Contract analysis

I. EXAMINATION OBJECTIVES — OVERVIEW A. Primary Objectives The deposition of Victor Sandoval is the centerpiece of the discovery program in this matter. As Managing Member and CEO of Meridian Infrastructure Partners LLC ("Meridian"), Sandoval is the single most important fact witness on the defense side of this litigation. He is the individual who signed the Master Construction Agreement ("MCA"), dated March 15, 2020

1. Personal Knowledge and Involvement. Establish the full scope of Sandoval's personal knowledge of and involvement in all material decisions regarding the Northgate fiber build-out program under the MCA. This includes his participation in the negotiation and execution of the MCA, his ongoing oversight of the project, and his role as the ultimate decision-maker on Meridian's side. We must demonstrate that Sandoval ca

2. Schedule Delays and Quality Failures. Obtain admissions from Sandoval regarding Meridian's persistent and worsening schedule delays across all three phases of the project, its systemic quality failures (reflected in 287 non-conformance reports, of which 43 were classified as critical), and its inability to cure the material breaches identified in Cure Notices Nos. 1 and 2. Each admission should be tied to specific

3. Ridgepoint Capital Group LP Influence. Explore Meridian's financial condition, its overwhelming dependence on the Northgate contract (which represented approximately 45% of remaining backlog at the time of termination), and the influence exercised by Ridgepoint Capital Group LP ("Ridgepoint"), Meridian's 55% equity owner, on Meridian's operational decisions, its decision to initiate this litigation, and the parame

4. Undermine the Pretext Theory. Meridian's central theory of the case is that Northgate's termination for cause on April 1, 2024, was pretextual and motivated by a desire to bring fiber construction in-house or to re-procure at a lower cost following allegedly favorable market shifts. This theory must be systematically dismantled. We must demonstrate that (a) Northgate in fact contracted with a third-party replaceme

5. Lock Sandoval into Contract Positions. Lock Sandoval into specific positions on key contract provisions — MCA §§ 8.2 (Milestone Schedule), 9.1 (Liquidated Damages), 12.4 (Quality Standards), 14.1 (Termination for Cause), 14.3 (Termination for Convenience), 14.5 (Consequences of Termination for Cause), 16.1 (Change Orders), and 20.1 (Consequential Damages Waiver) — that support Northgate's defenses and counterclaim

6. Develop Counterclaim Record. Develop the evidentiary record supporting Northgate's counterclaims totaling $149 million: • Counterclaim I: $49,000,000 in liquidated damages for milestone delays (MCA § 9.1); • Counterclaim II: $81,700,000 in excess completion costs (the differential between the Crestline contract price of $712M and the remaining unperformed MCA value of $630.3M) (MCA § 14.5); • Counterclaim III: $18

7. Trial Impeachment Foundation. Lay a comprehensive foundation for impeachment at trial should Sandoval's testimony change between deposition and trial. Every key admission should be precisely stated, confirmed, and tied to documentary exhibits so that it can be used effectively in cross-examination at trial. B. Secondary Objectives In addition to the primary objectives set forth above, the examining attorney should

1. Corrective Action Plan Credibility. Explore Sandoval's credibility regarding the Corrective Action Plan submitted March 5, 2024, and whether it was genuinely feasible or was instead a tactical delay mechanism designed to forestall termination. The plan proposed additional crews, a nine-month schedule extension, and $87 million in additional compensation. Twelve additional critical NCRs issued in February 2024 — af

2. Ridgepoint and Common Interest Privilege. Probe the role of Ridgepoint Capital Group LP (55% equity owner; Graham Latimer, Managing Partner) in Meridian's decision-making, the extent to which Ridgepoint is funding this litigation (estimated at approximately $12 million in a litigation war chest), and whether the common interest privilege claimed by Meridian over 187 Meridian-Ridgepoint documents is legally and fac

3. Constructive Change Order and Force Majeure Defenses. Examine Meridian's two principal substantive defenses: (a) the alleged constructive change order defense, under which Meridian claims 14 instances of Owner-directed scope changes that were never formalized as Change Orders under MCA § 16.1; and (b) the force majeure defense based on COVID-19-related labor shortages and supply chain disruptions. Both defenses su

4. Dralvecen Commercial Finance Relationship. Test Sandoval's knowledge of Meridian's communications with Dralvecen Commercial Finance LLC (the lender on Meridian's $150 million revolving credit facility; Daniel Kwon, Relationship Manager) regarding the impact of the termination on Meridian's borrowing capacity, covenant compliance, and liquidity. These communications are relevant to both motive and damages.

5. Count IV Damages Assessment. Assess Sandoval's testimony regarding the calculation of the $200 million claim, particularly the Count IV claim for $34,133,333 in consequential damages for alleged loss of bonding capacity and reputational harm. This figure appears to be a "plug" number — the residual needed to reach the $200 million headline figure — and Sandoval should be pressed to explain its derivation with spec

II. WITNESS BACKGROUND AND FOUNDATION A. Personal Background The examination should begin by establishing Sandoval's background and credentials. This serves the dual purpose of settling Sandoval into the deposition and building the foundation for later argument that Sandoval was a sophisticated industry executive who understood the contractual obligations he undertook. Proposed examination topics:

1. Confirm Sandoval's full legal name, his current title (Managing Member and Chief Executive Officer of Meridian Infrastructure Partners LLC), and his business address at 1800 Post Oak Boulevard, Suite 1200, Houston, Texas 77056.

2. Elicit Sandoval's educational background, including any undergraduate and graduate degrees, professional certifications, or industry credentials relevant to the telecommunications construction industry.

3. Establish the length and nature of Sandoval's career in the fiber-optic and telecommunications construction industry. Determine the number of years he has worked in the industry, the positions he has held at prior companies, and the types and scale of projects he has managed or overseen.

4. Confirm that Sandoval founded Meridian Infrastructure Partners LLC in 2011. Establish the circumstances of Meridian's founding, including whether Sandoval formed the company specifically to pursue fiber-optic construction opportunities and what initial capitalization was involved.

5. Establish that Sandoval currently holds a 30% equity interest in Meridian, down from a larger ownership stake prior to Ridgepoint's 2018 acquisition of a 55% stake.

6. Inquire whether Sandoval holds any other positions, board memberships, or material business interests outside of Meridian. This may reveal additional areas of inquiry or potential conflicts. B. Meridian's Corporate Structure and Governance This section establishes the corporate structure within which Sandoval operates, with particular emphasis on the role of Ridgepoint Capital Group LP in Meridian's governance. Th

1. Confirm that Meridian Infrastructure Partners LLC is organized as a Delaware limited liability company, with Delaware Secretary of State File Number 6439821. Establish when the entity was formed and whether it has been in continuous good standing.

2. Confirm the ownership structure as of the relevant period: 55% Ridgepoint Capital Group LP; 30% Victor Sandoval; 15% allocated to a senior management equity pool. Identify the members of the senior management pool who hold equity and determine whether those individuals have any governance rights.

3. Establish Sandoval's authority as Managing Member under Meridian's LLC Agreement. Determine what decisions Sandoval can make unilaterally, what decisions require the approval of the members or the board/advisory committee, and what decisions are subject to Ridgepoint's consent or veto rights.

4. Identify the key members of Meridian's management team and their reporting relationships to Sandoval: • Bridget Yeung, Chief Operating Officer — responsible for day-to-day operations; • Randall Obrecht, Chief Financial Officer — responsible for financial management, reporting, and lender relations; • Marcus Henley, Vice President of Field Operations, Northeast Division — responsible for field operations on the Nor

5. Determine the composition and role of any board of directors, advisory committee, or similar governance body. Specifically, identify how many seats Ridgepoint holds, whether Ridgepoint has consent rights or veto rights over material contracts (including the MCA), capital expenditures, litigation decisions, or settlements, and how frequently the board or advisory committee meets.

6. Establish the approximate size and scale of Meridian as a company: approximately $620 million in annual revenue for fiscal year 2023, approximately 2,400 employees at peak staffing levels. This establishes that Meridian is a substantial enterprise with the resources and infrastructure to have performed the Northgate contract properly. C. Sandoval's Role on the Northgate Project This subsection focuses specifically

1. Establish that Sandoval personally participated in the negotiation of the MCA between NFA and Meridian. Determine who else at Meridian participated in the negotiations, whether Sandoval reviewed successive drafts of the MCA, and whether Sandoval was involved in negotiating specific provisions such as the milestone schedule (§ 8.2), the liquidated damages provision (§ 9.1), the termination provisions (§§ 14.1, 14.3

2. Confirm that Sandoval executed the MCA on behalf of Meridian on March 15, 2020. If he signed, obtain his confirmation that he read and understood the agreement before signing it. If he did not personally sign, determine who did and on what authority.

3. Determine the frequency and nature of Sandoval's communications with key NFA personnel during the life of the project. Specifically, determine how often Sandoval communicated with Renata Voss (NFA's Senior Vice President of Network Infrastructure and the individual who issued Cure Notice No. 1) and Sean Calloway (NFA's Director of Construction Management, who oversaw day-to-day project administration and milestone

4. Establish whether Sandoval attended milestone review meetings, project progress meetings, or escalation calls. Determine how frequently he attended, whether his attendance increased as delays worsened, and what role he played in those meetings.

5. Probe the distinction between Sandoval's claimed knowledge of day-to-day operations versus his high-level oversight role. If Sandoval attempts to distance himself from operational details, establish that his role as CEO and Managing Member nonetheless made him the ultimate decision-maker responsible for ensuring Meridian's contractual performance.

6. Confirm explicitly that Sandoval was the ultimate decision-maker on Meridian's side for the Northgate program, including decisions regarding resource allocation, personnel assignments, responses to Northgate's correspondence, and the decision to contest the termination and initiate litigation.

III. THE RIDGEPOINT CAPITAL GROUP RELATIONSHIP A. Ridgepoint's Acquisition and Investment Thesis Ridgepoint Capital Group LP's role in Meridian's decision-making is central to understanding both the financial pressures driving this litigation and the propriety of Meridian's assertion of common interest privilege over 187 documents. This section establishes the foundational facts regarding Ridgepoint's investment in M

1. Confirm that Ridgepoint Capital Group LP acquired a 55% equity stake in Meridian in 2018. Determine the approximate purchase price — our information indicates approximately $285 million — and the structure of the transaction (leveraged buyout, growth equity investment, or other).

2. Identify Graham Latimer as the Managing Partner of Ridgepoint and as Ridgepoint's primary point of contact with Sandoval and Meridian management. Establish the nature and frequency of Sandoval's communications with Latimer.

3. Establish that the Northgate MCA — with a total contract value of $1.2 billion over a five-year term — was an anchor program in Ridgepoint's investment thesis for the Meridian acquisition. Confirm Sandoval's awareness that the Northgate contract was a central component of the valuation at which Ridgepoint acquired its 55% stake. Probe whether the Northgate opportunity was discussed during the acquisition process a

4. Determine whether Sandoval or other Meridian management made any representations to Ridgepoint during the acquisition process regarding Meridian's capacity to perform large-scale fiber-optic construction programs at the scale contemplated by the Northgate MCA (18,500 route miles across seven states over five years). If representations were made, establish their content and the extent to which subsequent events bor

1. Determine the scope of Ridgepoint's consent rights or approval authority over material business decisions. Specifically, establish whether Ridgepoint had approval or veto rights over: (a) entry into material contracts (including the MCA); (b) capital expenditures above a specified threshold; (c) annual budgets and operating plans; (d) hiring and termination of senior management; (e) initiation of litigation or arb

2. Establish whether Ridgepoint required Meridian to provide regular reporting, including monthly or quarterly financial statements, project-level performance reports, and backlog analyses. Determine whether Northgate project performance was specifically reported to Ridgepoint and at what level of detail.

3. Determine whether Ridgepoint representatives were present at, or received minutes or summaries of, Northgate project progress meetings, milestone review meetings, or escalation calls. If Ridgepoint was receiving project-level information, this undermines any claim that Ridgepoint's interest in the Northgate matters was purely financial rather than operational.

4. Probe whether Ridgepoint expressed concerns about the schedule delays or quality issues on the Northgate project at any point during the life of the contract. If Ridgepoint raised concerns, what was the substance of those concerns, when were they raised, and what response did Sandoval provide?

5. Determine whether there were any communications between Sandoval and Latimer (or other Ridgepoint personnel) specifically regarding Northgate's Cure Notices (No. 1 dated January 18, 2024; No. 2 dated February 19, 2024) or the Notice of Termination for Cause dated April 1, 2024. If such communications occurred, establish their timing, participants, and general substance (to the extent not privileged). C. Ridgepoint

1. Confirm that Ridgepoint has funded Meridian's litigation costs in this matter. Meridian's discovery responses indicate an estimated litigation war chest of approximately $12 million. Determine the accuracy of that figure and whether it has increased since the initial disclosure.

2. Establish the nature of Ridgepoint's funding arrangement. Is the funding structured as a direct equity contribution to Meridian, a loan from Ridgepoint to Meridian, an advancement under the LLC Agreement, or some other mechanism? Determine whether Ridgepoint has any right of recovery or repayment if Meridian is unsuccessful in the litigation.

3. Probe whether Ridgepoint directed or influenced the decision to file suit against Northgate, or whether the decision was Sandoval's independent judgment as Managing Member. Determine the sequence of events: did Sandoval decide to contest the termination and then seek Ridgepoint's financial support, or did Ridgepoint direct that the termination be contested?

4. Determine the extent of Ridgepoint's involvement in litigation strategy. Has Ridgepoint communicated with Meridian or Meridian's counsel regarding litigation strategy, settlement authority, or acceptable settlement outcomes? If so, what is the nature of those communications?

5. Lay foundation for our Cross-Motion for Protective Order, filed December 6, 2024, challenging Meridian's assertion of common interest privilege over 187 Meridian-Ridgepoint documents. Specifically probe: • Whether there is a formal, written joint defense agreement or common interest agreement between Meridian and Ridgepoint; • If so, when it was executed, by whom, and what its terms provide; • If not, on what basi

1. Ridgepoint investment memorandum or term sheet from the 2018 acquisition (to the extent produced in discovery — if withheld, note the withholding on the record);

2. Meridian board or advisory committee meeting minutes that reference the Northgate project, particularly any minutes reflecting discussion of project delays, quality issues, cure notices, or the termination;

3. Produced correspondence between Sandoval and Graham Latimer or other Ridgepoint representatives (note that 187 documents have been withheld under common interest privilege — use whatever has been produced to probe the scope and nature of the withheld communications);

4. Meridian's privilege log entries for the 187 withheld documents (use to question Sandoval about the general subject matter of the communications without invading privilege).

IV. MERIDIAN'S FINANCIAL CONDITION AND CONTRACT DEPENDENCE A. Meridian's Revenue and Profitability This section establishes the financial context in which Meridian's claims and litigation posture must be evaluated. The Northgate contract was by far the largest contract in Meridian's portfolio, and its loss had a devastating impact on Meridian's financial position. This context supports the argument that Meridian's li

1. Establish Meridian's key financial metrics for fiscal year 2023: approximately $620 million in annual revenue and approximately $58.9 million in EBITDA, representing a 9.5% EBITDA margin. Compare these figures to prior years if possible to establish the trend line.

2. Determine the Northgate contract's contribution to Meridian's overall revenue and backlog. Establish what percentage of Meridian's FY2023 revenue was attributable to the Northgate contract and what percentage of Meridian's total backlog the Northgate contract represented at various points during the life of the contract.

3. Confirm that Meridian's total backlog at the time of termination was approximately $1.4 billion, of which the Northgate contract represented approximately $630.3 million in remaining unperformed value. Establish that following the termination, Meridian's backlog dropped to approximately $770 million — a decline of approximately 45%.

4. Probe the impact of the contract loss on Meridian's financial projections and workforce. Did Meridian have to lay off employees following the termination? Did Meridian revise its revenue or profitability projections? Were any internal financial analyses prepared that quantified the impact of losing the Northgate contract? B. Dralvecen Commercial Finance Revolving Credit Facility Meridian's credit facility is relev

1. Confirm that Meridian maintains a $150 million revolving credit facility from Dralvecen Commercial Finance LLC, with Daniel Kwon serving as the Relationship Manager.

2. Determine whether the Northgate contract or receivables thereunder were used as collateral or as part of the borrowing base calculation for the revolving credit facility. If the Northgate contract was a component of the borrowing base, establish the magnitude of the reduction in borrowing capacity caused by the termination.

3. Establish whether Dralvecen asserted lien interests in Meridian's receivables from the Northgate contract and, if so, how that affected the parties' rights with respect to disputed invoices and retainage.

4. Determine whether Dralvecen communicated with Meridian regarding the termination's impact on the credit facility. Did Dralvecen send any notices, demand letters, or default notices following the termination?