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Contract analysis / letter-closing-delay-notification.docx
letter-closing-delay-notification.docx
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I. Purpose of This Letter
I. Purpose of This Letter As you are aware, Calderwood & Harkness LLP represents Calloway-Briggs Renewables Inc. ("CBR") in connection with the above-referenced tax-equity and transferable tax-credit financing of the Solstice Portfolio (the "Transaction"). We are writing on behalf of CBR to formally notify Ridgeline Capital Partners, LLC ("Ridgeline"), through its counsel Whitfield & Ayers LLP, and Pinehurst Insuranc
II. Reason for Delay — Amistad Solar Interconnection
II. Reason for Delay — Amistad Solar Interconnection As the parties are aware, the Solstice Portfolio comprises seven utility-scale solar photovoltaic projects totaling approximately 420 MW(dc) of installed capacity, located across the states of Texas and New Mexico. Six of the seven projects have achieved commercial operation and have received all required interconnection confirmations from the applicable grid opera
III. Status of All Other Conditions Precedent
Standard
⚑ Commercial term
III. Status of All Other Conditions Precedent CBR confirms that, as of the date of this letter, all other conditions precedent to Closing under the Transaction Documents have been satisfied or remain on track for timely satisfaction by the Revised Closing Date, including without limitation the following: (a) Execution and Delivery of All Transaction Documents. All Transaction Documents were duly executed and delivere
IV. Revised Funding Timeline
IV. Revised Funding Timeline As a result of the extension of the Closing date, the following revised funding timeline will apply: With respect to the Pinehurst escrow deposit, we note that, calculated on a business-day basis, five business days prior to December 8, 2023 falls on either November 30, 2023 or December 1, 2023, depending on whether the Thanksgiving holiday weekend (November 23–24, 2023) is taken into acc
V. Impact on Transaction Economics
High
⚑ Indemnity / guarantee obligation
V. Impact on Transaction Economics CBR confirms that the eight-day extension of the Closing date does not alter any material economic term of the Transaction. Specifically: • Tax-equity commitment: Ridgeline's aggregate capital commitment to Solstice Holdings, LLC remains $120,000,000 (comprising the $96,000,000 first tranche and the $24,000,000 second tranche), as set forth in the Capital Contribution Agreement. • T
VI. Action Items and Requests of Counsel
VI. Action Items and Requests of Counsel In light of the foregoing, we respectfully request the following:
1. Ridgeline Acknowledgment and Consent. We request that Whitfield & Ayers confirm, on be
1. Ridgeline Acknowledgment and Consent. We request that Whitfield & Ayers confirm, on behalf of Ridgeline Capital Partners, LLC, Ridgeline's acknowledgment of and consent to the extension of the Closing date to the Revised Closing Date of December 8, 2023. We ask that this confirmation be provided at the earliest practicable date, and in any event no later than November 29, 2023, so that the revised timeline can be
2. Pinehurst Acknowledgment and Consent. We request that Thornberry Mack confirm, on beha
2. Pinehurst Acknowledgment and Consent. We request that Thornberry Mack confirm, on behalf of Pinehurst Insurance Group, Inc., Pinehurst's acknowledgment of and consent to the Revised Closing Date, and that Pinehurst adjust the timing for its escrow deposit of $55,200,000 accordingly. As noted in Section IV above, the deposit should be made no later than December 1, 2023 (five business days prior to the Revised Clos
3. Notification to Osprey National Bank. We request that both Whitfield & Ayers and Thorn
3. Notification to Osprey National Bank. We request that both Whitfield & Ayers and Thornberry Mack relay this notification to Osprey National Bank, N.A. (to the attention of Frank DiNapoli and Anita Reyes) to the extent required under the construction credit facility, the back-leverage term loan, or any related intercreditor arrangement. Calderwood & Harkness will also communicate directly with Osprey regarding the
4. Clearwater Escrow Services. Calderwood & Harkness will separately communicate with Cle
4. Clearwater Escrow Services. Calderwood & Harkness will separately communicate with Clearwater Escrow Services, Inc. (James Harding) regarding the revised escrow release timing and any required amendments or instructions with respect to escrow account CES-2023-80114.
5. Conference Call to Coordinate Revised Closing Logistics. We suggest that a conference
5. Conference Call to Coordinate Revised Closing Logistics. We suggest that a conference call be scheduled among the deal teams at the earliest mutually convenient time to coordinate the revised closing logistics, discuss any open items or questions, and confirm the revised closing checklist. For purposes of scheduling and day-to-day coordination, the following individuals should serve as primary points of contact: •
VII. Reservation of Rights
Medium
⚑ Forum / governing law
VII. Reservation of Rights This letter is not intended to, and shall not be deemed to, waive, modify, amend, or otherwise alter any rights, remedies, or obligations of CBR, CBR Solstice Manager, LLC, or Solstice Holdings, LLC under the Transaction Documents, except as expressly set forth herein with respect to the extension of the Closing date from November 30, 2023 to December 8, 2023. All representations, warrantie