Contract analysis

I. INTRODUCTION AND GENERAL INSTRUCTIONS A. Purpose of Request List This Due Diligence Request List — Debt and Financing (this "Request List") is issued by Calderwood & Harkness LLP ("C&H"), as counsel to Calloway-Briggs Renewables Inc. ("CBR" or the "Company"), in connection with the proposed initial public offering of approximately $600,000,000 of shares of common stock (the "Offering") on the New York Stock Exchan

1. Executed Copies. Please provide fully executed copies of all documents responsive to the requests below, together with all amendments, amendments and restatements, supplements, joinders, waivers, consents, side letters, letter agreements, and any other modifications thereto, through the most recent date available. Where a document has been amended and restated, please provide both the original executed version and

2. Oral Modifications. Please identify any oral modifications, informal arrangements, or understandings with any lender, agent, investor, or other financing counterparty that are not reflected in written documentation. For each such oral modification or arrangement, please provide a written summary of its terms and the parties thereto.

3. Defaults and Events of Default. Please flag any defaults, events of default, potential defaults, or notices of default (whether current, waived, or cured) under any financing arrangement of the Company or its subsidiaries. For each such event, please provide copies of all related correspondence, notices, waiver letters, cure documentation, and forbearance agreements.

4. Non-Existence of Documents. For any request item where a responsive document does not exist, please provide a written statement to that effect, signed by an authorized officer of the Company, confirming that no such document exists.

5. Organization of Responses. Please organize all responsive documents by category, following the numbered request items set forth below. Each document should be clearly labeled with its corresponding request item number(s).

6. Electronic Format and Data Room. Please provide all documents in electronic format (PDF, with OCR text layer where practicable, or native format for spreadsheets and financial models) to the secure virtual data room established for this transaction (the "Data Room"). All documents should also be provided by electronic copy to the following contacts at Calderwood & Harkness LLP: Brendan Walsh, Lead Associate, Capit

7. Continuing Obligation. This Request List is a living document and may be supplemented from time to time. The Company is requested to provide supplemental responses as additional documents become available or are identified, and to promptly notify C&H of any material developments relating to the Company's financing arrangements that occur after the date of the initial production.

8. Privilege. Production of documents in response to this Request List does not constitute a waiver of any applicable privilege, including attorney-client privilege and work product protection. Any privileged documents should be identified on a privilege log and withheld from production pending further discussion with C&H. D. Known Debt and Financing Summary Based on information provided by the Company to date, the f

II. CORPORATE REVOLVING CREDIT FACILITY ($400,000,000 — VELTRANO NATIONAL BANK) This Section II relates to the Company's corporate revolving credit facility in an aggregate commitment amount of $400,000,000, with Veltrano National Bank serving as Administrative Agent, maturing in January 2027 (the "Revolving Credit Facility"). A. Credit Agreement and Amendments

1. Please provide the fully executed credit agreement (including all exhibits, schedules, and annexes) for the $400,000,000 corporate Revolving Credit Facility, dated as of or about January 2022, among CBR (or CBR Holdings LLC or CB Operating, as applicable), as borrower, the lenders party thereto, and Veltrano National Bank, as Administrative Agent, with a stated maturity date in January 2027.

2. Please provide all amendments, amendment and restatement agreements, supplements, joinders, waivers, consents, side letters, and any other modifications to the credit agreement governing the Revolving Credit Facility, from the date of original execution through the most recent date available.

3. Please provide any incremental facility agreements, accordion feature documentation, or other agreements providing for an increase in the commitments under the Revolving Credit Facility, whether or not such increases have been funded or committed. B. Security and Collateral Documents

4. Please provide all security agreements, pledge agreements, collateral assignments, and any other documents creating or purporting to create security interests in favor of Veltrano National Bank (in its capacity as Administrative Agent or Collateral Agent) or the lender group under the Revolving Credit Facility, including, without limitation: (a) security agreements granting security interests in personal property;

5. Please provide all UCC-1 financing statements filed in connection with the Revolving Credit Facility, together with any UCC-3 amendment statements and continuation statements. Please also provide a current lien search (or the most recent lien search conducted) for CBR, CBR Holdings LLC, CB Operating, and each guarantor entity, reflecting the status of all UCC filings.

6. Please provide all deposit account control agreements, securities account control agreements, and commodity account control agreements entered into in connection with the Revolving Credit Facility. For each such agreement, please identify the relevant depository institution and the accounts subject to the agreement.

7. Please provide any intellectual property security agreements (covering trademarks, patents, copyrights, or domain names) entered into in connection with the Revolving Credit Facility. If no such agreements exist, please confirm that in writing.

8. Please provide any mortgages, deeds of trust, or other real property security documents granted in connection with the Revolving Credit Facility. If no real property security has been granted at the corporate level, please confirm that in writing. C. Guarantees.

9. Please provide all guaranty agreements executed by CBR Holdings LLC, CB Operating, or any other subsidiary guarantor in connection with the Revolving Credit Facility, including any guaranty supplements, joinder agreements, or acknowledgments by which additional entities have become guarantors.

10. Please provide a complete schedule of all guarantor entities under the Revolving Credit Facility, including the name, jurisdiction of organization, and direct parent entity of each guarantor. Please also provide an organizational chart showing the corporate structure of CBR and its subsidiaries, with guarantor entities clearly identified. D. Intercreditor and Subordination Agreements

11. Please provide all intercreditor agreements between Veltrano National Bank (or the revolving lender group) and any other creditor of CBR or its subsidiaries, including, without limitation, any intercreditor agreement between the Revolving Credit Facility lenders and the Term Loan B lenders, and any intercreditor agreements with project-finance lenders.

12. Please provide any subordination agreements, pari passu sharing agreements, collateral sharing arrangements, or similar agreements governing the relative priorities or rights of the lenders under the Revolving Credit Facility vis-à-vis other creditors of the Company or its subsidiaries. E. Lender-Group Information

13. Please provide a current list of all lenders under the Revolving Credit Facility and their respective commitments and pro rata shares, as of the most recent date available. If such a list is maintained by the Administrative Agent, please request it from Veltrano National Bank.

14. Please provide all assignment and assumption agreements (or similar transfer documents) evidencing any transfers of commitments or outstanding loans under the Revolving Credit Facility from one lender to another, from the date of original execution through the most recent date available. F. Borrowing and Compliance

15. Please provide the most recent borrowing base certificate, availability calculation, or similar borrowing availability report delivered to Veltrano National Bank in connection with the Revolving Credit Facility. If the Revolving Credit Facility is not a borrowing-base facility, please confirm that and provide the most recent calculation of available commitments (including any reductions for outstanding letters of

16. Please provide the most recent compliance certificate delivered to Veltrano National Bank under the Revolving Credit Facility, including all supporting financial covenant calculations (including, without limitation, calculations of any leverage ratio, interest coverage ratio, fixed charge coverage ratio, minimum liquidity requirement, or other financial maintenance covenants).

17. Please provide all compliance certificates delivered to Veltrano National Bank under the Revolving Credit Facility during fiscal year 2020, fiscal year 2021, and the first quarter of fiscal year 2022 (Q1 2022), including all supporting schedules and calculations.

18. Please provide copies of any notices of default, notices of event of default, or notices of potential default delivered by or to any party under the Revolving Credit Facility, from the date of original execution through the most recent date available. This includes both notices delivered by the Administrative Agent or any lender to the borrower, and notices delivered by the borrower to the Administrative Agent or

19. Please provide any waiver letters, forbearance agreements, cure documentation, or other agreements relating to any covenant breaches, defaults, or events of default under the Revolving Credit Facility. G. IPO-Related Provisions

20. Please identify (by specific section number and page reference) all provisions in the credit agreement governing the Revolving Credit Facility that are triggered by, require consent for, or are otherwise implicated by the proposed Offering, including, without limitation: (a) Change-of-control provisions: Please provide the full text of the definition of "Change of Control" (or comparable defined term) and the con

21. Please provide copies of all correspondence (including emails, letters, and term sheets) between CBR (or its advisors) and Veltrano National Bank (or the revolving lender group) regarding the proposed Offering, including any preliminary discussions regarding consent requests, amendment proposals, or waiver requests. H. Letters of Credit

22. Please provide a complete schedule of all letters of credit outstanding under the Revolving Credit Facility as of the most recent practicable date, including the following information for each letter of credit: (a) letter of credit number; (b) issuing lender; (c) beneficiary; (d) face amount; (e) expiry date; (f) purpose (e.g., performance security under a PPA, regulatory requirement, lease security, utility inte

23. Please provide copies of each outstanding letter of credit issued under the Revolving Credit Facility, together with any related reimbursement agreements, letter of credit applications, and amendments to outstanding letters of credit.

24. Please provide all fee letters between CBR (or any subsidiary borrower) and Veltrano National Bank in its capacity as Administrative Agent, including any Administrative Agent fee letter, commitment fee letter, letter of credit fee letter, fronting fee letter, and any other fee arrangements relating to the Revolving Credit Facility. To the extent that fee information is embedded in the credit agreement itself (rat

25. Please provide copies of any interest rate swap agreements, hedge agreements, cap agreements, collar agreements, or other derivative agreements that are required, permitted, or otherwise entered into in connection with the Revolving Credit Facility, including any hedging arrangements with lenders under the Revolving Credit Facility that receive the benefit of the collateral securing the Revolving Credit Facility.

26. Please provide all ISDA Master Agreements (including schedules thereto), credit support annexes, and confirmations relating to hedging transactions entered into under or in connection with the Revolving Credit Facility. For each such hedging arrangement, please identify the swap counterparty, the notional amount, the effective date, the termination date, and the type of hedge (interest rate swap, cap, collar, or

III. CORPORATE TERM LOAN B ($650,000,000 — VELTRANO NATIONAL BANK) This Section III relates to the Company's corporate Term Loan B in an original aggregate principal amount of $650,000,000, with Veltrano National Bank serving as Administrative Agent, with $612,500,000 outstanding as of December 31, 2021, and maturing in January 2029 (the "Term Loan B"). A. Credit Agreement and Amendments

27. Please provide the fully executed credit agreement (including all exhibits, schedules, and annexes) for the $650,000,000 corporate Term Loan B, among CBR (or CBR Holdings LLC or CB Operating, as applicable), as borrower, the lenders party thereto, and Veltrano National Bank, as Administrative Agent, with a stated maturity date in January 2029. If the Term Loan B is governed by the same credit agreement as the Rev

28. Please provide all amendments, amendment and restatement agreements, supplements, joinders, waivers, consents, side letters, and any other modifications to the credit agreement governing the Term Loan B, from the date of original execution through the most recent date available.

29. Please provide any repricing amendments, refinancing documentation, or other agreements pursuant to which the interest rate margin, LIBOR floor, or other pricing terms of the Term Loan B have been modified since original issuance. Please also provide documentation of any refinancing or replacement of the Term Loan B (whether through a refinancing amendment, refinancing facility, or new facility), if applicable. B

30. Please provide all security agreements, pledge agreements, and collateral documents relating to the Term Loan B. To the extent that the Term Loan B is secured by the same collateral package as the Revolving Credit Facility pursuant to a unified security agreement or shared collateral arrangement, please cross-reference the documents provided in response to Section II.B above and confirm that the same documents ap

31. Please confirm whether the Term Loan B shares collateral on a pari passu basis with the Revolving Credit Facility. If the collateral arrangements differ (e.g., the Term Loan B has a first-priority lien and the Revolving Credit Facility has a second-priority lien, or vice versa, or there is a "split collateral" arrangement), please describe the arrangement and provide all related documentation. C. Guarantees.

32. Please provide all guaranty agreements relating to the Term Loan B. To the extent that the Term Loan B is guaranteed by the same guarantor entities as the Revolving Credit Facility pursuant to the same guaranty agreement, please cross-reference the documents provided in response to Section II.C above and confirm that the same documents apply. If there are separate or additional guaranty arrangements for the Term

33. Please provide any intercreditor agreement between the Revolving Credit Facility lenders and the Term Loan B lenders, whether a standalone intercreditor agreement or provisions embedded in the credit agreement. If the Revolving Credit Facility and the Term Loan B are governed by the same credit agreement and share collateral pari passu, please confirm that and identify the provisions governing the relative rights

34. Please provide any first-lien/second-lien intercreditor arrangements, if the Term Loan B is secured on a junior basis relative to the Revolving Credit Facility or any other facility. Please also provide any intercreditor agreements between the Term Loan B lenders and any project-finance lenders or other creditors. E. Lender-Group Information

35. Please provide a current list of all lenders holding Term Loan B commitments or outstanding loans, together with their respective holdings (principal amounts), as of the most recent date available. Given the institutional nature of Term Loan B facilities, please also indicate whether the loan is currently traded in the secondary loan market.

36. Please provide all assignment and assumption agreements (or similar transfer documents) evidencing any transfers of Term Loan B loans from one lender to another, including transfers through secondary-market trading. If a complete set of assignment agreements is not practicable due to the volume of secondary-market transfers, please provide a current register of lenders and a summary of trading activity. F. Borrow

37. Please provide the most recent compliance certificate delivered under the Term Loan B, including all supporting financial covenant calculations. If the Term Loan B is governed by the same credit agreement as the Revolving Credit Facility and the same compliance certificates serve both facilities, please cross-reference the documents provided in response to Section II.F above.

38. Please provide all compliance certificates delivered under the Term Loan B during fiscal year 2020, fiscal year 2021, and Q1 2022, including all supporting schedules and calculations.

39. Please provide copies of any notices of default, notices of event of default, or notices of potential default delivered by or to any party under the Term Loan B, from the date of original execution through the most recent date available.

40. Please provide a schedule of all mandatory prepayment events under the Term Loan B, including: (a) excess cash flow sweeps (identifying the applicable percentage, the step-downs, and the calculation mechanics); (b) asset sale mandatory prepayments (identifying the reinvestment period and any exceptions); (c) debt issuance mandatory prepayments; (d) equity issuance mandatory prepayments (including whether IPO proc

41. Please provide a complete history of all voluntary and mandatory prepayments of the Term Loan B, including dates, amounts, and applicable prepayment premiums or fees, from the date of original funding through the most recent date available. G. IPO-Related Provisions

42. Please identify (by specific section number and page reference) all provisions in the credit agreement governing the Term Loan B that are triggered by, require consent for, or are otherwise implicated by the proposed Offering, including, without limitation: (a) Change-of-control provisions and definitions: Please provide the full text of the definition of "Change of Control" (or comparable defined term) and the c

43. Prepayment Analysis — Application of IPO Proceeds. The Company has indicated that it intends to apply approximately $200,000,000 of the net proceeds of the Offering to prepay a portion of the outstanding Term Loan B. In connection with this intended prepayment, please provide: (a) The applicable prepayment premium schedule (including the amount, percentage, and calculation mechanics for any prepayment premium, ca

44. Please provide the wire instructions for Veltrano National Bank (as Administrative Agent) for purposes of effecting the prepayment of the Term Loan B. Please confirm whether the Administrative Agent requires any specific form of prepayment notice or officer's certificate in connection with the prepayment. H. Fee Letters

45. Please provide all fee letters relating to the Term Loan B, including any upfront fee letter, original issue discount documentation, administrative agent fee letter, and any other fee arrangements.

46. Please provide copies of any interest rate hedging agreements relating to the Term Loan B, including any interest rate swaps, caps, collars, or other derivative agreements entered into to hedge interest rate risk on the Term Loan B.

47. Please provide all ISDA Master Agreements (including schedules thereto), credit support annexes, and confirmations relating to hedging transactions entered into in connection with the Term Loan B. For each such hedging arrangement, please identify the swap counterparty, the notional amount, the effective date, the termination date, and the current mark-to-market value.