Contract analysis

I. Executive Summary This memorandum sets forth the results of our review, on behalf of Ironside Capital Management LP ("Ironside") and ICM Cascadia Co-Invest, LP (the "Vehicle" or "ICM Co-Invest"), of the debt commitment letter dated August 30, 2022 (the "Commitment Letter") executed by Atlas National Bank, N.A. ("Atlas"), as lead arranger and administrative agent, and Pinnacle Credit Partners LLC ("Pinnacle"), as c

II. Overview of Financing Structure A. Senior Secured Term Loan Facility The Commitment Letter provides for a senior secured term loan facility in an aggregate principal amount of $975,000,000 (the "Term Loan"), committed as follows: (i) Atlas National Bank, N.A. — $650,000,000 (lead arranger, sole bookrunner, and administrative agent). Atlas's principal office is located at 383 Madison Avenue, New York, New York 101

III. Key Terms of the Commitment Letter A. Commitment and Syndication Atlas is designated in the Commitment Letter as the sole lead arranger, sole bookrunner, and administrative agent for both the Term Loan and the Revolving Facility. Pinnacle is designated as co-lender with a fixed hold amount of $325,000,000 under the Term Loan. Pinnacle does not participate in the Revolving Facility. Atlas retains the right to syn

1. EPA Execution and Consistency. Execution and delivery of the Equity Purchase Agreement (the "EPA") in form and substance consistent with the draft EPA delivered to the lenders on or about August 25, 2022 (the "Specified EPA"). This condition is designed to ensure that the lenders are extending credit on the basis of the transaction terms they reviewed during the commitment process.

2. No Materially Adverse EPA Amendments. No amendment, modification, or waiver of the EPA that is materially adverse to the interests of the lenders shall have been effected without the prior written consent of the administrative agent (acting on behalf of the lenders). This provision gives the lenders a consent right over changes to the acquisition agreement that could negatively affect the credit, while permitting

3. Equity Contribution Condition. Consummation of the equity contribution by Fund IV and ICM Co-Invest in the aggregate amount of not less than $1,050,000,000, in accordance with the terms of the Co-Investment Allocation Agreement and the contribution mechanics set forth in the EPA. This condition is discussed in greater detail in Section VIII.A below.

4. Specified Representations. Accuracy of the "specified representations" made by the borrower (AcquisitionCo) in the definitive credit agreement. The specified representations are limited to customary borrower-side representations relating to: (a) due organization and good standing; (b) corporate authorization and enforceability; (c) no conflicts with applicable laws; (d) compliance with Federal Reserve Board margin

5. Specified Acquisition Agreement Representations. Accuracy of the "Specified Acquisition Agreement Representations" — that is, representations made by the Target (Cascadia) in the EPA that are material to the interests of the lenders, but only to the extent that AcquisitionCo would have the right not to consummate the Acquisition as a result of a breach of such representations. This "double materiality" concept is

6. Customary Closing Documents. Delivery of customary closing deliverables, including: officer's certificates from AcquisitionCo, Cascadia, and each subsidiary guarantor; legal opinions from counsel to the borrower and guarantors; evidence of insurance meeting the requirements of the credit agreement; UCC-1 financing statements and other security interest perfection documents; and a solvency certificate from the Chie

7. Intercreditor / Subordination Arrangements. Receipt by the lenders of an acceptable intercreditor agreement or subordination arrangement in the event that any mezzanine, subordinated, or second-lien debt is introduced into the capital structure (whether as a result of structural flex or otherwise). As of the date of this memorandum, no such debt is contemplated in the base-case financing structure.

8. Payment of Fees and Expenses. Payment of all fees and expenses owing to the lenders (and their counsel) under the Commitment Letter, the fee letter, and the definitive credit agreement, to the extent invoiced at least three (3) business days prior to the Closing Date.

9. Regulatory Approvals. Receipt of specified regulatory approvals, consisting of: (a) approval by the Federal Energy Regulatory Commission ("FERC") under Section 203 of the Federal Power Act for the transfer of jurisdictional assets and hydroelectric licenses (Docket No. EC22-143-000); and (b) approval by the Oregon Public Utility Commission ("OPUC") for the transfer of utility assets (Docket No. UM-2287). Each such

10. No Material Adverse Effect. No Material Adverse Effect (as defined in the EPA) shall have occurred with respect to the Target since the date of the EPA. The MAE condition is discussed in Section V.C below. Key Observation for ICM Co-Invest. The equity contribution condition (item 3 above) requires the full $1,050,000,000 in equity to be funded by Fund IV and ICM Co-Invest as a condition to the lenders' obligation

IV. Market Flex Provisions A. Overview. The Commitment Letter includes a customary "market flex" provision permitting Atlas, in its capacity as lead arranger and sole bookrunner, to modify certain terms of the financing to facilitate successful syndication of the Term Loan. Market flex provisions are standard features of commitment letters for syndicated loan transactions and are designed to give the lead arranger fl

V. SunGard Provisions A. Limited Conditionality Framework The Commitment Letter incorporates a "SunGard" or "certain funds" framework — so named after the landmark 2005 leveraged buyout of SunGard Data Systems, Inc., which established the market convention for limiting the conditions precedent in acquisition commitment letters. The SunGard framework is now the standard approach in leveraged acquisition financings and

VI. Regulatory Approval Conditions As set forth in condition precedent item 9 of Section III.B above, lender funding is conditioned on the receipt of two specified regulatory approvals: FERC Section 203 Approval. Section 203 of the Federal Power Act requires prior authorization from FERC for any transfer of jurisdictional facilities or any change in control of a public utility holding company. Because the Acquisition

VII. Interaction with Equity Purchase Agreement A. EPA Consistency Requirement The Commitment Letter requires that the EPA, as executed, be "in form and substance consistent with" the draft EPA delivered to the lenders on or about August 25, 2022 (the "Specified EPA"). This condition ensures that the lenders are extending credit on the basis of the transaction terms they reviewed during the commitment process and tha

VIII. Co-Investment Vehicle–Specific Considerations A. Equity Contribution Mechanics As described in Section III.B above, the Commitment Letter includes an equity contribution condition requiring that Fund IV and ICM Co-Invest collectively fund not less than $1,050,000,000 in equity at closing. This condition is a standard feature of leveraged acquisition commitment letters and ensures that the lenders' credit exposu