Contract analysis

I. Introduction and Purpose Calderwood & Harkness LLP ("C&H" or "we") represents Ironside Capital Management LP ("Ironside"), a Delaware limited partnership and the sole limited partner (holding a 99.99% limited partnership interest, representing a capital commitment of $299,970,000) in ICM Cascadia Co-Invest, LP ("ICM Co-Invest" or the "Co-Investment Vehicle"), EIN 88-3921457, a Delaware limited partnership formed o

II. Overview of Co-Investment Structure and Rationale for Comments Before turning to our specific comments on the Term Sheet, we believe it is useful to provide an overview of the co-investment structure to ensure that Atlas and its counsel have a complete understanding of the governance dynamics and contractual arrangements that inform our requests. Structure. Meridian Infrastructure GP IV LLC ("Meridian GP IV" or t

III. Specific Comments on Credit Agreement Term Sheet We turn now to our specific comments on the Term Sheet. Each comment is organized by subject matter and identifies the relevant section or concept in the Term Sheet to which it relates. Where applicable, we have cross-referenced the governing provisions of the LP Agreement and other transaction documents. A. Equity Cure Rights We request that the credit agreement

1. Pro Rata Cure Contributions. ICM Co-Invest's equity cure contributions should be limited to its pro rata share (28.57%) of any required cure amount. ICM Co-Invest should not be required to fund more than its proportionate share of any equity cure, and the credit agreement should not condition the effectiveness of a cure on funding by both equity sponsors if one is willing and able to cure.

2. Frequency and Availability. The equity cure right should be available for a minimum of two (2) consecutive fiscal quarters and should be exercisable no more than two (2) times in any rolling four-quarter period. This frequency limitation is consistent with market precedent for sponsor-backed acquisition financings and provides adequate flexibility while appropriately protecting the Lenders' interests.

3. Treatment of Cure Contributions. Equity cure contributions should be treated as additions to EBITDA (as defined in the credit agreement) for purposes of calculating the leverage ratio and any other financial covenant that is the subject of the cure. This treatment ensures that the cure has the intended economic effect and is consistent with the methodology commonly employed in comparable transactions.

4. Cure Period. The equity sponsors should have a period of fifteen (15) business days following delivery of the compliance certificate that evidences the financial covenant breach within which to fund the equity cure contribution. This period provides sufficient time for the equity sponsors to coordinate internally, process capital calls (including under the notice and funding procedures set forth in Section 4.01 of

5. Binding Effect and Preclusion of Remedies. The exercise of an equity cure right by either Fund IV or ICM Co-Invest (or both) should be binding on the Lenders and should preclude any acceleration of the obligations under the credit agreement, any exercise of remedies against the collateral, and any declaration of an event of default based on the cured covenant breach, in each case during the pendency of the cure pe

6. Independent Cure Right. The credit agreement should expressly confirm that the failure by Fund IV to fund its pro rata share of a required equity cure does not impair or extinguish ICM Co-Invest's ability to cure the covenant breach on its own by funding its pro rata share (or, if it so elects, a greater amount). Conversely, the failure by ICM Co-Invest to fund its pro rata share should not impair Fund IV's indepe

I. Assignment and Transfer Provisions The credit agreement should provide appropriate flexibility for transfers of ICM Co-Invest's equity interest in AcquisitionCo and for the replacement of the Co-Investment Vehicle in certain restructuring scenarios: (a) Transfers to Affiliates. ICM Co-Invest should be permitted to assign or transfer its equity interest in AcquisitionCo to Ironside or any affiliate of Ironside with

IV. Coordination with Transaction Documents We wish to highlight several matters relating to the coordination of the credit agreement with other transaction documents that are relevant to our comments. The Equity Purchase Agreement for the acquisition is expected to be executed on or about September 15, 2022. Certain closing conditions in the credit agreement — including the regulatory conditions described in Section

V. Process and Next Steps We respectfully request that Atlas and its counsel prepare and circulate a revised Term Sheet incorporating the comments set forth in this letter within ten (10) business days of the date hereof, i.e., on or before September 20, 2022. Prior to the preparation and turn of the full credit agreement draft, we request a call or meeting among counsel — including representatives of Calderwood & Ha

VI. Reservation of Rights This letter does not constitute, and shall not be construed as, a waiver of any rights of Ironside, ICM Co-Invest, or any of their respective affiliates under the LP Agreement, the Side Letter, the Co-Investment Allocation Agreement, or any other transaction document executed or to be executed in connection with the proposed acquisition. Ironside and ICM Co-Invest expressly reserve the right

VII. Closing We appreciate your attention to the foregoing comments and look forward to working with you and with Atlas's counsel to finalize the credit agreement on terms that are acceptable to all parties. Please do not hesitate to contact us if you have any questions or wish to discuss any aspect of this letter. Very truly yours, CALDERWOOD & HARKNESS LLP By: ________ Pamela Cross Partner Direct Telephone: (212) 5

Section 4.01 of the LP Agreement governs the mechanics by which the General Partner may call capital from the partners of ICM Co-Invest. Key provisions include: • The General Partner may issue capital calls from time to time in its sole discretion, in each case by delivering written notice to each partner not less than ten (10) business days prior to the applicable funding date. • Each capital call shall be made on a

Section 7.04 — Material Impediment Event; Dormancy; Wind-Down

Section 7.04 of the LP Agreement addresses the procedures that apply in the event that the proposed acquisition cannot be consummated due to circumstances beyond the reasonable control of the parties. Key provisions include: • Section 7.04(a) — Declaration of Material Impediment Event. The General Partner may declare a "Material Impediment Event" if it determines, in its reasonable judgment, that a material regulator