Contract analysis

1. Introduction and Background Calloway-Briggs Renewables Inc., a Delaware corporation ("CBR" or the "Borrower"), with its principal offices located at 4200 Ridgeline Parkway, Suite 1100, Austin, TX 78746 (EIN 83-4027615), writes to you in your capacity as Managing Director, Energy Lending, at Veltrano National Bank ("Veltrano" or the "Administrative Agent") in connection with the Credit Agreements described above. A

2. Description of the Proposed IPO Transaction CBR proposes to conduct an initial public offering of shares of its common stock, par value $0.01 per share (the "Common Stock"), on the New York Stock Exchange (the "NYSE") under the proposed ticker symbol "CBRI." The following is a summary of the material terms of the proposed IPO, as currently contemplated: Aggregate Offering Size. The target aggregate offering size i

3. Intended Use of IPO Proceeds Relevant to the Credit Agreements CBR intends to apply the net proceeds from the primary component of the IPO as follows, which application is relevant to the Credit Agreements: Prepayment of Term Loan Indebtedness. CBR intends to use a portion of the net proceeds from the primary offering to prepay approximately $200,000,000 of the outstanding principal amount under the Term Loan Cred

4. Specific Consents and Waivers Requested CBR respectfully requests that the Administrative Agent and the Required Lenders under the Credit Agreements grant the following consents and waivers, each of which is described in detail below. 4.1 Consent to the IPO and Change of Control The Credit Agreements contain certain change-of-control provisions that, depending on the post-IPO ownership structure, may be triggered

5. Representations and Confirmations by the Borrower In connection with this request for consent and waiver, CBR hereby represents, warrants, and confirms as follows, in each case as of the date hereof and after giving pro forma effect to the consummation of the IPO (assuming the consummation thereof on the terms described in Section 2 of this letter) and the application of the net proceeds as described in Section 3

6. Conditions and Timing CBR requests that the consent and waiver described in this letter become effective upon the later of: (a) the date on which the Administrative Agent and the Required Lenders (as defined in the applicable Credit Agreement) have executed and delivered the Consent and Waiver in substantially the form attached hereto as Exhibit A (or in such other form as may be agreed among the parties); and (b)

7. Request for Confirmation and Next Steps CBR respectfully requests that Veltrano National Bank, as Administrative Agent under the Credit Agreements, circulate the enclosed form of Consent and Waiver (attached hereto as Exhibit A) to the Lenders party to the Credit Agreements for their review and execution, in accordance with the procedures set forth in the Credit Agreements for obtaining the consent of the Required

8. Miscellaneous This letter and the consent and waiver requested herein shall not constitute a modification of, or amendment to, either Credit Agreement or any other Loan Document, except to the extent expressly set forth in the executed Consent and Waiver. Except as expressly provided in the Consent and Waiver, all other terms and conditions of the Credit Agreements and the other Loan Documents shall remain in full