1020-00005 · Greenfield Agricultural Partners · Receivership

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CALDERWOOD & HARKNESS LLP Attorneys at Law

225 West Wacker Drive, Suite 4000 Chicago, Illinois 60606

Telephone: (312) 555-7200 Facsimile: (312) 555-7201

January 10, 2023

Via Certified Mail, Return Receipt Requested, and Electronic Mail

Joanna M. Lockridge, Esq. Lockridge Payne LLP 120 South Sixth Street, Suite 1800 Springfield, Illinois 62701

Re: Receivership of Prairie Basin Grain Co. — Circuit Court of Sangamon County, Illinois, Case No. 2022-CH-001247

Claim of Greenfield Agricultural Partners LLC

C&H Matter No. 1020-00005

Dear Ms. Lockridge:

I write in my capacity as Responsible Partner at Calderwood & Harkness LLP on behalf of our client, Greenfield Agricultural Partners LLC ("GAP"), a Delaware limited liability company with its principal place of business located at 1400 Grand Prairie Boulevard, Suite 800, Des Moines, Iowa 50309. The purpose of this letter is to formally notify Gareth J. Whitmore, in his capacity as court-appointed receiver for Prairie Basin Grain Co. ("PBGC"), and your firm, Lockridge Payne LLP, as counsel to the receiver, of GAP's substantial claim against PBGC arising from PBGC's material breach of that certain Master Grain Purchase and Off-Take Agreement dated March 15, 2019, as more fully described below.

We refer to the Order Appointing Receiver entered on December 12, 2022, by the Honorable Circuit Court of Sangamon County, Illinois, in Case No. 2022-CH-001247, which appointed Mr. Whitmore as receiver over the assets, properties, and business operations of PBGC and imposed an automatic stay of all pending and threatened litigation against PBGC. GAP received formal notice of the receivership order and the attendant automatic stay on December 19, 2022. We understand that the receivership proceeding was initiated upon the Verified Petition filed by Heartland Prairie Bank, N.A. on November 28, 2022, in which Heartland Prairie Bank alleged, among other things, that PBGC had defaulted on its obligations under a revolving credit facility and that the appointment of a receiver was necessary to preserve PBGC's assets for the benefit of its creditors.

As set forth in detail below, GAP holds a claim against PBGC in the aggregate amount of approximately $5,664,428.85, inclusive of unpaid principal, accrued contractual interest through December 31, 2022, and attorneys' fees and costs, with interest and additional fees continuing to accrue.

I. BACKGROUND — THE OFF-TAKE AGREEMENT

GAP, as Seller, and PBGC, as Buyer, entered into that certain Master Grain Purchase and Off-Take Agreement dated March 15, 2019 (the "Off-Take Agreement"), a true and correct copy of which, including all exhibits and schedules thereto, is enclosed herewith. The Off-Take Agreement governed a long-term commercial relationship under which GAP agreed to supply, and PBGC agreed to purchase, specified quantities of grain commodities on a forward-contract basis over a five-year term commencing on March 15, 2019 and expiring on March 14, 2024.

Under the terms of the Off-Take Agreement, PBGC committed to purchase from GAP minimum annual quantities of (a) #2 Yellow Corn, in an amount not less than 1,200,000 bushels per contract year, and (b) #1 Yellow Soybeans, in an amount not less than 600,000 bushels per contract year. Delivery was to be made to PBGC's elevator facilities located in Champaign, Macon, and Piatt Counties, Illinois, in accordance with delivery schedules mutually agreed upon by the parties on a quarterly basis, as set forth in Section 4.1 of the Off-Take Agreement.

Pricing under the Off-Take Agreement was determined by reference to the Chicago Board of Trade ("CBOT") nearby futures price for the applicable commodity at the time of delivery, adjusted by a negotiated basis differential established on a quarterly basis in accordance with Exhibit B to the Off-Take Agreement. This pricing mechanism was designed to reflect prevailing market conditions while providing both parties with a degree of commercial certainty over the term of the agreement.

Payment terms under Section 7.1 of the Off-Take Agreement required PBGC to pay GAP the full invoiced amount within thirty (30) days of the date of delivery and acceptance of each shipment at PBGC's designated elevator facility (i.e., "Net 30" terms). Section 7.3 of the Off-Take Agreement further provided that any amounts not paid when due would bear interest at the rate of one and one-half percent (1.5%) per month, equivalent to eighteen percent (18%) per annum, compounded monthly, from the applicable due date until the date of payment in full.

Importantly, Section 12.4 of the Off-Take Agreement contains a prevailing-party attorneys' fees and costs provision, which entitles the prevailing party in any action or proceeding to enforce or interpret the Off-Take Agreement to recover its reasonable attorneys' fees, costs, and disbursements incurred in connection with such action or proceeding.

In addition, as a material inducement to GAP to enter into the Off-Take Agreement, Darren K. Musgrave, President and sole director of PBGC, executed a limited personal guaranty of PBGC's payment obligations under the Off-Take Agreement (the "Musgrave Guaranty"), which was attached to and incorporated into the Off-Take Agreement as Exhibit D. The Musgrave Guaranty is an absolute and unconditional guaranty of payment (not merely of collection) of PBGC's obligations under the Off-Take Agreement, subject to a maximum aggregate liability cap of Two Million Dollars ($2,000,000.00). The Off-Take Agreement and the Musgrave Guaranty are governed by the laws of the State of Illinois.

II. PBGC'S BREACH — UNPAID INVOICES

GAP performed its obligations under the Off-Take Agreement in good faith and in accordance with all applicable terms and conditions. Between the third quarter of 2021 and the first quarter of 2022, GAP made timely deliveries of both #2 Yellow Corn and #1 Yellow Soybeans to PBGC's elevator facilities. Each shipment was accepted by PBGC at the point of delivery without objection as to quality, quantity, or conformity with the specifications set forth in the Off-Take Agreement. GAP issued invoices for each delivery in the ordinary course of business, and PBGC acknowledged receipt of each such invoice without dispute.

Notwithstanding its acceptance of the delivered commodities, PBGC failed and refused to pay the following five invoices, each of which remains outstanding in full and as to which no partial payment of any kind has been received by GAP:

The total unpaid principal across all five invoices is $4,870,050.00. Copies of each of the five invoices identified above are enclosed herewith for the receiver's records and review. As noted, PBGC has not made any partial payment whatsoever on any of these invoices, nor has PBGC at any time disputed the amounts reflected therein or the underlying deliveries to which they relate.

III. PRE-LITIGATION DEMAND AND FORBEARANCE HISTORY

Prior to initiating litigation, GAP and its representatives made extensive efforts to resolve this matter through direct communication with PBGC and its principal, Darren K. Musgrave. The relevant chronology of those efforts is as follows:

January 25, 2022. Caleb Jennings, GAP's Director of Grain Operations, sent a formal written demand to Darren K. Musgrave, in his capacity as President of PBGC, demanding immediate payment of the three invoices then outstanding — namely, Invoice Nos. GAP-2021-3187, GAP-2021-3244, and GAP-2021-3301 — in the aggregate amount of $3,053,250.00. The demand letter was sent via certified mail and electronic mail to PBGC's business address and to Musgrave's personal attention.

February 3, 2022. Mr. Musgrave responded to Mr. Jennings via electronic mail, expressly acknowledging the existence and amount of the outstanding debt. In his response, Musgrave did not dispute the validity of any of the invoices. Rather, Musgrave represented that PBGC was actively negotiating additional financing with Heartland Prairie Bank, N.A. and requested that GAP grant a ninety (90)-day forbearance period to allow PBGC to secure the necessary funds to bring its account current. Musgrave's February 3, 2022 email constitutes an unequivocal acknowledgment of the debt and an admission that the invoiced amounts were properly due and owing.

February 14, 2022. In a good-faith effort to preserve the commercial relationship and to afford PBGC an opportunity to cure its defaults, GAP agreed to a limited forbearance. Specifically, GAP offered a sixty (60)-day forbearance, conditioned upon PBGC making immediate payment of Invoice No. GAP-2021-3187 in the amount of $892,500.00 on or before March 1, 2022. This conditional forbearance was communicated to Musgrave in writing by Mr. Jennings on behalf of GAP.

March 1, 2022. PBGC failed to make the required partial payment of $892,500.00 by the March 1, 2022 deadline. No payment of any amount was received, and no further communication was received from PBGC or Musgrave regarding the status of the anticipated financing or any alternative proposal for curing the defaults.

March 8, 2022. As a direct result of PBGC's failure to satisfy the condition of the forbearance and in light of PBGC's continued non-payment, GAP exercised its rights under Section 8.2 of the Off-Take Agreement (Adequate Assurance of Performance) and suspended all further deliveries of grain to PBGC until such time as adequate assurance of PBGC's future performance was provided. Written notice of the suspension was delivered to PBGC and to Musgrave individually.

April 11, 2022. Calderwood & Harkness LLP, on behalf of GAP, transmitted a formal pre-suit demand letter to both PBGC and Darren K. Musgrave, individually and as guarantor, demanding payment of all five then-outstanding invoices in the aggregate principal amount of $4,870,050.00, together with all accrued contractual interest, within fifteen (15) business days of receipt. The demand letter explicitly placed both PBGC and Musgrave on notice that GAP would pursue all available legal remedies, including litigation, in the event that full payment was not received within the stated demand period. A copy of the April 11, 2022 pre-suit demand letter is enclosed herewith.

May 2, 2022. The fifteen-business-day demand period expired without payment or any substantive response from either PBGC or Musgrave. Neither PBGC nor Musgrave proposed any alternative resolution, disputed the amounts owed, or otherwise communicated with GAP or its counsel during the demand period.

IV. LITIGATION HISTORY — COOK COUNTY ACTION

Having exhausted all reasonable pre-litigation avenues, GAP initiated formal legal proceedings to recover the amounts owed.

May 9, 2022. GAP filed a four-count Verified Complaint in the Circuit Court of Cook County, Illinois, County Department, Law Division, styled Greenfield Agricultural Partners LLC v. Prairie Basin Grain Co. and Darren K. Musgrave, Case No. 2022-L-004831, assigned to the Honorable Patricia Delacroix. The complaint asserted the following causes of action:

Count I — Breach of Contract (Off-Take Agreement) against PBGC. GAP alleged that PBGC materially breached its payment obligations under the Off-Take Agreement by failing to pay the five outstanding invoices in the aggregate principal amount of $4,870,050.00, plus contractual interest accruing at the rate of 1.5% per month (18% per annum) from each invoice's respective due date.

Count II — Breach of Personal Guaranty against Darren K. Musgrave. GAP alleged that Musgrave breached the Musgrave Guaranty by failing to honor his personal guaranty of PBGC's payment obligations, seeking recovery up to the guaranty cap of $2,000,000.00.

Count III — Account Stated against PBGC. GAP alleged that PBGC received, retained, and failed to object to the invoices within a reasonable time, thereby establishing an account stated in the amount of $4,870,050.00.

Count IV — Unjust Enrichment (in the Alternative) against PBGC. In the alternative to its contract claims, GAP alleged that PBGC was unjustly enriched by its receipt and use of grain commodities for which it failed to pay, and that it would be inequitable for PBGC to retain the benefit of those deliveries without compensating GAP.

A copy of the Verified Complaint is enclosed herewith.

May 24, 2022. Service of process was completed on both defendants. PBGC was served through its registered agent, Ridgeline Corporate Services LLC, in accordance with the Illinois Code of Civil Procedure. Darren K. Musgrave was served by personal service at his residence, located at 1188 Windermere Lane, Champaign, Illinois 61822.

June 27, 2022. PBGC and Musgrave, through their then-counsel of record, Bartlett, Reyes Linley CPAs LLP & Harkin LLP, filed a joint Answer and Affirmative Defenses. In their answer, defendants admitted certain foundational allegations, including the existence of the Off-Take Agreement and the Musgrave Guaranty, but denied liability on the merits. Defendants asserted three affirmative defenses: (1) force majeure, alleging that supply chain disruptions and market dislocations rendered performance commercially impracticable; (2) commercial impracticability under Section 2-615 of the Illinois Uniform Commercial Code; and (3) failure to mitigate damages.

August 22, 2022. The Court granted GAP's Motion to Strike the force majeure and commercial impracticability affirmative defenses, finding that defendants failed to plead facts sufficient to sustain either defense and that the contractual force majeure clause, by its plain terms, did not excuse a buyer's payment obligations for goods already delivered and accepted. The Court denied GAP's motion as to the failure-to-mitigate defense, allowing that defense to survive for further development in discovery. Accordingly, the only remaining affirmative defense is the defense of failure to mitigate.

September through October 2022. Fact discovery commenced. GAP served its First Set of Interrogatories, First Request for Production of Documents, and First Request for Admissions on PBGC. Discovery responses were due but had not yet been received from PBGC at the time that subsequent events intervened.

November 4, 2022. Bartlett, Reyes Linley CPAs LLP & Harkin LLP filed a Motion to Withdraw as counsel of record for both PBGC and Musgrave. The motion was supported by an affidavit from the engagement partner at Bartlett, Reyes Linley CPAs LLP & Harkin, who cited, among other grounds, PBGC's and Musgrave's failure to pay legal fees and costs owed to the firm. The motion was heard on November 18, 2022, and was granted by the Court. As of the date of the withdrawal order, neither PBGC nor Musgrave has retained substitute counsel in the Cook County action.

December 12, 2022. The Circuit Court of Sangamon County entered the Order Appointing Receiver in Case No. 2022-CH-001247, which imposed an automatic stay of all pending litigation against PBGC. The Cook County action, Case No. 2022-L-004831, is currently stayed by operation of that order. GAP intends to take all appropriate action regarding the Cook County proceeding, including seeking relief from the automatic stay or otherwise protecting its interests, following the assertion and processing of its claim in the receivership proceeding.

V. GAP'S CLAIM — SUMMARY OF AMOUNTS

GAP's claim against PBGC in the receivership proceeding consists of the following components:

A. Principal. The total unpaid principal under the five invoices identified in Section II above is $4,870,050.00. This amount represents the aggregate face value of the five invoices, each of which has been outstanding without any partial payment since its respective due date.

B. Accrued Contractual Interest

Pursuant to Section 7.3 of the Off-Take Agreement, all amounts not paid when due bear interest at the contractual rate of one and one-half percent (1.5%) per month, equivalent to eighteen percent (18%) per annum. Interest has been calculated from each invoice's respective due date through December 31, 2022, as follows:

A detailed interest calculation spreadsheet is enclosed for the receiver's reference and review.

The total accrued contractual interest through December 31, 2022 is approximately $492,341.00. GAP notes that interest continues to accrue at the contractual rate of 1.5% per month (18% per annum) on all outstanding principal balances after December 31, 2022, and GAP reserves the right to assert such additional interest as part of its claim.

C. Attorneys' Fees and Costs

Section 12.4 of the Off-Take Agreement provides that the prevailing party in any action or proceeding to enforce the Off-Take Agreement shall be entitled to recover its reasonable attorneys' fees, costs, and disbursements. As of January 31, 2023, Calderwood & Harkness LLP has billed the following amounts in connection with the enforcement of GAP's rights under the Off-Take Agreement:

Professional fees (attorneys and paraprofessionals): $287,415.50

Costs and disbursements (including filing fees, service of process fees, court reporter fees, and legal research charges): $14,622.35

Total attorneys' fees and costs: $302,037.85

GAP reserves the right to supplement the attorneys' fees and costs component of its claim to reflect additional fees and costs incurred after January 31, 2023, including fees and costs associated with the receivership proceeding, the preparation and filing of a formal proof of claim, and any further proceedings in the Cook County action.

D. Total Claim

GAP's total claim against PBGC in the receivership is summarized as follows:

This total is exclusive of (a) interest continuing to accrue after December 31, 2022, at the contractual rate of 1.5% per month on all outstanding principal, and (b) any additional attorneys' fees and costs incurred after January 31, 2023, in connection with the receivership proceeding or otherwise. GAP reserves the right to amend and supplement this claim to reflect such additional amounts as they accrue.

VI. CLASSIFICATION OF CLAIM

GAP's claim is asserted as an unsecured trade creditor claim arising from the ordinary commercial sale and delivery of agricultural commodities under the Off-Take Agreement. GAP does not hold a perfected security interest in any of PBGC's assets and does not assert a secured claim in this receivership proceeding.

GAP is aware that PBGC's assets are subject to the prior perfected security interest of Heartland Prairie Bank, N.A., as lender, under that certain Revolving Credit and Term Loan Agreement dated June 1, 2018, between Heartland Prairie Bank, N.A. and PBGC. Notwithstanding the foregoing, GAP expressly reserves all rights to contest the priority, validity, extent, or enforceability of any other creditor's claim, lien, or security interest in PBGC's assets, to the extent permitted by applicable law and the orders of the receivership court. GAP further reserves the right to assert any applicable statutory or common law lien, priority, or right of reclamation that may be available to it under the Illinois Uniform Commercial Code, the Perishable Agricultural Commodities Act, or any other applicable statute or regulation, to the extent that further investigation reveals that such rights are available.

VII. RESERVATION OF RIGHTS — MUSGRAVE GUARANTY

GAP notes that the Musgrave Guaranty, executed by Darren K. Musgrave and attached as Exhibit D to the Off-Take Agreement, constitutes a separate, independent, and personal obligation of Musgrave, distinct from the obligations of PBGC. The Musgrave Guaranty provides that Musgrave personally guarantees PBGC's payment obligations under the Off-Take Agreement up to a maximum aggregate amount of Two Million Dollars ($2,000,000.00).

GAP expressly reserves all of its rights to pursue Darren K. Musgrave individually under the Musgrave Guaranty, which GAP contends is not subject to the automatic stay imposed in the receivership proceeding, as it constitutes a personal obligation of Musgrave and not an obligation of PBGC or its receivership estate. Nothing in this letter, and nothing in GAP's assertion of its claim against PBGC in the receivership proceeding, shall be construed as a waiver, release, limitation, or impairment of GAP's rights, claims, or remedies under the Musgrave Guaranty. GAP intends to pursue its rights under the Musgrave Guaranty separately and independently of the receivership proceeding.

VIII. FORMAL PROOF OF CLAIM

GAP intends to file a formal Proof of Claim in the receivership proceeding before the Circuit Court of Sangamon County, Illinois, Case No. 2022-CH-001247, and will provide complete supporting documentation at that time, including copies of the Off-Take Agreement, the outstanding invoices, the interest calculation, a detailed statement of attorneys' fees and costs, and all other documentation required by the receiver or by order of the court.

In order to ensure that GAP's claim is timely and properly submitted, we respectfully request that the receiver provide the following information at the earliest practicable date:

(a) Whether the receiver has established a formal claims process, and if so, the procedures and requirements for filing proofs of claim;

(b) Any claims bar date that has been set or that the receiver intends to request from the court, including any deadline for the filing of proofs of claim;

(d) Any other requirements or procedures of which GAP should be aware in connection with the assertion and prosecution of its claim.

IX. REQUEST FOR INFORMATION

In addition to the claims-process information requested above, GAP respectfully requests that the receiver, through counsel, provide GAP (through Calderwood & Harkness LLP) with the following information and materials, to the extent available and not otherwise restricted by order of the court or applicable law:

(a) Copies of any receiver's reports, inventories, or accountings that have been filed or are to be filed with the Circuit Court of Sangamon County in connection with the receivership proceeding;

(b) Notice of any hearings, status conferences, or other proceedings scheduled in the receivership case, including any hearings regarding the disposition of PBGC's assets or the approval of a plan of distribution;

(c) A schedule or list of identified creditors of PBGC and their respective claims, to the extent such information has been compiled and is available for disclosure;

(d) Information regarding the receiver's plan, if any, for the disposition, sale, or liquidation of PBGC's assets, including any proposed timeline for such disposition;

(e) Notice of any proposed or actual distributions to creditors of PBGC; and

(f) Information regarding the current status of PBGC's business operations, if any, and the measures being taken by the receiver to preserve and protect PBGC's assets pending resolution of the receivership.

GAP requests that it be placed on any service list, notice list, or mailing list maintained by the receiver or receiver's counsel for the purpose of receiving notices, filings, and other communications in the receivership proceeding. All such notices and communications should be directed to the undersigned at the address set forth below.

X. RESERVATION OF RIGHTS

GAP expressly reserves all rights, claims, and remedies available to it under the Off-Take Agreement, the Musgrave Guaranty, the Illinois Uniform Commercial Code, the common law, equity, and any other applicable statute, regulation, or legal authority. Without limiting the generality of the foregoing, GAP specifically reserves:

(a) The right to pursue its claims against PBGC and Musgrave in any forum of competent jurisdiction, including the Cook County action (Case No. 2022-L-004831), to the extent permitted by the receivership order or upon the lifting or modification of the automatic stay;

(b) The right to seek relief from the automatic stay imposed by the receivership order, to the extent necessary or appropriate to protect GAP's interests;

(c) The right to amend, supplement, or modify its claim in the receivership proceeding to reflect additional interest, attorneys' fees, costs, and any other amounts that may accrue or become due after the date of this letter;

(d) The right to object to any proposed plan of distribution, sale of assets, or other action by the receiver that may adversely affect GAP's interests or the value of its claim;

(e) The right to contest the priority, validity, or extent of any other creditor's claim, lien, or security interest;

(f) The right to assert any and all defenses, counterclaims, or setoffs to which GAP may be entitled; and

(g) All other rights and remedies available to GAP at law or in equity.

Nothing in this letter shall be construed as a waiver, release, relinquishment, or limitation of any of GAP's rights, claims, or remedies, whether arising under contract, statute, common law, or equity. This letter is not intended to be, and shall not be deemed, an election of remedies. GAP's assertion of its claim in the receivership proceeding is without prejudice to any and all other rights and remedies available to GAP.

XI. ENCLOSURES

For the receiver's reference and review, the following documents are enclosed with this letter:

1. Copy of the Master Grain Purchase and Off-Take Agreement dated March 15, 2019, by and between Greenfield Agricultural Partners LLC and Prairie Basin Grain Co., including all exhibits and schedules thereto (including Exhibit D — Limited Personal Guaranty of Darren K. Musgrave);

2. Copies of the five (5) unpaid invoices: Invoice Nos. GAP-2021-3187, GAP-2021-3244, GAP-2021-3301, GAP-2021-3358, and GAP-2022-0042;

3. Copy of the formal pre-suit demand letter dated April 11, 2022, from Calderwood & Harkness LLP to Prairie Basin Grain Co. and Darren K. Musgrave;

4. Interest calculation spreadsheet showing accrued contractual interest on each outstanding invoice through December 31, 2022; and

5. Copy of the Verified Complaint filed May 9, 2022, in the Circuit Court of Cook County, Illinois, County Department, Law Division, Case No. 2022-L-004831 (Greenfield Agricultural Partners LLC v. Prairie Basin Grain Co. et al.).

GAP reserves the right to submit additional documentation in support of its claim at the time it files its formal Proof of Claim or at any subsequent time as may be required or permitted by the receiver or by order of the court.

XII. CONTACT INFORMATION AND CLOSING

All communications regarding this matter, including any notices, correspondence, filings, or other materials relating to the receivership proceeding or GAP's claim, should be directed to the undersigned at the following address:

Francesca Morano, Partner Calderwood & Harkness LLP 225 West Wacker Drive, Suite 4000 Chicago, Illinois 60606 Telephone: (312) 555-7218

Email: fmorano@calderwoodharkness.com

Reference: C&H Matter No. 1020-00005

We thank you for your prompt attention to this matter and for your courtesy in facilitating the assertion and processing of GAP's claim. We respectfully request written acknowledgment of your receipt of this letter and the enclosed materials at your earliest convenience, directed to the undersigned at the address set forth above.

We look forward to receiving the requested information regarding the receiver's claims process and to working cooperatively with the receiver and receiver's counsel to ensure the orderly and equitable administration of the receivership estate. Please do not hesitate to contact me directly should you have any questions or wish to discuss any aspect of this matter.

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Francesca Morano Partner

cc: (via electronic mail)

Thomas R. Greenfield, Chairman and CEO, Greenfield Agricultural Partners LLC

Margaret A. Greenfield-Wu, President and COO, Greenfield Agricultural Partners LLC

Caleb Jennings, Director of Grain Operations, Greenfield Agricultural Partners LLC

Samuel Eklund, Partner, Calderwood & Harkness LLP

Hannah Brinkley, Associate, Calderwood & Harkness LLP

Enclosures:

1. Master Grain Purchase and Off-Take Agreement dated March 15, 2019 (with all Exhibits, including Exhibit D — Musgrave Guaranty)

2. Unpaid Invoices (GAP-2021-3187, GAP-2021-3244, GAP-2021-3301, GAP-2021-3358, GAP-2022-0042)

3. Pre-Suit Demand Letter dated April 11, 2022

4. Interest Calculation Spreadsheet (through December 31, 2022)

5. Verified Complaint, Case No. 2022-L-004831 (Cook County, Illinois)

Invoice No.	Invoice Date	Commodity	Bushels	Amount	Due Date
GAP-2021-3187	September 28, 2021	#2 Yellow Corn	150,000	$892,500.00	October 28, 2021
GAP-2021-3244	October 15, 2021	#1 Yellow Soybeans	75,000	$936,750.00	November 14, 2021
GAP-2021-3301	November 12, 2021	#2 Yellow Corn	200,000	$1,224,000.00	December 12, 2021
GAP-2021-3358	December 8, 2021	#2 Yellow Corn	120,000	$741,600.00	January 7, 2022
GAP-2022-0042	January 19, 2022	#1 Yellow Soybeans	80,000	$1,075,200.00	February 18, 2022
Invoice No.	Due Date	Principal	Months Accrued	Accrued Interest
GAP-2021-3187	October 28, 2021	$892,500.00	~14.1 months	$188,864.00
GAP-2021-3244	November 14, 2021	$936,750.00	~13.6 months	$190,897.00
GAP-2021-3301	December 12, 2021	$1,224,000.00	~12.6 months	$231,336.00
GAP-2021-3358	January 7, 2022	$741,600.00	~11.8 months	$131,191.00
GAP-2022-0042	February 18, 2022	$1,075,200.00	~10.4 months	$167,731.00
Total:	$909,919.00
Component	Amount
Unpaid Principal	$4,870,050.00
Accrued Contractual Interest (through 12/31/2022)	$492,341.00 (approx.)
Attorneys' Fees and Costs (through 1/31/2023)	$302,037.85
Total Claim	$5,664,428.85 (approx.)

CALDERWOOD & HARKNESS LLP Attorneys at Law
225 West Wacker Drive, Suite 4000 Chicago, Illinois 60606
Telephone: (312) 555-7200 Facsimile: (312) 555-7201
January 10, 2023
Via Certified Mail, Return Receipt Requested, and Electronic Mail
Joanna M. Lockridge, Esq. Lockridge Payne LLP 120 South Sixth Street, Suite 1800 Springfield, Illinois 62701
Re: Receivership of Prairie Basin Grain Co. — Circuit Court of Sangamon County, Illinois, Case No. 2022-CH-001247
Claim of Greenfield Agricultural Partners LLC
C&H Matter No. 1020-00005
Dear Ms. Lockridge:
I write in my capacity as Responsible Partner at Calderwood & Harkness LLP on behalf of our client, Greenfield Agricultural Partners LLC ("GAP"), a Delaware limited liability company with its principal place of business located at 1400 Grand Prairie Boulevard, Suite 800, Des Moines, Iowa 50309. The purpose of this letter is to formally notify Gareth J. Whitmore, in his capacity as court-appointed receiver for Prairie Basin Grain Co. ("PBGC"), and your firm, Lockridge Payne LLP, as counsel to the receiver, of GAP's substantial claim against PBGC arising from PBGC's material breach of that certain Master Grain Purchase and Off-Take Agreement dated March 15, 2019, as more fully described below.
We refer to the Order Appointing Receiver entered on December 12, 2022, by the Honorable Circuit Court of Sangamon County, Illinois, in Case No. 2022-CH-001247, which appointed Mr. Whitmore as receiver over the assets, properties, and business operations of PBGC and imposed an automatic stay of all pending and threatened litigation against PBGC. GAP received formal notice of the receivership order and the attendant automatic stay on December 19, 2022. We understand that the receivership proceeding was initiated upon the Verified Petition filed by Heartland Prairie Bank, N.A. on November 28, 2022, in which Heartland Prairie Bank alleged, among other things, that PBGC had defaulted on its obligations under a revolving credit facility and that the appointment of a receiver was necessary to preserve PBGC's assets for the benefit of its creditors.
As set forth in detail below, GAP holds a claim against PBGC in the aggregate amount of approximately $5,664,428.85, inclusive of unpaid principal, accrued contractual interest through December 31, 2022, and attorneys' fees and costs, with interest and additional fees continuing to accrue.
I. BACKGROUND — THE OFF-TAKE AGREEMENT
GAP, as Seller, and PBGC, as Buyer, entered into that certain Master Grain Purchase and Off-Take Agreement dated March 15, 2019 (the "Off-Take Agreement"), a true and correct copy of which, including all exhibits and schedules thereto, is enclosed herewith. The Off-Take Agreement governed a long-term commercial relationship under which GAP agreed to supply, and PBGC agreed to purchase, specified quantities of grain commodities on a forward-contract basis over a five-year term commencing on March 15, 2019 and expiring on March 14, 2024.
Under the terms of the Off-Take Agreement, PBGC committed to purchase from GAP minimum annual quantities of (a) #2 Yellow Corn, in an amount not less than 1,200,000 bushels per contract year, and (b) #1 Yellow Soybeans, in an amount not less than 600,000 bushels per contract year. Delivery was to be made to PBGC's elevator facilities located in Champaign, Macon, and Piatt Counties, Illinois, in accordance with delivery schedules mutually agreed upon by the parties on a quarterly basis, as set forth in Section 4.1 of the Off-Take Agreement.
Pricing under the Off-Take Agreement was determined by reference to the Chicago Board of Trade ("CBOT") nearby futures price for the applicable commodity at the time of delivery, adjusted by a negotiated basis differential established on a quarterly basis in accordance with Exhibit B to the Off-Take Agreement. This pricing mechanism was designed to reflect prevailing market conditions while providing both parties with a degree of commercial certainty over the term of the agreement.
Payment terms under Section 7.1 of the Off-Take Agreement required PBGC to pay GAP the full invoiced amount within thirty (30) days of the date of delivery and acceptance of each shipment at PBGC's designated elevator facility (i.e., "Net 30" terms). Section 7.3 of the Off-Take Agreement further provided that any amounts not paid when due would bear interest at the rate of one and one-half percent (1.5%) per month, equivalent to eighteen percent (18%) per annum, compounded monthly, from the applicable due date until the date of payment in full.
Importantly, Section 12.4 of the Off-Take Agreement contains a prevailing-party attorneys' fees and costs provision, which entitles the prevailing party in any action or proceeding to enforce or interpret the Off-Take Agreement to recover its reasonable attorneys' fees, costs, and disbursements incurred in connection with such action or proceeding.
In addition, as a material inducement to GAP to enter into the Off-Take Agreement, Darren K. Musgrave, President and sole director of PBGC, executed a limited personal guaranty of PBGC's payment obligations under the Off-Take Agreement (the "Musgrave Guaranty"), which was attached to and incorporated into the Off-Take Agreement as Exhibit D. The Musgrave Guaranty is an absolute and unconditional guaranty of payment (not merely of collection) of PBGC's obligations under the Off-Take Agreement, subject to a maximum aggregate liability cap of Two Million Dollars ($2,000,000.00). The Off-Take Agreement and the Musgrave Guaranty are governed by the laws of the State of Illinois.
II. PBGC'S BREACH — UNPAID INVOICES
GAP performed its obligations under the Off-Take Agreement in good faith and in accordance with all applicable terms and conditions. Between the third quarter of 2021 and the first quarter of 2022, GAP made timely deliveries of both #2 Yellow Corn and #1 Yellow Soybeans to PBGC's elevator facilities. Each shipment was accepted by PBGC at the point of delivery without objection as to quality, quantity, or conformity with the specifications set forth in the Off-Take Agreement. GAP issued invoices for each delivery in the ordinary course of business, and PBGC acknowledged receipt of each such invoice without dispute.
Notwithstanding its acceptance of the delivered commodities, PBGC failed and refused to pay the following five invoices, each of which remains outstanding in full and as to which no partial payment of any kind has been received by GAP:
The total unpaid principal across all five invoices is $4,870,050.00. Copies of each of the five invoices identified above are enclosed herewith for the receiver's records and review. As noted, PBGC has not made any partial payment whatsoever on any of these invoices, nor has PBGC at any time disputed the amounts reflected therein or the underlying deliveries to which they relate.
III. PRE-LITIGATION DEMAND AND FORBEARANCE HISTORY
Prior to initiating litigation, GAP and its representatives made extensive efforts to resolve this matter through direct communication with PBGC and its principal, Darren K. Musgrave. The relevant chronology of those efforts is as follows:
January 25, 2022. Caleb Jennings, GAP's Director of Grain Operations, sent a formal written demand to Darren K. Musgrave, in his capacity as President of PBGC, demanding immediate payment of the three invoices then outstanding — namely, Invoice Nos. GAP-2021-3187, GAP-2021-3244, and GAP-2021-3301 — in the aggregate amount of $3,053,250.00. The demand letter was sent via certified mail and electronic mail to PBGC's business address and to Musgrave's personal attention.
February 3, 2022. Mr. Musgrave responded to Mr. Jennings via electronic mail, expressly acknowledging the existence and amount of the outstanding debt. In his response, Musgrave did not dispute the validity of any of the invoices. Rather, Musgrave represented that PBGC was actively negotiating additional financing with Heartland Prairie Bank, N.A. and requested that GAP grant a ninety (90)-day forbearance period to allow PBGC to secure the necessary funds to bring its account current. Musgrave's February 3, 2022 email constitutes an unequivocal acknowledgment of the debt and an admission that the invoiced amounts were properly due and owing.
February 14, 2022. In a good-faith effort to preserve the commercial relationship and to afford PBGC an opportunity to cure its defaults, GAP agreed to a limited forbearance. Specifically, GAP offered a sixty (60)-day forbearance, conditioned upon PBGC making immediate payment of Invoice No. GAP-2021-3187 in the amount of $892,500.00 on or before March 1, 2022. This conditional forbearance was communicated to Musgrave in writing by Mr. Jennings on behalf of GAP.
March 1, 2022. PBGC failed to make the required partial payment of $892,500.00 by the March 1, 2022 deadline. No payment of any amount was received, and no further communication was received from PBGC or Musgrave regarding the status of the anticipated financing or any alternative proposal for curing the defaults.
March 8, 2022. As a direct result of PBGC's failure to satisfy the condition of the forbearance and in light of PBGC's continued non-payment, GAP exercised its rights under Section 8.2 of the Off-Take Agreement (Adequate Assurance of Performance) and suspended all further deliveries of grain to PBGC until such time as adequate assurance of PBGC's future performance was provided. Written notice of the suspension was delivered to PBGC and to Musgrave individually.
April 11, 2022. Calderwood & Harkness LLP, on behalf of GAP, transmitted a formal pre-suit demand letter to both PBGC and Darren K. Musgrave, individually and as guarantor, demanding payment of all five then-outstanding invoices in the aggregate principal amount of $4,870,050.00, together with all accrued contractual interest, within fifteen (15) business days of receipt. The demand letter explicitly placed both PBGC and Musgrave on notice that GAP would pursue all available legal remedies, including litigation, in the event that full payment was not received within the stated demand period. A copy of the April 11, 2022 pre-suit demand letter is enclosed herewith.
May 2, 2022. The fifteen-business-day demand period expired without payment or any substantive response from either PBGC or Musgrave. Neither PBGC nor Musgrave proposed any alternative resolution, disputed the amounts owed, or otherwise communicated with GAP or its counsel during the demand period.
IV. LITIGATION HISTORY — COOK COUNTY ACTION
Having exhausted all reasonable pre-litigation avenues, GAP initiated formal legal proceedings to recover the amounts owed.
May 9, 2022. GAP filed a four-count Verified Complaint in the Circuit Court of Cook County, Illinois, County Department, Law Division, styled Greenfield Agricultural Partners LLC v. Prairie Basin Grain Co. and Darren K. Musgrave, Case No. 2022-L-004831, assigned to the Honorable Patricia Delacroix. The complaint asserted the following causes of action:
Count I — Breach of Contract (Off-Take Agreement) against PBGC. GAP alleged that PBGC materially breached its payment obligations under the Off-Take Agreement by failing to pay the five outstanding invoices in the aggregate principal amount of $4,870,050.00, plus contractual interest accruing at the rate of 1.5% per month (18% per annum) from each invoice's respective due date.
Count II — Breach of Personal Guaranty against Darren K. Musgrave. GAP alleged that Musgrave breached the Musgrave Guaranty by failing to honor his personal guaranty of PBGC's payment obligations, seeking recovery up to the guaranty cap of $2,000,000.00.
Count III — Account Stated against PBGC. GAP alleged that PBGC received, retained, and failed to object to the invoices within a reasonable time, thereby establishing an account stated in the amount of $4,870,050.00.
Count IV — Unjust Enrichment (in the Alternative) against PBGC. In the alternative to its contract claims, GAP alleged that PBGC was unjustly enriched by its receipt and use of grain commodities for which it failed to pay, and that it would be inequitable for PBGC to retain the benefit of those deliveries without compensating GAP.
A copy of the Verified Complaint is enclosed herewith.
May 24, 2022. Service of process was completed on both defendants. PBGC was served through its registered agent, Ridgeline Corporate Services LLC, in accordance with the Illinois Code of Civil Procedure. Darren K. Musgrave was served by personal service at his residence, located at 1188 Windermere Lane, Champaign, Illinois 61822.
June 27, 2022. PBGC and Musgrave, through their then-counsel of record, Bartlett, Reyes Linley CPAs LLP & Harkin LLP, filed a joint Answer and Affirmative Defenses. In their answer, defendants admitted certain foundational allegations, including the existence of the Off-Take Agreement and the Musgrave Guaranty, but denied liability on the merits. Defendants asserted three affirmative defenses: (1) force majeure, alleging that supply chain disruptions and market dislocations rendered performance commercially impracticable; (2) commercial impracticability under Section 2-615 of the Illinois Uniform Commercial Code; and (3) failure to mitigate damages.
August 22, 2022. The Court granted GAP's Motion to Strike the force majeure and commercial impracticability affirmative defenses, finding that defendants failed to plead facts sufficient to sustain either defense and that the contractual force majeure clause, by its plain terms, did not excuse a buyer's payment obligations for goods already delivered and accepted. The Court denied GAP's motion as to the failure-to-mitigate defense, allowing that defense to survive for further development in discovery. Accordingly, the only remaining affirmative defense is the defense of failure to mitigate.
September through October 2022. Fact discovery commenced. GAP served its First Set of Interrogatories, First Request for Production of Documents, and First Request for Admissions on PBGC. Discovery responses were due but had not yet been received from PBGC at the time that subsequent events intervened.
November 4, 2022. Bartlett, Reyes Linley CPAs LLP & Harkin LLP filed a Motion to Withdraw as counsel of record for both PBGC and Musgrave. The motion was supported by an affidavit from the engagement partner at Bartlett, Reyes Linley CPAs LLP & Harkin, who cited, among other grounds, PBGC's and Musgrave's failure to pay legal fees and costs owed to the firm. The motion was heard on November 18, 2022, and was granted by the Court. As of the date of the withdrawal order, neither PBGC nor Musgrave has retained substitute counsel in the Cook County action.
December 12, 2022. The Circuit Court of Sangamon County entered the Order Appointing Receiver in Case No. 2022-CH-001247, which imposed an automatic stay of all pending litigation against PBGC. The Cook County action, Case No. 2022-L-004831, is currently stayed by operation of that order. GAP intends to take all appropriate action regarding the Cook County proceeding, including seeking relief from the automatic stay or otherwise protecting its interests, following the assertion and processing of its claim in the receivership proceeding.
V. GAP'S CLAIM — SUMMARY OF AMOUNTS
GAP's claim against PBGC in the receivership proceeding consists of the following components:
A. Principal. The total unpaid principal under the five invoices identified in Section II above is $4,870,050.00. This amount represents the aggregate face value of the five invoices, each of which has been outstanding without any partial payment since its respective due date.
B. Accrued Contractual Interest
Pursuant to Section 7.3 of the Off-Take Agreement, all amounts not paid when due bear interest at the contractual rate of one and one-half percent (1.5%) per month, equivalent to eighteen percent (18%) per annum. Interest has been calculated from each invoice's respective due date through December 31, 2022, as follows:
A detailed interest calculation spreadsheet is enclosed for the receiver's reference and review.
The total accrued contractual interest through December 31, 2022 is approximately $492,341.00. GAP notes that interest continues to accrue at the contractual rate of 1.5% per month (18% per annum) on all outstanding principal balances after December 31, 2022, and GAP reserves the right to assert such additional interest as part of its claim.
C. Attorneys' Fees and Costs
Section 12.4 of the Off-Take Agreement provides that the prevailing party in any action or proceeding to enforce the Off-Take Agreement shall be entitled to recover its reasonable attorneys' fees, costs, and disbursements. As of January 31, 2023, Calderwood & Harkness LLP has billed the following amounts in connection with the enforcement of GAP's rights under the Off-Take Agreement:
Professional fees (attorneys and paraprofessionals): $287,415.50
Costs and disbursements (including filing fees, service of process fees, court reporter fees, and legal research charges): $14,622.35
Total attorneys' fees and costs: $302,037.85
GAP reserves the right to supplement the attorneys' fees and costs component of its claim to reflect additional fees and costs incurred after January 31, 2023, including fees and costs associated with the receivership proceeding, the preparation and filing of a formal proof of claim, and any further proceedings in the Cook County action.
D. Total Claim
GAP's total claim against PBGC in the receivership is summarized as follows:
This total is exclusive of (a) interest continuing to accrue after December 31, 2022, at the contractual rate of 1.5% per month on all outstanding principal, and (b) any additional attorneys' fees and costs incurred after January 31, 2023, in connection with the receivership proceeding or otherwise. GAP reserves the right to amend and supplement this claim to reflect such additional amounts as they accrue.
VI. CLASSIFICATION OF CLAIM
GAP's claim is asserted as an unsecured trade creditor claim arising from the ordinary commercial sale and delivery of agricultural commodities under the Off-Take Agreement. GAP does not hold a perfected security interest in any of PBGC's assets and does not assert a secured claim in this receivership proceeding.
GAP is aware that PBGC's assets are subject to the prior perfected security interest of Heartland Prairie Bank, N.A., as lender, under that certain Revolving Credit and Term Loan Agreement dated June 1, 2018, between Heartland Prairie Bank, N.A. and PBGC. Notwithstanding the foregoing, GAP expressly reserves all rights to contest the priority, validity, extent, or enforceability of any other creditor's claim, lien, or security interest in PBGC's assets, to the extent permitted by applicable law and the orders of the receivership court. GAP further reserves the right to assert any applicable statutory or common law lien, priority, or right of reclamation that may be available to it under the Illinois Uniform Commercial Code, the Perishable Agricultural Commodities Act, or any other applicable statute or regulation, to the extent that further investigation reveals that such rights are available.
VII. RESERVATION OF RIGHTS — MUSGRAVE GUARANTY
GAP notes that the Musgrave Guaranty, executed by Darren K. Musgrave and attached as Exhibit D to the Off-Take Agreement, constitutes a separate, independent, and personal obligation of Musgrave, distinct from the obligations of PBGC. The Musgrave Guaranty provides that Musgrave personally guarantees PBGC's payment obligations under the Off-Take Agreement up to a maximum aggregate amount of Two Million Dollars ($2,000,000.00).
GAP expressly reserves all of its rights to pursue Darren K. Musgrave individually under the Musgrave Guaranty, which GAP contends is not subject to the automatic stay imposed in the receivership proceeding, as it constitutes a personal obligation of Musgrave and not an obligation of PBGC or its receivership estate. Nothing in this letter, and nothing in GAP's assertion of its claim against PBGC in the receivership proceeding, shall be construed as a waiver, release, limitation, or impairment of GAP's rights, claims, or remedies under the Musgrave Guaranty. GAP intends to pursue its rights under the Musgrave Guaranty separately and independently of the receivership proceeding.
VIII. FORMAL PROOF OF CLAIM
GAP intends to file a formal Proof of Claim in the receivership proceeding before the Circuit Court of Sangamon County, Illinois, Case No. 2022-CH-001247, and will provide complete supporting documentation at that time, including copies of the Off-Take Agreement, the outstanding invoices, the interest calculation, a detailed statement of attorneys' fees and costs, and all other documentation required by the receiver or by order of the court.
In order to ensure that GAP's claim is timely and properly submitted, we respectfully request that the receiver provide the following information at the earliest practicable date:
(a) Whether the receiver has established a formal claims process, and if so, the procedures and requirements for filing proofs of claim;
(b) Any claims bar date that has been set or that the receiver intends to request from the court, including any deadline for the filing of proofs of claim;
(c) Any specific forms or templates required for the submission of a proof of claim; and
(d) Any other requirements or procedures of which GAP should be aware in connection with the assertion and prosecution of its claim.
IX. REQUEST FOR INFORMATION
In addition to the claims-process information requested above, GAP respectfully requests that the receiver, through counsel, provide GAP (through Calderwood & Harkness LLP) with the following information and materials, to the extent available and not otherwise restricted by order of the court or applicable law:
(a) Copies of any receiver's reports, inventories, or accountings that have been filed or are to be filed with the Circuit Court of Sangamon County in connection with the receivership proceeding;
(b) Notice of any hearings, status conferences, or other proceedings scheduled in the receivership case, including any hearings regarding the disposition of PBGC's assets or the approval of a plan of distribution;
(c) A schedule or list of identified creditors of PBGC and their respective claims, to the extent such information has been compiled and is available for disclosure;
(d) Information regarding the receiver's plan, if any, for the disposition, sale, or liquidation of PBGC's assets, including any proposed timeline for such disposition;
(e) Notice of any proposed or actual distributions to creditors of PBGC; and
(f) Information regarding the current status of PBGC's business operations, if any, and the measures being taken by the receiver to preserve and protect PBGC's assets pending resolution of the receivership.
GAP requests that it be placed on any service list, notice list, or mailing list maintained by the receiver or receiver's counsel for the purpose of receiving notices, filings, and other communications in the receivership proceeding. All such notices and communications should be directed to the undersigned at the address set forth below.
X. RESERVATION OF RIGHTS
GAP expressly reserves all rights, claims, and remedies available to it under the Off-Take Agreement, the Musgrave Guaranty, the Illinois Uniform Commercial Code, the common law, equity, and any other applicable statute, regulation, or legal authority. Without limiting the generality of the foregoing, GAP specifically reserves:
(a) The right to pursue its claims against PBGC and Musgrave in any forum of competent jurisdiction, including the Cook County action (Case No. 2022-L-004831), to the extent permitted by the receivership order or upon the lifting or modification of the automatic stay;
(b) The right to seek relief from the automatic stay imposed by the receivership order, to the extent necessary or appropriate to protect GAP's interests;
(c) The right to amend, supplement, or modify its claim in the receivership proceeding to reflect additional interest, attorneys' fees, costs, and any other amounts that may accrue or become due after the date of this letter;
(d) The right to object to any proposed plan of distribution, sale of assets, or other action by the receiver that may adversely affect GAP's interests or the value of its claim;
(e) The right to contest the priority, validity, or extent of any other creditor's claim, lien, or security interest;
(f) The right to assert any and all defenses, counterclaims, or setoffs to which GAP may be entitled; and
(g) All other rights and remedies available to GAP at law or in equity.
Nothing in this letter shall be construed as a waiver, release, relinquishment, or limitation of any of GAP's rights, claims, or remedies, whether arising under contract, statute, common law, or equity. This letter is not intended to be, and shall not be deemed, an election of remedies. GAP's assertion of its claim in the receivership proceeding is without prejudice to any and all other rights and remedies available to GAP.
XI. ENCLOSURES
For the receiver's reference and review, the following documents are enclosed with this letter:
1. Copy of the Master Grain Purchase and Off-Take Agreement dated March 15, 2019, by and between Greenfield Agricultural Partners LLC and Prairie Basin Grain Co., including all exhibits and schedules thereto (including Exhibit D — Limited Personal Guaranty of Darren K. Musgrave);
2. Copies of the five (5) unpaid invoices: Invoice Nos. GAP-2021-3187, GAP-2021-3244, GAP-2021-3301, GAP-2021-3358, and GAP-2022-0042;
3. Copy of the formal pre-suit demand letter dated April 11, 2022, from Calderwood & Harkness LLP to Prairie Basin Grain Co. and Darren K. Musgrave;
4. Interest calculation spreadsheet showing accrued contractual interest on each outstanding invoice through December 31, 2022; and
5. Copy of the Verified Complaint filed May 9, 2022, in the Circuit Court of Cook County, Illinois, County Department, Law Division, Case No. 2022-L-004831 (Greenfield Agricultural Partners LLC v. Prairie Basin Grain Co. et al.).
GAP reserves the right to submit additional documentation in support of its claim at the time it files its formal Proof of Claim or at any subsequent time as may be required or permitted by the receiver or by order of the court.
XII. CONTACT INFORMATION AND CLOSING
All communications regarding this matter, including any notices, correspondence, filings, or other materials relating to the receivership proceeding or GAP's claim, should be directed to the undersigned at the following address:
Francesca Morano, Partner Calderwood & Harkness LLP 225 West Wacker Drive, Suite 4000 Chicago, Illinois 60606 Telephone: (312) 555-7218
Email: fmorano@calderwoodharkness.com
Reference: C&H Matter No. 1020-00005
We thank you for your prompt attention to this matter and for your courtesy in facilitating the assertion and processing of GAP's claim. We respectfully request written acknowledgment of your receipt of this letter and the enclosed materials at your earliest convenience, directed to the undersigned at the address set forth above.
We look forward to receiving the requested information regarding the receiver's claims process and to working cooperatively with the receiver and receiver's counsel to ensure the orderly and equitable administration of the receivership estate. Please do not hesitate to contact me directly should you have any questions or wish to discuss any aspect of this matter.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Francesca Morano Partner
cc: (via electronic mail)
Thomas R. Greenfield, Chairman and CEO, Greenfield Agricultural Partners LLC
Margaret A. Greenfield-Wu, President and COO, Greenfield Agricultural Partners LLC
Caleb Jennings, Director of Grain Operations, Greenfield Agricultural Partners LLC
Samuel Eklund, Partner, Calderwood & Harkness LLP
Hannah Brinkley, Associate, Calderwood & Harkness LLP
Enclosures:
1. Master Grain Purchase and Off-Take Agreement dated March 15, 2019 (with all Exhibits, including Exhibit D — Musgrave Guaranty)
2. Unpaid Invoices (GAP-2021-3187, GAP-2021-3244, GAP-2021-3301, GAP-2021-3358, GAP-2022-0042)
3. Pre-Suit Demand Letter dated April 11, 2022
4. Interest Calculation Spreadsheet (through December 31, 2022)
5. Verified Complaint, Case No. 2022-L-004831 (Cook County, Illinois)
Invoice No. | Invoice Date | Commodity | Bushels | Amount | Due Date
GAP-2021-3187 | September 28, 2021 | #2 Yellow Corn | 150,000 | $892,500.00 | October 28, 2021
GAP-2021-3244 | October 15, 2021 | #1 Yellow Soybeans | 75,000 | $936,750.00 | November 14, 2021
GAP-2021-3301 | November 12, 2021 | #2 Yellow Corn | 200,000 | $1,224,000.00 | December 12, 2021
GAP-2021-3358 | December 8, 2021 | #2 Yellow Corn | 120,000 | $741,600.00 | January 7, 2022
GAP-2022-0042 | January 19, 2022 | #1 Yellow Soybeans | 80,000 | $1,075,200.00 | February 18, 2022
Invoice No. | Due Date | Principal | Months Accrued | Accrued Interest
GAP-2021-3187 | October 28, 2021 | $892,500.00 | ~14.1 months | $188,864.00
GAP-2021-3244 | November 14, 2021 | $936,750.00 | ~13.6 months | $190,897.00
GAP-2021-3301 | December 12, 2021 | $1,224,000.00 | ~12.6 months | $231,336.00
GAP-2021-3358 | January 7, 2022 | $741,600.00 | ~11.8 months | $131,191.00
GAP-2022-0042 | February 18, 2022 | $1,075,200.00 | ~10.4 months | $167,731.00
Total: | $909,919.00
Component | Amount
Unpaid Principal | $4,870,050.00
Accrued Contractual Interest (through 12/31/2022) | $492,341.00 (approx.)
Attorneys' Fees and Costs (through 1/31/2023) | $302,037.85
Total Claim | $5,664,428.85 (approx.)

CALDERWOOD & HARKNESS LLP Attorneys at Law

III. PRE-LITIGATION DEMAND AND FORBEARANCE HISTORY

VI. CLASSIFICATION OF CLAIM

VIII. FORMAL PROOF OF CLAIM

IX. REQUEST FOR INFORMATION

X. RESERVATION OF RIGHTS

XI. ENCLOSURES

XII. CONTACT INFORMATION AND CLOSING

CALDERWOOD & HARKNESS LLP

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