicts, no consents, UCC perfection, real property security interests, usury, anti-money laundering compliance); opinion letter itself was not drafted or finalized
Draft Officer's Certificate — Form	Draft / Internal	Form officer's certificate for execution by an authorized officer of GAP at closing; not populated with factual information
Document	Status	Notes
Email — Tremblay to Chisholm (Oct. 10, 2022)	Sent	Transmitted C&H's second markup of the Credit Agreement; proposed dates for second negotiation call; flagged Pryor field examination timing and requested confirmation of scope
Letter — Blackwood to Calloway (Nov. 14, 2022)	Sent	Summarized key remaining open items in the Credit Agreement; provided estimated timeline to closing; noted completion of the Pryor field examination; recommended next steps for document finalization
Email — Blackwood to Vasquez/Calloway (Nov. 22, 2022)	Sent	Confirmed receipt of pause instruction; summarized status of all outstanding drafts and open negotiation points; noted implications of the pause for the HCB commitment timeline and potential expiration of the indicative term sheet
Timekeeper	Role	Rate ($/hr)	Estimated Hours	Estimated Fees
Ian Blackwood	Responsible Partner	$1,150	52.0	$59,800.00
Stephanie Okafor	Billing Partner	$1,075	38.0	$40,850.00
Sophie Tremblay	Lead Associate	$725	145.0	$105,125.00
Daniel Obi	Working Associate	$575	73.0	$42,055.00
Total	308.0	$247,830.00
Item	Amount
Total Fees Invoiced	$247,830.00
Total Fees Collected	$198,264.00
Outstanding Balance	$49,566.00

Disbursement Category	Amount
UCC search fees (Iowa, Illinois, Indiana, Delaware)	$1,280.00
Tax lien and judgment search fees (all jurisdictions)	$960.00
Good standing certificate filing fees (Iowa, Delaware, Illinois)	$375.00
Certified copies of organizational documents	$185.00
Online legal research (Northgate Health IT)	$1,118.50
Miscellaneous (courier, copying, conference call charges)	$300.00
Total Disbursements	$4,218.50

MEMORANDUM — CONFIDENTIAL / ATTORNEY WORK PRODUCT
TO: Ian Blackwood, Responsible Partner, Banking & Finance
FROM: Sophie Tremblay, Lead Associate, Banking & Finance
DATE: December 9, 2022
RE: Matter Pause and Dormancy — Greenfield Agricultural Partners LLC — $80,000,000 Asset-Based Revolving Credit Facility — Matter No. 1020-00001 (Billing Code: GAPABF-2022)
APPROVED BY: Ian Blackwood ___
DISTRIBUTION: Stephanie Okafor (Billing Partner); Daniel Obi (Working Associate); Firm File
This memorandum constitutes attorney work product and is protected by the attorney-client privilege and the work product doctrine. It is intended solely for internal use by the members of the engagement team identified above and firm records management. This memorandum should not be disclosed to any third party without the prior written consent of the Responsible Partner.
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 Greenfield Agricultural Partners LLC ("GAP" or the "Borrower"), an Iowa limited liability company headquartered at 4100 Grand Prairie Boulevard, Suite 300, Des Moines, Iowa 50309, in connection with a proposed $80,000,000 senior secured asset-based revolving credit facility (the "ABL Facility"). The ABL Facility was to be arranged by Heartland Commerce Bank, National Association ("HCB"), acting in the capacities of Administrative Agent, Collateral Agent, Sole Lead Arranger, and Sole Bookrunner. HCB held a proposed commitment of $40,000,000, representing 50.00% of the total facility amount.
The proposed lending syndicate also included two additional lenders: Meridian Agricultural Credit Corporation ("MACC"), with a proposed commitment of $25,000,000 (representing 31.25% of the total facility), and Tallgrass Capital Fund II, LP ("Tallgrass"), with a proposed commitment of $15,000,000 (representing 18.75% of the total facility). Together, the three committed lenders would have provided the full $80,000,000 facility amount.
The stated purposes of the ABL Facility were threefold: (i) to refinance and repay in full the existing $55,000,000 revolving credit facility maintained by GAP with Prairie National Bank, N.A. ("PNB") pursuant to a credit agreement originally dated as of April 1, 2018, as amended from time to time; (ii) to fund seasonal working capital needs, including the acquisition of seed, fertilizer, and chemical inputs in connection with GAP's agricultural operations; and (iii) to provide liquidity for general corporate purposes.
Kessler, Brandt & Whitfield LLP ("KBW") served as counsel to HCB and the lenders in the transaction. Calderwood & Harkness LLP ("C&H" or the "Firm") served as borrower's counsel to GAP.
This memorandum sets forth the circumstances leading to the pause and ultimate dormancy of the engagement, the current status of all work product and draft transaction documents, a complete financial summary of the engagement including fees incurred and amounts outstanding, the status of notifications to relevant third parties, a summary of open legal issues at the time of the pause, and detailed file retention and document management instructions. This memorandum is intended to serve as the definitive reference document for all matters related to the dormancy of Matter No. 1020-00001 and should be maintained in the firm's permanent file for this engagement.
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-based revolving credit facility. Ms. Calloway indicated that GAP had been exploring options to increase its revolving credit capacity beyond the existing $55,000,000 facility maintained with PNB, and that HCB had expressed interest in arranging a larger facility on terms that GAP's management viewed as potentially attractive.
On August 22, 2022, HCB delivered an indicative term sheet to GAP outlining the principal terms of the proposed $80,000,000 ABL Facility. The term sheet was prepared by HCB's ABL origination team under the supervision of Gregory Thorn, Senior Vice President, Asset-Based Lending, and Allison Kuo, Vice President, Asset-Based Lending, and reflected HCB's preliminary view of the facility structure, pricing, collateral requirements, and syndication strategy.
Following GAP's review of the indicative term sheet, the Firm was formally engaged. On August 29, 2022, Calderwood & Harkness and GAP executed an engagement letter setting forth the scope and terms of the Firm's representation. The matter was opened in the Firm's billing and conflicts systems as Matter No. 1020-00001, with billing code GAPABF-2022. The engagement letter was executed on behalf of GAP by Ms. Calloway and Nina Vasquez, General Counsel of GAP, and on behalf of the Firm by Ian Blackwood.
The engagement team was composed of the following professionals:
•  Ian Blackwood, Responsible Partner, Banking & Finance — standard hourly rate of $1,150 per hour
•  Stephanie Okafor, Billing Partner, Banking & Finance — standard hourly rate of $1,075 per hour
•  Sophie Tremblay, Lead Associate, Banking & Finance — standard hourly rate of $725 per hour
•  Daniel Obi, Working Associate, Banking & Finance — standard hourly rate of $575 per hour
The engagement letter provided a fee estimate of $350,000 to $450,000 for the full transaction through closing, subject to the customary caveats regarding complexity, scope of negotiations, and unforeseen circumstances. The engagement letter also contained standard provisions regarding billing frequency, payment terms (net thirty days), interest on overdue balances, disbursement recovery, and document retention.
B. Term Sheet Phase (August–September 2022)
Upon engagement, the initial phase of the Firm's work focused on reviewing and commenting upon the indicative term sheet delivered by HCB. On September 2, 2022, C&H delivered its initial comments on the HCB term sheet to GAP, directed to the attention of Ms. Calloway and Ms. Vasquez. The comment letter addressed a range of structural and commercial terms, with particular focus on borrowing base mechanics, advance rates, availability reserve provisions, the margin pricing grid, financial covenant levels and testing mechanics, distribution and restricted payment baskets, and the proposed syndication structure. The Firm's comments were informed by its review of GAP's existing PNB facility documentation and preliminary discussions with GAP's management regarding the company's operational cash flow profile and seasonal borrowing patterns.
Negotiations between GAP and HCB on the term sheet proceeded efficiently. On September 9, 2022, the parties reached agreement on a revised term sheet that incorporated a number of negotiated changes to the original HCB proposal. Key revisions included modifications to certain advance rates applicable to eligible inventory and receivables, a reduction in the availability reserve from $5,000,000 to $3,500,000 (reflecting GAP's position that the higher reserve was inconsistent with the facility's asset coverage and GAP's historical borrowing base performance), adjustments to the margin pricing grid to narrow the applicable spread ranges, and increases to several covenant baskets to provide GAP with greater operational flexibility. The revised term sheet was circulated in both redline and clean form and was accepted by all parties as the basis for definitive documentation.
C. Credit Agreement Drafting and Negotiation (September–November 2022)
With the revised term sheet agreed, the parties transitioned to the preparation and negotiation of the definitive Credit Agreement and related loan documents. As is customary in lender-side arranged facilities, KBW took the initial drafting pen.
First Draft and Markup. On September 16, 2022, KBW delivered its initial draft of the Credit Agreement to all parties. The draft was a comprehensive document based on KBW's standard ABL form, adapted to reflect the terms set forth in the revised term sheet. Upon receipt, C&H undertook a detailed review of the draft on behalf of GAP. On September 23, 2022, C&H delivered its first markup of the Credit Agreement to KBW, accompanied by an explanatory comment letter identifying the principal areas of concern and proposed revisions. The markup addressed a broad range of issues, including but not limited to definitions, borrowing base mechanics, conditions to borrowings, representations and warranties, affirmative and negative covenants, events of default, and remedies provisions.
Negotiation Call #1 (October 3, 2022). Following KBW's review of C&H's first markup, a negotiation call was convened on October 3, 2022. Participants on the call included Ian Blackwood and Sophie Tremblay for C&H; Patricia Calloway and Nina Vasquez for GAP; Richard Whitfield (partner) and Lauren Chisholm (associate) for KBW; and Gregory Thorn and Allison Kuo for HCB. The call addressed a number of significant open issues, with particular focus on borrowing base methodology (including the treatment of in-transit inventory and grain warehouse receipts), advance rates applicable to various categories of eligible collateral, the calculation and application of availability reserves, and the frequency and scope of field examinations by the Administrative Agent's designated field examination firm. Substantial progress was made during the call, and the parties agreed on a framework for resolving a number of the issues raised in C&H's first markup.
Second Draft and Markup. On October 7, 2022, KBW delivered a second draft of the Credit Agreement that incorporated the changes agreed upon during the October 3 negotiation call and reflected KBW's responses to certain additional comments from C&H's first markup. On October 14, 2022, C&H delivered its second markup of the Credit Agreement, together with an accompanying comment letter. The second markup focused on several areas of particular importance to GAP, including borrowing base dispute resolution mechanics (addressing the process by which GAP could challenge the Administrative Agent's determination of eligibility or valuation of specific collateral categories), warehouse receipt valuation methodology (a critical issue given GAP's reliance on grain elevator storage facilities), and caps on field examination fees and frequency limitations.
Field Examination. Concurrently with the Credit Agreement negotiations, Pryor & Associates LLC ("Pryor"), an independent field examination firm engaged by HCB on September 19, 2022, commenced its on-site field examination at GAP's Des Moines headquarters and select elevator sites on October 17, 2022. The field examination was conducted by a team led by Thomas Pryor and was designed to evaluate GAP's collateral controls, inventory management systems, accounts receivable procedures, and overall asset quality. The field examination was substantially complete as of November 7, 2022, and the findings were shared with HCB and KBW. C&H monitored the field examination process on behalf of GAP and participated in discussions regarding certain preliminary findings.
Negotiation Call #2 (October 21, 2022). A second negotiation call was held on October 21, 2022, addressing additional Credit Agreement provisions. The call focused on several key topics: the proposed springing Fixed Charge Coverage Ratio ("FCCR") covenant, which would require GAP to maintain an FCCR of not less than 1.10 to 1.00, tested on a trailing twelve-month basis, during any Trigger Period (i.e., when Excess Availability fell below an agreed threshold); distribution and restricted payment baskets, including the conditions under which GAP would be permitted to make distributions to its members, including the Lindstrom Family Trust; the change of control definition, which included a threshold requiring the Lindstrom Family Trust to maintain not less than 51% of the voting and economic interests in GAP Holdings, LLC ("Holdings"); capital expenditure limitations, set at $8,000,000 per fiscal year with a 50% carryforward of unused capacity (subject to a maximum of $12,000,000 in any single year); the investment and acquisition basket ($5,000,000 per fiscal year); and the commodity hedging cap (limiting hedging positions to 80% of anticipated production). The discussions were productive, and the parties reached agreement in principle on several of these points, though certain details remained open for resolution in subsequent drafts.
Third Draft and Markup. On October 28, 2022, KBW delivered a third draft of the Credit Agreement, incorporating changes agreed upon during the October 21 negotiation call and reflecting further refinements to the document. On November 1, 2022, C&H delivered its third markup of the Credit Agreement, accompanied by a comment letter identifying the remaining open items. These open items included the scope of the Material Adverse Change ("MAC") definition and related carve-outs, cure rights applicable to certain covenant defaults, the mechanics of testing the minimum Excess Availability covenant (agreed in principle at $5,000,000 at all times, but the testing and notification mechanics had not been fully documented), and the timing for delivery of insurance endorsements (loss payee and additional insured) following the closing date.
Ancillary Documents. On November 4, 2022, C&H delivered to KBW initial drafts of the principal ancillary loan documents, including: (a) the Security Agreement (granting a first-priority security interest in substantially all personal property of GAP, Greenfield Grain Services LLC ("GGS"), and Greenfield Commodities Inc. ("GCI") in favor of HCB as Collateral Agent); (b) the Guaranty Agreement (pursuant to which Holdings, GGS, and GCI would jointly and severally guarantee the obligations of GAP under the Credit Agreement in favor of the Administrative Agent and the Lenders); (c) the Pledge Agreement (pursuant to which GAP would pledge 100% of its membership interests in GGS and 100% of its stock in GCI to the Collateral Agent); (d) Mortgage forms for the State of Iowa (covering the GAP headquarters in Polk County and eight additional Iowa counties encompassing fourteen elevator sites) and the State of Illinois (covering the GCI distribution center at 780 Commerce Drive, Bloomington, Illinois 61701, in McLean County); (e) a form Deposit Account Control Agreement ("DACA") for operating accounts maintained at PNB and HCB; and (f) a form Assignment of Insurance covering crop insurance and property/casualty insurance proceeds under policies issued by Northstar Mutual Insurance Company, with Redwood Insurance Group, Inc. serving as broker.
Negotiation Call #3 (November 10, 2022). A third and final negotiation call was held on November 10, 2022, addressing principally collateral-related matters. Topics discussed included the timeline for execution and delivery of DACAs with respect to each of GAP's depository accounts, insurance assignment endorsements from Northstar Mutual Insurance Company, the findings and recommendations from Pryor & Associates' completed field examination, remaining open points in the Credit Agreement (as identified in C&H's third markup), and the projected timeline for closing of the transaction. The parties did not reach final resolution on all items, but the general expectation at the conclusion of the call was that the transaction remained on track for a closing in late November or early December 2022, subject to resolution of the remaining documentation issues.
D. PNB Renewal and Matter Pause
On November 14, 2022, PNB delivered a renewal proposal to GAP offering a $65,000,000 revolving credit facility on improved terms relative to GAP's existing $55,000,000 PNB facility. The PNB renewal proposal represented a meaningful increase in committed capacity and, as discussed in greater detail in Section IV below, included other favorable modifications to the existing facility terms.
On November 18, 2022, Patricia Calloway contacted Ian Blackwood by telephone and advised that the PNB renewal proposal was under active consideration by GAP's management and ownership. Ms. Calloway requested that C&H pause all drafting and negotiation work on the HCB ABL Facility while GAP evaluated its alternatives. Mr. Blackwood confirmed that the Firm would comply with this instruction and informed the engagement team accordingly.
On November 22, 2022, Calderwood & Harkness formally confirmed the pause in the engagement. All drafting activity was suspended, and the engagement team ceased work on the matter. At the time of the pause, a partially completed third markup of certain ancillary loan documents was in progress; this work was set aside in its then-current state and was not delivered to KBW or any other party. Mr. Blackwood sent an email to Ms. Vasquez and Ms. Calloway confirming the pause instruction, summarizing the status of all outstanding drafts, and noting the implications of the pause for the HCB commitment timeline, which was subject to expiration provisions under the term sheet.
On December 5, 2022, GAP, through Nina Vasquez, formally advised Calderwood & Harkness and HCB that GAP had elected to renew its existing credit facility with PNB on the improved terms offered in PNB's November 14 renewal proposal and that the proposed HCB-led ABL Facility would not proceed. The notification was delivered by email to Ian Blackwood.
In light of GAP's decision, the Firm is issuing this closing memorandum on December 9, 2022, together with the final invoice for professional services rendered. The status of Matter No. 1020-00001 has been changed to dormant in the Firm's billing and matter management systems, effective as of the date of this memorandum.
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, agreed terms and require no further action. The agreed term sheet served as the basis for the definitive documentation and is preserved in the matter file for reference purposes.
B. Credit Agreement
The Credit Agreement remained in a partially negotiated state at the time the matter was paused. Several significant open items were unresolved, including the scope of the MAC definition (particularly the breadth of carve-outs for general market and industry-wide conditions), cure rights applicable to certain covenant defaults (including the notice period and cure mechanics), the mechanics of testing the minimum Excess Availability covenant of $5,000,000, and the post-closing timeline for delivery of insurance endorsements. These open items are discussed in further detail in Section VII below. The Credit Agreement was to be governed by the laws of the State of Illinois, without regard to conflicts-of-law principles, consistent with HCB's standard documentation practices and its principal place of business.
C. Ancillary Loan Documents
It should be noted that a partially completed third markup of certain ancillary documents was in progress at the time of the matter pause on November 22, 2022. This markup was set aside in its then-current state without delivery to KBW or any other party. The partial markups reflect internal C&H comments and analysis only and were never circulated outside the engagement team. As of the time of the pause, KBW had not delivered any markup or comments on the ancillary document drafts delivered by C&H on November 4, 2022.
D. Internal Analysis and Diligence Memoranda
E. Negotiation Call Summaries
All negotiation call summaries were prepared for internal use and were not shared with the client or opposing counsel. They are maintained in the matter file as a contemporaneous record of the negotiation process.
F. Closing Preparation Documents
G. Correspondence.  
All correspondence is preserved in the firm's document management system and email archives under Matter No. 1020-00001.
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 information available to the Firm, included pricing and structural improvements over the existing facility terms.
GAP management, principally Ms. Calloway and Ms. Vasquez, evaluated the PNB renewal proposal against the advantages offered by the proposed $80,000,000 HCB-led ABL Facility. The HCB facility offered several structural and commercial advantages over both the existing PNB facility and the PNB renewal proposal, including significantly increased borrowing capacity ($80,000,000 versus $65,000,000), improved pricing (a SOFR-based margin grid of 2.00% to 2.50%, compared to the existing PNB pricing of SOFR plus 2.75%), a broader lending syndicate providing relationship diversification, and the potential for incremental accordion capacity. However, the HCB facility also entailed greater complexity, including asset-based borrowing base administration, periodic field examinations, collateral reporting requirements, and a more extensive collateral package including mortgages, DACAs, and insurance assignments.
After deliberation, GAP determined that the PNB renewal better served its near-term financing needs. While the Firm was not directly involved in GAP's internal decision-making process, the decision to proceed with the PNB renewal was likely influenced by several factors: (i) materially lower transaction costs, as the PNB renewal would not require the level of documentation, collateral perfection, and legal expense associated with a new syndicated ABL facility; (ii) GAP's established banking relationship with PNB, which had served as GAP's primary lender since the original credit agreement dated April 1, 2018, as subsequently amended; (iii) the avoidance of the ongoing administrative burden of borrowing base compliance, field examination coordination, and collateral reporting inherent in an ABL structure; and (iv) the favorable incremental capacity provided by the PNB renewal ($65,000,000, representing an 18.2% increase over the existing $55,000,000 facility), which may have been sufficient to meet GAP's near-term working capital requirements.
Formal notification of GAP's decision not to proceed with the HCB ABL Facility was received on December 5, 2022, via email from Nina Vasquez to Ian Blackwood. The notification confirmed that GAP would renew its existing credit facility with PNB on the improved terms and that the HCB-led facility would not move forward.
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 Agreement drafting and markup (three rounds), ancillary document preparation, diligence analysis, negotiation call preparation and participation, closing preparation, and client communications.
B. Breakdown by Timekeeper
Note: The timekeeper breakdown above reflects estimated allocations based on billing records through the dormancy date. Certain additional time entries (approximately 62 hours) attributable to legal assistants, contract attorneys, and other support personnel at blended rates are included in the aggregate fee total but are not separately broken out above. The aggregate 370-hour figure referenced in Section V.A includes all professional and support time billed to the matter.
C. Collections Status
An outstanding balance of $49,566.00 remains as of the dormancy date. This amount corresponds to the final invoice issued in connection with services rendered during the period from November 1, 2022, through December 9, 2022, which includes the final round of Credit Agreement markup, ancillary document drafting, engagement pause administration, and preparation of this closing memorandum.
Recommendation: The Firm should follow up promptly with Patricia Calloway regarding the outstanding balance. It is noted that Section 7(b) of the engagement letter provides for interest on unpaid balances at the rate of 1.0% per month (12.0% per annum), accruing from the date that is thirty (30) days following the date of invoice. The final invoice was issued on December 9, 2022, and will become past due on January 8, 2023. Collection efforts should be coordinated through the Firm's billing department, with escalation to Ian Blackwood if payment is not received within the standard follow-up period.
D. Disbursements.  In addition to the professional fees set forth above, the Firm incurred out-of-pocket disbursements in connection with Matter No. 1020-00001 in the aggregate amount of $4,218.50. These disbursements include the following:
Disbursements are not included in the $247,830.00 professional fee figure and have been invoiced separately in accordance with the engagement letter. As of the dormancy date, all disbursements have been invoiced and $3,450.00 has been collected, leaving an outstanding disbursement balance of $768.50. The total outstanding balance inclusive of both fees and disbursements is therefore $50,334.50.
E. Original Fee Estimate
The engagement letter provided a fee estimate of $350,000 to $450,000 for the full transaction through closing, based on Calderwood & Harkness's assessment of the anticipated scope and complexity of the engagement at the time of opening. Actual professional fees incurred of $247,830.00 represent approximately 55% to 71% of the estimated range (calculated as $247,830 / $450,000 = 55.1% at the high end of the estimate, and $247,830 / $350,000 = 70.8% at the low end of the estimate). This is consistent with the matter having reached an advanced but incomplete stage of drafting and negotiation — the engagement progressed through three full rounds of Credit Agreement markup, one complete round of ancillary document drafts, three substantive negotiation calls, coordination of the field examination process, and significant diligence and analysis work — but did not advance to the closing preparation phase, which would have included opinion finalization, UCC filing preparation, closing document assembly, and closing coordination.
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 counsel, had no independent obligation to notify HCB of the transaction's termination. However, the Firm has confirmed its awareness that GAP communicated its decision directly to HCB. No further action is required on the part of C&H with respect to HCB.
Kessler, Brandt & Whitfield LLP (Richard Whitfield, Lauren Chisholm). KBW, as lender's counsel, was informed of the cessation of the transaction through the discontinuation of document exchange. Following the November 22, 2022 pause, no further drafts, markups, or communications were transmitted to KBW, and no response was received from KBW regarding the ancillary document drafts delivered on November 4, 2022. It is expected that HCB independently communicated the termination of the transaction to its own counsel. No affirmative notification from C&H to KBW was required or provided.
Pryor & Associates LLC (Thomas Pryor). Pryor was engaged directly by HCB, not by C&H or GAP, to conduct the field examination. Any notification regarding the termination of the field examination engagement or the cessation of the underlying transaction is HCB's responsibility as the party that retained Pryor. C&H has no obligation to notify Pryor and has taken no action in this regard.
Meridian Agricultural Credit Corporation (Franklin Osei) and Tallgrass Capital Fund II, LP (Monica Herrera). As proposed syndicate lenders, MACC and Tallgrass were parties to the syndication structure contemplated by the term sheet. However, no notification obligations to MACC or Tallgrass arise on the part of C&H; such notifications are the responsibility of HCB in its capacity as Sole Lead Arranger and Sole Bookrunner. C&H has had no direct dealings with MACC or Tallgrass during the course of the engagement and has no obligation to communicate with these entities regarding the matter's dormancy.
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) changes in applicable law or GAAP, (d) effects resulting from the announcement or pendency of the transactions contemplated by the Credit Agreement, and (e) changes resulting from acts of war, terrorism, or natural disaster. KBW had accepted certain of these carve-outs in principle but had not agreed to the specific formulation of the agricultural industry carve-out, which remained under discussion at the time of the pause.
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 that no cure period should be available for financial covenant defaults. This issue was unresolved at the time of the pause.
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 — had not been fully documented. The interplay between this covenant and the springing FCCR Trigger Period also required further clarification.
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 insurance endorsements. This item was listed as an open post-closing covenant issue in C&H's third markup comment letter.
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 period for DACA delivery, while KBW's position was that DACAs for all material deposit accounts should be delivered at or prior to closing, with a limited post-closing period only for immaterial accounts.
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 negotiation of the ancillary documents had taken place, and all such documents remained in their initial C&H draft form.
The foregoing open items are documented herein for context and completeness only. No further legal work on any of these issues is anticipated absent written instruction from an authorized representative of GAP to reactivate the matter.
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 transfer procedures. Each storage box shall be clearly labeled with the following information:
•  Matter No.: 1020-00001
•  Client Name: Greenfield Agricultural Partners LLC
•  Billing Code: GAPABF-2022
•  Matter Description: $80,000,000 Asset-Based Revolving Credit Facility
•  Dormancy Date: December 9, 2022
•  Retention Period: Through December 2029 (minimum)
•  Responsible Partner: Ian Blackwood
Transfer to offsite storage should be completed no later than January 31, 2023. Daniel Obi will coordinate the physical file boxing and transfer with the Firm's records management department.
B. Electronic Files
All electronic files generated in connection with Matter No. 1020-00001 are maintained on the Firm's document management system (Stonefield Systems) under the matter number and billing code referenced above. The electronic file includes all drafts and iterations of transaction documents, internal memoranda and analysis, correspondence (including archived email), research materials, billing records, and all other work product created during the engagement.
Access to the electronic matter file is restricted to the members of the engagement team — Ian Blackwood, Stephanie Okafor, Sophie Tremblay, and Daniel Obi — and authorized Firm records management personnel. Access permissions should be reviewed and confirmed upon transition to dormant status. No modification or deletion of any documents in the electronic file is permitted without the express authorization of the Responsible Partner.
C. Retention Period
In accordance with the Firm's Records Retention Policy (Policy No. RM-2019-04, as amended), matter files for dormant transactional matters are to be retained for a minimum of seven (7) years from the dormancy date. Accordingly, the files for Matter No. 1020-00001 shall be retained through at least December 2029. At the expiration of the retention period, the Firm's records management department will initiate the standard file destruction review process, which includes notification to the Responsible Partner and, where applicable, the client.
GAP is to be advised of the Firm's file retention and destruction policy in accordance with Section 12(c) of the engagement letter. A brief notification letter should be sent to Nina Vasquez, General Counsel, confirming the dormancy of the matter and summarizing the Firm's file retention obligations and the client's right to request return of original documents. This notification should be sent concurrently with or promptly following the issuance of this memorandum.
D. Return of Client Documents
Any original client documents in the Firm's possession — including but not limited to original organizational documents (operating agreements, certificates of formation, articles of incorporation), financial statements, insurance certificates, appraisals, and title documents — shall be returned to GAP upon the client's request. Such requests should be directed to Nina Vasquez, General Counsel, at GAP's principal office address (4100 Grand Prairie Boulevard, Suite 300, Des Moines, Iowa 50309). The Firm will retain copies of all returned original documents in its files. As of the date of this memorandum, no request for return of original documents has been received from GAP.
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 limited utility if a material period of time elapses before reactivation. Market terms for ABL facilities, GAP's financial condition and borrowing base composition, the lending landscape, and applicable legal requirements may change significantly over time, and documents drafted to reflect conditions prevailing in the fall of 2022 may require substantial revision or may need to be prepared anew. Similarly, the availability and terms of a commitment from HCB, MACC, or Tallgrass cannot be assumed to remain in effect.
The Firm notes that the existing PNB facility (as renewed at $65,000,000) is believed to have a maturity date on or about March 31, 2023, based on the original maturity date of the PNB credit agreement. The specific terms and maturity date of the renewed PNB facility are not known to C&H as of the date of this memorandum. It is possible that GAP may seek new or replacement financing in advance of any subsequent maturity of the PNB facility, and the Firm should be prepared to respond promptly to any such inquiry.
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 drafts (Security Agreement, Guaranty Agreement, Pledge Agreement, Mortgage forms, DACA form, and Assignment of Insurance form), participated in three substantive negotiation calls with lender's counsel and the client, coordinated with the client on field examination matters, and produced extensive internal diligence memoranda and analysis covering borrowing base mechanics, lien perfection, entity authorization, insurance compliance, and comparative facility terms. The engagement did not reach the closing stage.
All work product generated in connection with the matter has been preserved in the Firm's document management system and physical file storage in accordance with the Firm's standard records retention policies. The comprehensive document inventory set forth in Section III of this memorandum provides a complete index of all materials for reference in connection with any future reactivation.
Outstanding professional fees of $49,566.00 and outstanding disbursements of $768.50, for a total of $50,334.50, remain to be collected from GAP as of the dormancy date. Collection efforts should be pursued in accordance with the recommendations set forth in Section V.C above.
No further action is required on this matter absent written instruction from an authorized representative of GAP to reactivate the engagement or unless follow-up is necessary in connection with outstanding fee collections.
Prepared by:
________________________________________
Sophie Tremblay Lead Associate, Banking & Finance Calderwood & Harkness LLP
Date: December 9, 2022
Approved by:
________________________________________
Ian Blackwood Responsible Partner, Banking & Finance Calderwood & Harkness LLP
Date: December 9, 2022
cc: Stephanie Okafor, Billing Partner, Banking & Finance Daniel Obi, Working Associate, Banking & Finance Firm Records Management
CONFIDENTIAL — ATTORNEY WORK PRODUCT — DO NOT DISTRIBUTE Calderwood & Harkness LLP | Matter No. 1020-00001 | GAPABF-2022
Document | Status | Notes
Term Sheet Comment Letter (Sept. 2, 2022) | Final / Delivered | Delivered to GAP (Calloway, Vasquez)
Revised Term Sheet — Redline Against Original | Final / Delivered | Agreed September 9, 2022
Revised Term Sheet — Clean | Final / Delivered | Agreed September 9, 2022
Document | Status | Notes
KBW Initial Draft Credit Agreement (Sept. 16, 2022) | Received | Base document; KBW standard ABL form
C&H First Markup of Credit Agreement (Sept. 23, 2022) | Final / Delivered | With accompanying comment letter
KBW Second Draft Credit Agreement (Oct. 7, 2022) | Received | Incorporated changes agreed on Oct. 3 call
C&H Second Markup of Credit Agreement (Oct. 14, 2022) | Final / Delivered | With comment letter; focused on borrowing base disputes, warehouse receipt valuation, field exam fee caps
KBW Third Draft Credit Agreement (Oct. 28, 2022) | Received | Incorporated changes agreed on Oct. 21 call
C&H Third Markup of Credit Agreement (Nov. 1, 2022) | Final / Delivered | With comment letter identifying remaining open items
Document | Status | Notes
Security Agreement — C&H Draft | Draft / Delivered (Nov. 4, 2022) | Granting first-priority lien in substantially all personal property of GAP, GGS, and GCI to HCB as Collateral Agent; covers accounts, chattel paper, deposit accounts, equipment, general intangibles, instruments, inventory, investment property, letter-of-credit rights, and commercial tort claims
Guaranty Agreement — C&H Draft | Draft / Delivered (Nov. 4, 2022) | Joint and several guaranty by Holdings, GGS, and GCI in favor of the Administrative Agent and the Lenders; unconditional payment guaranty form
Pledge Agreement — C&H Draft | Draft / Delivered (Nov. 4, 2022) | Pledge of 100% of membership interests in GGS (Iowa LLC) and 100% of issued and outstanding stock of GCI (Illinois corporation) by GAP to Collateral Agent
Mortgage Form — Iowa | Draft / Delivered (Nov. 4, 2022) | For Polk County (headquarters property) and 8 additional Iowa counties covering 14 elevator sites
Mortgage Form — Illinois | Draft / Delivered (Nov. 4, 2022) | For McLean County, covering GCI distribution center at 780 Commerce Drive, Bloomington, IL 61701
Deposit Account Control Agreement — Form | Draft / Delivered (Nov. 4, 2022) | Form DACA for operating accounts maintained at PNB and HCB; springing control mechanism
Assignment of Insurance — Form | Draft / Delivered (Nov. 4, 2022) | Assignment of crop insurance and property/casualty insurance proceeds from Northstar Mutual Insurance Company; insurance brokerage services provided by Redwood Insurance Group, Inc.
Document | Status | Notes
Preliminary Borrowing Base Analysis Memo | Final / Internal | Models peak borrowing base ($109.2M gross / $105.7M net after availability reserve / $80M facility cap) and trough borrowing base ($45.88M gross / $42.38M net after availability reserve); analysis based on GAP's fiscal year 2021 and trailing twelve-month 2022 financial data; identifies seasonal borrowing patterns and collateral concentration risks
Comparative Term Analysis (HCB vs. PNB) | Final / Delivered to Client | Side-by-side comparison of proposed $80M HCB-led facility vs. existing $55M PNB facility; covers facility size, pricing, borrowing base mechanics, covenant structure, collateral package, and syndicate composition; delivered to Calloway and Vasquez
UCC Search Summary and Lien Analysis Memo | Final / Internal | Identifies existing PNB UCC financing statements: Iowa Secretary of State Filing Nos. 2018-0041729 and 2018-0041730 (both filed April 2, 2018); also identifies judgment and tax lien search results for all relevant jurisdictions; confirms no material adverse liens other than PNB secured debt
Collateral Description and Perfection Memo | Final / Internal | Comprehensive outline of all perfection steps required to achieve first-priority security interests in the ABL Facility collateral: UCC-1 financing statement filings (Iowa, Illinois, Indiana, Delaware), mortgage recordings in 10 counties (9 Iowa, 1 Illinois), execution and delivery of DACAs with each depository bank, assignment and endorsement of insurance policies, delivery of equity certificates and undated stock powers/transfer instruments, and filing of intellectual property security agreements with the U.S. Patent and Trademark Office (if applicable)
Real Property Collateral Schedule | Final / Internal | Identifies all 14 elevator sites and 3 distribution centers comprising the real property collateral package; includes property descriptions, county, parcel identification numbers, and appraised values; aggregate appraised value of $64,800,000 based on MAI appraisals ordered by HCB
Insurance Compliance Checklist | Final / Internal | Analysis of GAP's existing insurance program against the insurance requirements set forth in the draft Credit Agreement; covers property/casualty, crop insurance, general liability, umbrella/excess liability, business interruption, and environmental liability policies; all policies placed through Redwood Insurance Group, Inc. and underwritten by Northstar Mutual Insurance Company; identifies gaps requiring additional endorsements or policy amendments
Entity Authorization and Good Standing Memo | Final / Internal | Covers all borrower and guarantor entities: GAP (Iowa LLC, EIN 47-3918265, Iowa SOS No. 622847); GAP Holdings, LLC ("Holdings") (Delaware LLC, EIN 82-5047391, Delaware SOS No. 7291538); Greenfield Grain Services LLC ("GGS") (Iowa LLC, EIN 84-2093417); and Greenfield Commodities Inc. ("GCI") (Illinois corporation, EIN 37-6182049, Illinois SOS No. 08294731); confirms good standing in formation jurisdictions and all foreign qualification jurisdictions; registered agents: Capitol Registered Agents, Inc. (Iowa) and National Corporate Services Inc. (Delaware); memo also addresses organizational authority, manager/officer certifications, and required board/member approvals for the transaction
Document | Status | Notes
Negotiation Call Summary — October 3, 2022 | Final / Internal | Prepared by Daniel Obi; reviewed and approved by Sophie Tremblay; covers borrowing base methodology, advance rates, availability reserves, field examination frequency discussions
Negotiation Call Summary — October 21, 2022 | Final / Internal | Prepared by Daniel Obi; reviewed and approved by Sophie Tremblay; covers springing FCCR, distribution baskets, change of control, CapEx limitations, investment basket, commodity hedging cap
Negotiation Call Summary — November 10, 2022 | Final / Internal | Prepared by Daniel Obi; reviewed and approved by Sophie Tremblay; covers DACA execution timeline, insurance endorsements, Pryor field exam findings, remaining Credit Agreement open items, closing timeline
Document | Status | Notes
Preliminary Closing Checklist | In Progress (last updated Nov. 10, 2022) | Comprehensive 87-item closing checklist organized by category (credit documents, collateral documents, corporate authorizations, officer's certificates, legal opinions, UCC filings, searches, third-party consents, insurance, title/survey); most items reflected as partially complete or in progress at time of pause
Draft Borrower's Counsel Legal Opinion Outline | Draft / Internal | Outline format only; identifies principal opinion topics (due organization, power and authority, enforceability, no conflicts, no consents, UCC perfection, real property security interests, usury, anti-money laundering compliance); opinion letter itself was not drafted or finalized
Draft Officer's Certificate — Form | Draft / Internal | Form officer's certificate for execution by an authorized officer of GAP at closing; not populated with factual information
Document | Status | Notes
Email — Tremblay to Chisholm (Oct. 10, 2022) | Sent | Transmitted C&H's second markup of the Credit Agreement; proposed dates for second negotiation call; flagged Pryor field examination timing and requested confirmation of scope
Letter — Blackwood to Calloway (Nov. 14, 2022) | Sent | Summarized key remaining open items in the Credit Agreement; provided estimated timeline to closing; noted completion of the Pryor field examination; recommended next steps for document finalization
Email — Blackwood to Vasquez/Calloway (Nov. 22, 2022) | Sent | Confirmed receipt of pause instruction; summarized status of all outstanding drafts and open negotiation points; noted implications of the pause for the HCB commitment timeline and potential expiration of the indicative term sheet
Timekeeper | Role | Rate ($/hr) | Estimated Hours | Estimated Fees
Ian Blackwood | Responsible Partner | $1,150 | 52.0 | $59,800.00
Stephanie Okafor | Billing Partner | $1,075 | 38.0 | $40,850.00
Sophie Tremblay | Lead Associate | $725 | 145.0 | $105,125.00
Daniel Obi | Working Associate | $575 | 73.0 | $42,055.00
Total | 308.0 | $247,830.00
Item | Amount
Total Fees Invoiced | $247,830.00
Total Fees Collected | $198,264.00
Outstanding Balance | $49,566.00
Disbursement Category | Amount
UCC search fees (Iowa, Illinois, Indiana, Delaware) | $1,280.00
Tax lien and judgment search fees (all jurisdictions) | $960.00
Good standing certificate filing fees (Iowa, Delaware, Illinois) | $375.00
Certified copies of organizational documents | $185.00
Online legal research (Northgate Health IT) | $1,118.50
Miscellaneous (courier, copying, conference call charges) | $300.00
Total Disbursements | $4,218.50

MEMORANDUM — CONFIDENTIAL / ATTORNEY WORK PRODUCT

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