Contract analysis

I. EXECUTIVE SUMMARY The purpose of this memorandum is to provide Meridian Consumer Brands LLC ("Meridian" or the "Company") with a comprehensive overview of the Chapter 11 filing by Cascadia Home & Lifestyle Inc. ("Cascadia" or the "Debtor") and to outline the strategy for protecting and maximizing Meridian's recovery on its approximately $14.7 million in outstanding pre-petition trade receivables. On October 14, 20

II. BACKGROUND ON CASCADIA HOME & LIFESTYLE INC. A. Company Overview Cascadia Home & Lifestyle Inc. is a Delaware corporation headquartered at 1200 NW Everett Street, Suite 800, Portland, Oregon 97209 (EIN: 47-6138290). The company was founded in 1994 by Roland Trask as a single-location home furnishings and lifestyle goods retailer in Portland. Through organic growth and a series of acquisitions over the subsequent

III. THE CHAPTER 11 FILING A. Petition and Case Information On October 14, 2025, Cascadia filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code in the United States Bankruptcy Court for the District of Delaware. The key case information is as follows: The case was filed as a single-debtor case — Cascadia Home & Lifestyle Inc. is the sole debtor. Based on the Debtor's first-day filings and decl

IV. CASCADIA'S CAPITAL STRUCTURE AND DIP FINANCING A. Pre-Petition Capital Structure (as of Petition Date) An understanding of Cascadia's capital structure is essential to evaluating the likely recovery for unsecured creditors, including Meridian. As of the petition date, Cascadia's funded debt obligations were as follows: First Lien Debt: • First Lien Revolving Credit Facility: A $225 million revolving credit facili

V. MERIDIAN'S CLAIMS AGAINST THE DEBTOR A. Total Pre-Petition Trade Receivables As of the petition date, Meridian holds total pre-petition trade receivables against Cascadia in the amount of $14,726,418.37. This amount is comprised of 83 unpaid invoices, with invoice dates spanning from July 18, 2025 (Invoice No. MCB-092174, in the amount of $212,600.00) through October 10, 2025 (Invoice No. MCB-095301, in the amount

2. Critical vendor payment: $2,500,000.00 (expected recovery: 100% if approved by Court)

3. Trade credit insurance: $4,500,000.00 (expected recovery: 100%, subject to policy terms and 180-day waiting period)

4. General unsecured claim on remaining balance of approximately $5,879,218.37 (after deducting items 1–3): recovery at the general unsecured distribution rate (estimated 5%–25%, or approximately $294,000 to $1,470,000) Under this analysis, Meridian's total estimated recovery could range from approximately $9,141,200 (assuming 5% general unsecured recovery) to approximately $10,317,200 (assuming 25% general unsecured

VI. PREFERENCE EXPOSURE ANALYSIS A. Overview While Meridian's primary focus is on maximizing its affirmative recovery in the Cascadia bankruptcy, the Company must also evaluate and prepare to defend against potential preference exposure. Under Section 547(b) of the Bankruptcy Code, the debtor or a trustee may seek to avoid (i.e., claw back) transfers made to a creditor within 90 days before the petition date (or one

Section 547(c) of the Bankruptcy Code provides a number of affirmative defenses that may be asserted by a transferee to shield preference-period payments from avoidance. Based on our preliminary review, the following defenses appear most applicable to Meridian's situation: Ordinary Course of Business Defense — § 547(c)(2). This defense provides that a transfer may not be avoided to the extent that the transfer was: (

VII. POST-PETITION SUPPLY CONSIDERATIONS A. Debtor's Request for Continued Supply Cascadia has communicated its desire for Meridian to continue supplying goods on a post-petition basis. This request is consistent with the Debtor's broader strategy of maintaining operations as a going concern during the Chapter 11 case, whether in anticipation of a plan of reorganization or a going-concern sale of the business. The De

VIII. IMMEDIATE ACTION ITEMS AND TIMELINE The following is a comprehensive summary of all action items arising from the foregoing analysis, organized by urgency and timeline. A. Critical Path Items (Next 72 Hours — by October 18, 2025) The following actions are time-sensitive and must be completed within the next 48 to 72 hours to preserve Meridian's rights:

1. Reclamation Demand. Finalize and serve written reclamation demand under 11 U.S.C. § 546(c) on Cascadia Home & Lifestyle Inc. (attention: Vikram Patel, Chief Financial Officer), with copies to the Debtor's bankruptcy counsel, Harrison Caldwell at Brindoval Baines & Lord LLP (51 West 52nd Street, New York, NY 10019), and Delaware co-counsel, Michael Donnelly at Borwick Sato LLP (919 N. Market Street, Suite 600, Wilm

2. Insurance Notice. Send notice of insolvency event and covered loss to Clearwater Surety & Insurance Co. (attention: Thomas Lindgren, Claims Adjuster, 1600 Market Street, Suite 2400, Philadelphia, PA 19103) under Policy No. TCI-2024-00783. Target delivery: October 16, 2025. The notice should identify the insolvency event (Chapter 11 filing on October 14, 2025), the outstanding receivable balance, and a preliminary

3. Document Preservation. Initiate a comprehensive preservation hold on all records related to the Cascadia account, including but not limited to invoices, purchase orders, shipping and delivery confirmations, payment records and remittance advices, credit memos, correspondence with Cascadia's procurement and accounts payable departments, and all internal Meridian communications regarding the Cascadia account. The pr

4. Critical Vendor Motion Review. Obtain and review the Debtor's Critical Vendor Motion filed on October 16, 2025, including the proposed order and any attached vendor list or payment schedule. Prepare Meridian's response or limited objection, incorporating the negotiation conditions described in Section V.D above (administrative priority for post-petition shipments, Net 30 terms, COD backstop, cessation rights, and

6. DIP Financing Objection. Prepare a limited objection to the DIP financing motion, or in the alternative, a reservation of rights, addressing the $125 million roll-up, the scope of release and exculpation provisions, and the adequacy of the professional fee carve-out and investigation timeline. This objection should be coordinated with Committee counsel, Diana Prescott at Garvey & Holbrook LLP, and filed in advance

7. Post-Petition Trade Agreement. Draft, negotiate, and execute a post-petition trade terms letter agreement with the Debtor, incorporating the protections described in Section VII.C above. Coordination with the Debtor's counsel at Brindoval Baines & Lord LLP should be initiated promptly.

8. Preference Analysis. Complete a detailed, payment-by-payment preference analysis with defense quantification, covering all 14 wire transfers received by Meridian during the 90-day preference period (July 16, 2025 through October 14, 2025). This analysis will be the subject of a separate privileged memorandum and will require Meridian's comprehensive payment and shipping records for the period January 2023 through

9. Committee Membership. Attend the organizational meeting of the Official Committee of Unsecured Creditors. Evaluate the Committee's proposed information-sharing protocols, confidentiality agreements, and the scope of the Committee's investigation. Assess whether any conflicts or limitations on information sharing require Meridian to implement internal procedures to segregate Committee information from individual cl

11. Proof of Claim. Prepare and file a proof of claim using Official Form 410, asserting Meridian's total pre-petition claim in the amount