EXHIBIT LIST AND SUPPORTING DOCUMENTS IN SUPPORT OF PROOF OF CLAIM OF GREENFIELD AGRICULTURAL PARTNERS LLC
IN THE CIRCUIT COURT OF SANGAMON COUNTY, ILLINOIS
IN THE MATTER OF THE RECEIVERSHIP OF PRAIRIE BASIN GRAIN CO., an Illinois corporation,
Case No. 2022-CH-001247
Receiver: Gareth J. Whitmore, CPA, CIRA Whitmore Strauss Advisory LLC
Claimant: Greenfield Agricultural Partners LLC
Prepared by: Diane K. Velasquez Senior Litigation Paralegal Calderwood & Harkness LLP 225 West Wacker Drive, Suite 4000 Chicago, Illinois 60606
Date Prepared: January 30, 2023
C&H Matter No.: 1020-00005
INTRODUCTORY STATEMENT
The following Exhibits are submitted in support of the Proof of Claim (the "Proof of Claim") filed by Greenfield Agricultural Partners LLC ("GAP"), a Delaware limited liability company with its principal office at 1400 Grand Prairie Boulevard, Suite 800, Des Moines, Iowa 50309, against Prairie Basin Grain Co. ("PBGC"), an Illinois corporation with its principal office at 4520 Harvest Road, Champaign, Illinois 61820, in connection with the above-captioned receivership proceeding.
The Proof of Claim asserts a total unsecured claim in the approximate amount of $5,664,428.85, comprising: (i) $4,870,050.00 in unpaid principal on five outstanding invoices for grain delivered and accepted under the parties' Master Grain Purchase and Off-Take Agreement dated March 15, 2019; (ii) approximately $492,341.00 in accrued contractual interest at the rate of 1.5% per month (18% per annum) calculated from each invoice's respective due date through December 31, 2022, pursuant to Section 7.3 of the Off-Take Agreement; and (iii) $302,037.85 in attorneys' fees and costs incurred through January 31, 2023, recoverable under the prevailing-party provision set forth in Section 12.4 of the Off-Take Agreement.
Each of the Exhibits listed below is a true and correct copy of the original document maintained in the ordinary course of business in the files of GAP or in the files of Calderwood & Harkness LLP, counsel for GAP. All Exhibits are incorporated by reference into the Proof of Claim as if fully set forth therein and are submitted herewith for consideration by the Court-Appointed Receiver, Gareth J. Whitmore, CPA, CIRA, of Whitmore Strauss Advisory LLC, and by this Honorable Court.
EXHIBIT INDEX
The following table sets forth a description of each Exhibit submitted in support of the Proof of Claim, together with its date and page count. All referenced documents are attached hereto in the order listed.
DESCRIPTION OF EXHIBITS
Exhibit A — Master Grain Purchase and Off-Take Agreement
Full Title: Master Grain Purchase and Off-Take Agreement
Parties: Greenfield Agricultural Partners LLC, a Delaware limited liability company ("Seller" or "GAP"), and Prairie Basin Grain Co., an Illinois corporation ("Buyer" or "PBGC")
Date of Execution: March 15, 2019
Term: Five (5) years, commencing March 15, 2019, and continuing through March 14, 2024, subject to the termination and renewal provisions set forth in Article IX thereof.
Description: The Off-Take Agreement is the governing contract between GAP and PBGC that establishes PBGC's obligation to purchase specified minimum quantities of grain from GAP on a forward-contract basis for each contract year during the term. Specifically, PBGC was obligated to purchase a minimum of 1,200,000 bushels per contract year of #2 Yellow Corn and a minimum of 600,000 bushels per contract year of #1 Yellow Soybeans, each meeting the applicable grading standards set forth in Exhibit A to the Off-Take Agreement. All deliveries were to be made to PBGC elevator facilities located in Champaign, Macon, and Piatt Counties, Illinois, in accordance with the delivery schedule and logistics provisions of Article IV.
The Off-Take Agreement contains the following provisions material to GAP's Proof of Claim:
(a) Pricing Mechanism (Article III and Exhibit B). The purchase price for each commodity was determined by reference to the Chicago Board of Trade ("CBOT") nearby futures contract price for the applicable commodity, plus or minus a negotiated basis differential as set forth in Exhibit B to the Off-Take Agreement. The basis differential was subject to quarterly review and adjustment by mutual agreement of the parties, as further described in Section 3.2 of the Off-Take Agreement.
(b) Payment Terms (Section 7.1). PBGC was required to make payment of each invoice within thirty (30) days following the date of delivery and acceptance of the applicable grain shipment ("Net 30" terms). Acceptance was deemed to occur upon PBGC's receipt and grading of the grain at the designated elevator facility, absent written notice of rejection within five (5) business days of delivery, as set forth in Section 5.3.
(c) Late Payment Interest (Section 7.3). In the event of any failure to pay an invoice when due, the outstanding balance was to accrue interest at the rate of one and one-half percent (1.5%) per month, equivalent to eighteen percent (18%) per annum, from the due date until paid in full. Section 7.3 further provides that the accrual of late payment interest does not constitute a waiver of any other right or remedy available to Seller under the Off-Take Agreement, at law, or in equity.
(d) Adequate Assurance of Performance (Section 8.2). If reasonable grounds for insecurity arose with respect to the performance of either party, the other party was entitled to demand in writing adequate assurance of due performance, and the demanding party could, if commercially reasonable, suspend its own performance until such assurance was received. This provision was invoked by GAP in its Notice of Suspension of Deliveries dated March 8, 2022 (Exhibit K hereto).
(e) Prevailing Party Attorneys' Fees (Section 12.4). The Off-Take Agreement provides that in any litigation, arbitration, or other proceeding arising out of or related to the Agreement, the prevailing party shall be entitled to recover its reasonable attorneys' fees, costs, and expenses, in addition to any other relief to which it may be entitled. This provision forms the contractual basis for GAP's claim for attorneys' fees and costs as set forth in Exhibit N hereto.
(f) Governing Law and Jurisdiction (Section 12.1 and Section 12.5). The Off-Take Agreement is governed by the laws of the State of Illinois without regard to conflicts-of-law principles. The parties consented to the exclusive jurisdiction of the courts of Cook County, Illinois, or the United States District Court for the Northern District of Illinois for any disputes arising under or related to the Agreement.
Exhibit A includes all exhibits and schedules to the Off-Take Agreement, specifically Exhibits A through E, which set forth, respectively, the commodity grading standards (Exhibit A), the basis differential schedule (Exhibit B), the delivery facility designations and logistics protocols (Exhibit C), the Limited Personal Guaranty of Darren K. Musgrave (Exhibit D, reproduced separately as Exhibit B hereto for ease of reference), and the form of invoice and delivery receipt (Exhibit E).
Exhibit B — Limited Personal Guaranty of Darren K. Musgrave
Full Title: Limited Personal Guaranty
Guarantor: Darren K. Musgrave, individually, in his capacity as President, sole director, and holder of approximately seventy-two percent (72%) of the issued and outstanding shares of common stock of Prairie Basin Grain Co.
Guarantor Address: 1188 Windermere Lane, Champaign, Illinois 61822
Date of Execution: March 15, 2019 (executed contemporaneously with the Off-Take Agreement and originally attached thereto as Exhibit D)
Description: The Limited Personal Guaranty is an absolute and unconditional guaranty by Darren K. Musgrave of the full and prompt payment of all amounts due and payable by PBGC under the Off-Take Agreement, subject to a maximum aggregate guaranty liability cap of Two Million Dollars ($2,000,000.00). The Guaranty is a guaranty of payment, not of collection, and provides that the Guarantor's obligations thereunder shall not be released, discharged, or otherwise affected by any amendment, modification, or supplement to the Off-Take Agreement, any extension or renewal of the time for payment, or any other act, omission, or circumstance that might otherwise constitute a legal or equitable discharge of a surety or guarantor.
Note: Although the Limited Personal Guaranty was originally attached to the Off-Take Agreement as Exhibit D thereto, it is submitted separately herein as Exhibit B for ease of reference by the Receiver and the Court. A complete copy of the Guaranty also appears within the full Off-Take Agreement attached as Exhibit A.
Exhibit C — Invoice No. GAP-2021-3187
Invoice Number: GAP-2021-3187
Invoice Date: September 28, 2021
Due Date: October 28, 2021
Commodity: #2 Yellow Corn, in accordance with the grading standards set forth in Exhibit A to the Off-Take Agreement
Quantity Delivered: 150,000 bushels
Price Per Bushel: $5.95
Total Invoice Amount: $892,500.00
Delivery Location: PBGC Elevator Facility, Champaign County, Illinois
Status: Unpaid. No payment has been received on this invoice as of the date of this Exhibit List. This invoice became past due on October 28, 2021, and has been accruing late payment interest at the contractual rate of 1.5% per month (18% per annum) since that date.
Exhibit D — Invoice No. GAP-2021-3244
Invoice Number: GAP-2021-3244
Invoice Date: October 15, 2021
Due Date: November 14, 2021
Commodity: #1 Yellow Soybeans, in accordance with the grading standards set forth in Exhibit A to the Off-Take Agreement
Quantity Delivered: 75,000 bushels
Price Per Bushel: $12.49
Total Invoice Amount: $936,750.00
Delivery Location: PBGC Elevator Facility, Macon County, Illinois
Status: Unpaid. No payment has been received on this invoice as of the date of this Exhibit List. This invoice became past due on November 14, 2021, and has been accruing late payment interest at the contractual rate of 1.5% per month (18% per annum) since that date.
Exhibit E — Invoice No. GAP-2021-3301
Invoice Number: GAP-2021-3301
Invoice Date: November 12, 2021
Due Date: December 12, 2021
Commodity: #2 Yellow Corn, in accordance with the grading standards set forth in Exhibit A to the Off-Take Agreement
Quantity Delivered: 200,000 bushels
Price Per Bushel: $6.12
Total Invoice Amount: $1,224,000.00
Delivery Location: PBGC Elevator Facility, Piatt County, Illinois
Status: Unpaid. No payment has been received on this invoice as of the date of this Exhibit List. This invoice became past due on December 12, 2021, and has been accruing late payment interest at the contractual rate of 1.5% per month (18% per annum) since that date.
Exhibit F — Invoice No. GAP-2021-3358
Invoice Number: GAP-2021-3358
Invoice Date: December 8, 2021
Due Date: January 7, 2022
Commodity: #2 Yellow Corn, in accordance with the grading standards set forth in Exhibit A to the Off-Take Agreement
Quantity Delivered: 120,000 bushels
Price Per Bushel: $6.18
Total Invoice Amount: $741,600.00
Delivery Location: PBGC Elevator Facility, Champaign County, Illinois
Status: Unpaid. No payment has been received on this invoice as of the date of this Exhibit List. This invoice became past due on January 7, 2022, and has been accruing late payment interest at the contractual rate of 1.5% per month (18% per annum) since that date.
Exhibit G — Invoice No. GAP-2022-0042
Invoice Number: GAP-2022-0042
Invoice Date: January 19, 2022
Due Date: February 18, 2022
Commodity: #1 Yellow Soybeans, in accordance with the grading standards set forth in Exhibit A to the Off-Take Agreement
Quantity Delivered: 80,000 bushels
Price Per Bushel: $13.44
Total Invoice Amount: $1,075,200.00
Delivery Location: PBGC Elevator Facility, Macon County, Illinois
Status: Unpaid. No payment has been received on this invoice as of the date of this Exhibit List. This invoice became past due on February 18, 2022, and has been accruing late payment interest at the contractual rate of 1.5% per month (18% per annum) since that date.
Exhibit H — Written Demand from GAP to PBGC (January 25, 2022)
Description: Letter dated January 25, 2022, from Caleb Jennings, Director of Grain Operations, GAP Grain Trading Division, Greenfield Agricultural Partners LLC, to Darren K. Musgrave, President, Prairie Basin Grain Co., at 4520 Harvest Road, Champaign, Illinois 61820.
The letter demanded immediate payment of three then-outstanding invoices:
• Invoice No. GAP-2021-3187 — $892,500.00
• Invoice No. GAP-2021-3244 — $936,750.00
• Invoice No. GAP-2021-3301 — $1,224,000.00
The aggregate amount demanded in this letter was $3,053,250.00 in principal, exclusive of accrued late payment interest. The letter noted that PBGC's payment obligations were already past due by periods ranging from approximately forty-four (44) days to approximately eighty-nine (89) days as of the date of the letter, and that GAP reserved all rights and remedies under the Off-Take Agreement, including the right to demand adequate assurance of performance under Section 8.2 and to pursue all available legal remedies. Invoices GAP-2021-3358 and GAP-2022-0042 had not yet been issued as of the date of this demand letter; those invoices were subsequently issued on December 8, 2021 (with the invoice date reflecting the delivery date) and January 19, 2022, respectively.
Exhibit I — Email from Darren K. Musgrave Acknowledging Debt (February 3, 2022)
Description: Email message dated February 3, 2022, sent at 3:47 p.m. Central Standard Time, from Darren K. Musgrave (email address: dmusgrave@prairiebasingrain.com) to Caleb Jennings (email address: cjennings@greenfieldag.com), with a copy to Beth Ann Culpepper, Chief Financial Officer of PBGC (email address: bculpepper@prairiebasingrain.com).
In this email, Mr. Musgrave expressly acknowledged the debt owed by PBGC to GAP, did not dispute the amounts reflected on the invoices referenced in GAP's January 25, 2022 demand letter (Exhibit H), and requested that GAP grant PBGC a forbearance period of ninety (90) days to bring the account current. Mr. Musgrave stated in the email that PBGC was then in active negotiations with Heartland Prairie Bank, N.A. to secure additional financing that would enable PBGC to satisfy its outstanding obligations to GAP and other trade creditors. Mr. Musgrave further represented that PBGC expected the bank financing to close within sixty (60) to seventy-five (75) days.
This email constitutes an unequivocal acknowledgment of the debt and is submitted to demonstrate that PBGC did not dispute the validity or amount of the invoices at any relevant time prior to the commencement of the receivership proceeding.
Exhibit J — Forbearance Correspondence from GAP to PBGC (February 14, 2022)
Description: Letter dated February 14, 2022, from Caleb Jennings, Director of Grain Operations, GAP Grain Trading Division, Greenfield Agricultural Partners LLC, to Darren K. Musgrave, President, Prairie Basin Grain Co.
In this letter, GAP agreed to grant PBGC a limited forbearance period of sixty (60) days — as opposed to the ninety (90) days requested by PBGC — subject to the express condition that PBGC make payment in full of the oldest outstanding invoice, Invoice No. GAP-2021-3187, in the amount of $892,500.00, on or before March 1, 2022. The letter stated that GAP's agreement to forbear was given without prejudice to any of GAP's rights and remedies under the Off-Take Agreement, at law, or in equity, and that failure by PBGC to satisfy the condition of partial payment by the stated deadline would render the forbearance null and void and would entitle GAP to exercise all available remedies immediately and without further notice.
Note: PBGC failed to make the required payment of Invoice No. GAP-2021-3187 by March 1, 2022. No payment of any kind was received from PBGC on or before that date, and PBGC provided no explanation for its failure to comply with the forbearance condition. Accordingly, the forbearance expired by its own terms, and GAP proceeded to suspend deliveries under Section 8.2 of the Off-Take Agreement (see Exhibit K).
Exhibit K — Notice of Suspension of Deliveries (March 8, 2022)
Description: Written notice dated March 8, 2022, from Caleb Jennings, Director of Grain Operations, GAP Grain Trading Division, Greenfield Agricultural Partners LLC, to Darren K. Musgrave, President, Prairie Basin Grain Co., and to Beth Ann Culpepper, Chief Financial Officer, Prairie Basin Grain Co., at 4520 Harvest Road, Champaign, Illinois 61820.
This notice formally advised PBGC that GAP was suspending all further deliveries of grain under the Off-Take Agreement, effective immediately, pursuant to Section 8.2 (Adequate Assurance of Performance) of the Off-Take Agreement. The notice cited the following grounds for suspension:
(a) PBGC's failure to pay five (5) outstanding invoices totaling $4,870,050.00 in aggregate principal, with the oldest invoice then more than 130 days past due;
(b) PBGC's failure to satisfy the condition of the forbearance granted on February 14, 2022 (Exhibit J), namely payment of Invoice No. GAP-2021-3187 in the amount of $892,500.00 by March 1, 2022;
(c) GAP's reasonable grounds for insecurity regarding PBGC's ability to perform its payment obligations under the Off-Take Agreement; and
(d) GAP's reservation of all rights and remedies under the Off-Take Agreement, including but not limited to the right to terminate the Agreement upon written notice and to seek recovery of all amounts owed, together with accrued interest, attorneys' fees, and costs.
The notice demanded that PBGC provide adequate assurance of its ability to perform its payment obligations within ten (10) business days, failing which GAP reserved the right to treat PBGC's failure as a material breach and to terminate the Off-Take Agreement. No adequate assurance was received from PBGC within the stated period or at any time thereafter.
Exhibit L — Pre-Suit Demand Letter from Calderwood & Harkness LLP (April 11, 2022)
Description: Formal pre-suit demand letter dated April 11, 2022, on the letterhead of Calderwood & Harkness LLP, from Francesca Morano, Partner, Calderwood & Harkness LLP, on behalf of Greenfield Agricultural Partners LLC, addressed to:
(i) Prairie Basin Grain Co., Attention: Darren K. Musgrave, President, 4520 Harvest Road, Champaign, Illinois 61820; and
(ii) Darren K. Musgrave, individually, 1188 Windermere Lane, Champaign, Illinois 61822 (in his capacity as Guarantor under the Limited Personal Guaranty dated March 15, 2019).
The letter demanded that PBGC and Mr. Musgrave make payment of all five outstanding invoices totaling $4,870,050.00 in unpaid principal, together with all accrued contractual interest at the rate of 1.5% per month (18% per annum) as provided in Section 7.3 of the Off-Take Agreement, within fifteen (15) business days from the date of the letter. The letter expressly referenced and incorporated the Off-Take Agreement, the Limited Personal Guaranty (and the $2,000,000.00 guaranty cap), and the prevailing-party attorneys' fees provision set forth in Section 12.4 of the Off-Take Agreement.
The letter further advised PBGC and Mr. Musgrave that if full payment was not received within the stated demand period, GAP intended to pursue all available legal remedies, including the commencement of litigation for breach of contract, enforcement of the personal guaranty, and recovery of all amounts owed, inclusive of accrued interest, attorneys' fees, costs, and any other relief to which GAP may be entitled.
Note: The fifteen (15) business-day demand period expired on May 2, 2022. No payment, partial payment, or written response of any kind was received from PBGC or from Darren K. Musgrave, individually, on or before May 2, 2022, or at any time thereafter prior to the commencement of the receivership proceeding.
Exhibit M — Accrued Interest Calculation Spreadsheet
Description: Spreadsheet prepared by Patrick Gallagher, Associate, and Diane K. Velasquez, Senior Litigation Paralegal, Calderwood & Harkness LLP, calculating the accrued contractual interest owed by PBGC to GAP on each of the five unpaid invoices at the contractual rate of one and one-half percent (1.5%) per month (eighteen percent (18%) per annum) pursuant to Section 7.3 of the Off-Take Agreement.
Calculation Period: From each invoice's respective due date through December 31, 2022.
Summary of Calculations:
Interest was calculated on a simple-interest basis, applied monthly, consistent with the contractual language of Section 7.3, which specifies a monthly rate of 1.5%. The detailed spreadsheet, including the per-diem and monthly interest calculations for each invoice, is attached hereto as Exhibit M.
Prepared By: Patrick Gallagher, Associate, Calderwood & Harkness LLP, and Diane K. Velasquez, Senior Litigation Paralegal, Calderwood & Harkness LLP.
Exhibit N — Summary of Calderwood & Harkness LLP Attorneys' Fees and Costs
Description: Summary of professional fees and costs and disbursements incurred by Calderwood & Harkness LLP in connection with the collection action and the preparation and filing of the Proof of Claim in the above-captioned receivership proceeding, C&H Matter No. 1020-00005, through January 31, 2023.
Total Professional Fees: $287,415.50
Total Costs and Disbursements: $14,622.35
Total Attorneys' Fees and Costs: $302,037.85
Basis for Recovery: Section 12.4 of the Off-Take Agreement, which provides that in any litigation, arbitration, or other proceeding arising out of or related to the Agreement, the prevailing party shall be entitled to recover its reasonable attorneys' fees, costs, and expenses.
Costs and Disbursements include the following categories of expenses: filing fees, service of process fees, court reporter and transcript fees, legal research charges (Westmark Data Systems and Sundial Solutions), courier and delivery charges, photocopying and document reproduction costs, and related miscellaneous litigation expenses.
Timekeeper Summary:
A detailed breakdown of hours by timekeeper, by task category, and by date, together with itemized costs and disbursements, is set forth in the attached summary. Calderwood & Harkness LLP reserves the right to supplement this fee summary with additional fees and costs incurred after January 31, 2023, in connection with the continued prosecution of this claim in the receivership proceeding.
SUMMARY OF TOTAL CLAIM SUPPORTED BY EXHIBITS
The following table summarizes the total claim of Greenfield Agricultural Partners LLC as supported by the foregoing Exhibits:
Claim Classification: Unsecured. GAP does not assert any security interest, lien, or other priority claim against the assets of PBGC, and the Proof of Claim is filed as a general unsecured claim in the receivership estate. GAP reserves all rights under the Limited Personal Guaranty of Darren K. Musgrave (Exhibit B) to pursue recovery against Mr. Musgrave individually, up to the guaranty cap of $2,000,000.00, in a separate proceeding or as otherwise permitted by law.
CERTIFICATION AND VERIFICATION
The undersigned hereby certifies, under penalty of perjury, that the foregoing Exhibit List is a true and accurate index of the supporting documents submitted with the Proof of Claim of Greenfield Agricultural Partners LLC in the above-captioned receivership proceeding, Case No. 2022-CH-001247, and that each Exhibit referenced herein is a true and correct copy of the original document as maintained in the files of Greenfield Agricultural Partners LLC or Calderwood & Harkness LLP.
This Exhibit List and the accompanying Exhibits were prepared by the undersigned at the direction of the supervising attorney identified below, and are submitted in accordance with applicable rules and procedures governing the filing of proofs of claim in receivership proceedings in the Circuit Court of Sangamon County, Illinois.
Prepared by:
CALDERWOOD & HARKNESS LLP
By: ________
Name: Diane K. Velasquez
Title: Senior Litigation Paralegal
Date: January 30, 2023
Firm Contact Information:
Calderwood & Harkness LLP 225 West Wacker Drive, Suite 4000 Chicago, Illinois 60606 Telephone: (312) 555-7800 Facsimile: (312) 555-7801
Reviewed and Approved by Supervising Attorney:
CALDERWOOD & HARKNESS LLP
By: ________
Name: Francesca Morano
Title: Partner — Responsible Attorney
Date: ________
CERTIFICATE OF SERVICE
I, Diane K. Velasquez, Senior Litigation Paralegal at Calderwood & Harkness LLP, hereby certify that on January 30, 2023, a true and correct copy of the foregoing Exhibit List and Supporting Documents in Support of Proof of Claim of Greenfield Agricultural Partners LLC, together with all Exhibits attached thereto (Exhibits A through N), was served upon the following persons by depositing same in the United States mail, first-class postage prepaid, and by transmitting a complete copy via electronic mail to the email addresses listed below:
Receiver's Counsel: Joanna M. Lockridge, Esq. Lockridge Payne LLP 120 South Sixth Street, Suite 1800 Springfield, Illinois 62701
Court-Appointed Receiver: Gareth J. Whitmore, CPA, CIRA Whitmore Strauss Advisory LLC 500 East Monroe Street, Suite 300 Springfield, Illinois 62701
CALDERWOOD & HARKNESS LLP
By: ________
Name: Diane K. Velasquez
Title: Senior Litigation Paralegal
Date: January 30, 2023
| Exhibit No. | Description | Date | Pages | |
| A | Master Grain Purchase and Off-Take Agreement (with Exhibits A–E) | March 15, 2019 | See Attached | |
| B | Limited Personal Guaranty of Darren K. Musgrave (originally Exhibit D to Off-Take Agreement) | March 15, 2019 | See Attached | |
| C | Invoice No. GAP-2021-3187 | September 28, 2021 | See Attached | |
| D | Invoice No. GAP-2021-3244 | October 15, 2021 | See Attached | |
| E | Invoice No. GAP-2021-3301 | November 12, 2021 | See Attached | |
| F | Invoice No. GAP-2021-3358 | December 8, 2021 | See Attached | |
| G | Invoice No. GAP-2022-0042 | January 19, 2022 | See Attached | |
| H | Written Demand from GAP to PBGC | January 25, 2022 | See Attached | |
| I | Email from Darren K. Musgrave Acknowledging Debt | February 3, 2022 | See Attached | |
| J | Forbearance Correspondence from GAP to PBGC | February 14, 2022 | See Attached | |
| K | Notice of Suspension of Deliveries | March 8, 2022 | See Attached | |
| L | Pre-Suit Demand Letter from Calderwood & Harkness LLP | April 11, 2022 | See Attached | |
| M | Accrued Interest Calculation Spreadsheet | January 30, 2023 | See Attached | |
| N | Summary of Calderwood & Harkness LLP Attorneys' Fees and Costs | January 30, 2023 | See Attached | |
| Invoice No. | Due Date | Principal | Interest Period | Accrued Interest |
| GAP-2021-3187 | October 28, 2021 | $892,500.00 | Oct. 28, 2021 – Dec. 31, 2022 | See Attached |
| GAP-2021-3244 | November 14, 2021 | $936,750.00 | Nov. 14, 2021 – Dec. 31, 2022 | See Attached |
| GAP-2021-3301 | December 12, 2021 | $1,224,000.00 | Dec. 12, 2021 – Dec. 31, 2022 | See Attached |
| GAP-2021-3358 | January 7, 2022 | $741,600.00 | Jan. 7, 2022 – Dec. 31, 2022 | See Attached |
| GAP-2022-0042 | February 18, 2022 | $1,075,200.00 | Feb. 18, 2022 – Dec. 31, 2022 | See Attached |
| TOTALS | $4,870,050.00 | ≈ $492,341.00 | ||
| Timekeeper | Position | Standard Rate | ||
| Francesca Morano | Partner | $785.00/hr | ||
| Samuel Eklund | Partner | $750.00/hr |
| Hannah Brinkley | Associate | $495.00/hr |
| Patrick Gallagher | Associate | $395.00/hr |
| Diane K. Velasquez | Senior Litigation Paralegal | $225.00/hr |
| Ryan T. Marbury | Paralegal | $195.00/hr |
| Component | Exhibit(s) | Amount |
| Unpaid Principal (5 invoices) | Exhibits C through G | $4,870,050.00 |
| Accrued Contractual Interest (through Dec. 31, 2022) | Exhibit M | ≈ $492,341.00 |
| Attorneys' Fees and Costs (through Jan. 31, 2023) | Exhibit N | $302,037.85 |
| TOTAL CLAIM | ≈ $5,664,428.85 |