lender-notice-prairie-mesquite.docx

1015-00001 · Graymont Brothers Inc · Debt & Lender Consents

lender-notice-prairie-mesquite.docx DOCUMENT Capital Markets

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DRAFT — PRIVILEGED AND CONFIDENTIAL — PREPARED BY CALDERWOOD & HARKNESS LLP C&H Matter No. 1015-00001 This draft has not been executed or delivered. The proposed IPO of Calloway-Briggs Renewables Inc. was placed in dormant status on June 17, 2022.

MESQUITE WIND HOLDINGS LLC c/o Calloway-Briggs Renewables Inc. 4200 Ridgeline Parkway, Suite 1100 Austin, TX 78746

[__], 2022

Prairie Commercial Bank, N.A. As Administrative Agent under the Credit Agreement (defined below) 2200 Ross Avenue, Suite 3600 Dallas, TX 75201

Attention: Brent Hollowell, Senior Vice President, Project Finance

Re: Notice Pursuant to Section [__] of that certain Construction-to-Term Credit Agreement, dated as of [________], by and among Mesquite Wind Holdings LLC, as Borrower, Prairie Commercial Bank, N.A., as Administrative Agent and Lead Arranger, and the lenders from time to time party thereto (as amended, restated, supplemented, or otherwise modified from time to time, the "Credit Agreement") — Facility Size: $165,000,000; Expected Conversion Date: December 2024 — Notice of Proposed Initial Public Offering of Calloway-Briggs Renewables Inc.

Dear Mr. Hollowell:

1. Delivery of Notice

This letter constitutes formal notice (this "Notice") delivered by Mesquite Wind Holdings LLC, a Texas limited liability company (the "Borrower"), to Prairie Commercial Bank, N.A., a national banking association, in its capacity as Administrative Agent (the "Administrative Agent") under the Credit Agreement referenced above, pursuant to Section [__] (Notices / Reporting Covenants / Change of Control or Ownership) of the Credit Agreement. The Borrower is providing this Notice in order to inform the Administrative Agent and the Lenders (as defined in the Credit Agreement) of the transaction described in Section 2 below.

Capitalized terms used but not otherwise defined in this Notice shall have the respective meanings ascribed to such terms in the Credit Agreement.

As background, the Borrower is a Texas limited liability company and a wholly-owned indirect subsidiary of Calloway-Briggs Renewables Inc., a Delaware corporation ("CBR" or the "Parent"). The Borrower's sole member is Calloway-Briggs Operating Company LLC, a Texas limited liability company ("CBOC"), whose sole member is CBR Holdings LLC, a Delaware limited liability company ("CBR Holdings"), whose sole member is CBR. The Borrower is the owner and developer of the Mesquite Wind project, a 420 MW onshore wind generation facility located in Oldham County, Texas (the "Project"), and the Credit Agreement was entered into for the purpose of financing the construction and term operation of the Project.

2. Description of the Proposed Transaction

The Borrower hereby notifies the Administrative Agent that CBR has filed a confidential draft registration statement on Form S-1 (the "Registration Statement") with the Securities and Exchange Commission (the "SEC") in connection with a proposed initial public offering of shares of its common stock, par value $0.01 per share (the "IPO"). As of the date hereof, the Registration Statement remains confidential and has not been publicly filed. CBR anticipates that one or more amendments to the Registration Statement will be filed with the SEC prior to any public filing, and that the Registration Statement will be declared effective by the SEC prior to the consummation of the IPO.

The IPO is proposed to be underwritten by the following investment banking firms: Hargrove Keating & Co. (as lead-left book-running manager and representative of the several underwriters), Linden Pratt Securities LLC and Graymont Brothers Inc. (as joint book-running managers), together with Barfield Stuart & Co. and Crane Whitley Capital LLC (as co-managers) (collectively, the "Underwriters"). CBR expects to enter into an underwriting agreement with the Underwriters in customary form in connection with the IPO.

Based on current estimates and assumptions, the proposed aggregate offering size is approximately $600,000,000, inclusive of a 15% overallotment option (commonly referred to as a "greenshoe"), at an assumed midpoint offering price of $22.00 per share. The offering contemplates the following components:

(a) the issuance and sale by CBR of newly issued primary shares of its common stock representing approximately $371,700,000 of the base offering (before giving effect to the exercise of the overallotment option); and

(b) the sale by Pinnacle Vista Capital Partners III, LP, a Delaware limited partnership ("Pinnacle Vista"), of secondary shares of CBR common stock representing approximately $150,000,000 of the base offering (before giving effect to the exercise of the overallotment option). Pinnacle Vista is a private equity fund managed by affiliates of Pinnacle Vista Capital Management LLC and is currently the largest stockholder of CBR.

The foregoing offering size, price, and allocation between primary and secondary shares are preliminary estimates only and remain subject to change based on market conditions, SEC comments, investor feedback, and other factors. The actual terms of the IPO may differ materially from those described herein.

CBR intends to apply to list its common stock on the New York Stock Exchange (the "NYSE") under the proposed ticker symbol "CBRI." Listing on the NYSE will be subject to the satisfaction of applicable listing standards and conditions.

The net proceeds to CBR from the primary offering (after deducting underwriting discounts and commissions and estimated offering expenses) are expected to be used as follows:

(a) approximately $200,000,000 will be used to repay a portion of the outstanding balance under CBR's existing Term Loan B facility with Veltrano National Bank, as administrative agent (the "Veltrano Term Loan B"), which matures on [__], 202[];

(b) approximately $100,000,000 will be allocated toward the funding of construction costs associated with the Cimarron Solar project, a 350 MW utility-scale solar generation facility currently under development in Reeves County, Texas; and

(c) the balance will be used for general corporate purposes, which may include working capital, capital expenditures, and other investments in CBR's renewable energy development pipeline.

CBR will not receive any of the proceeds from the sale of secondary shares by Pinnacle Vista.

The timing of the IPO remains subject to market conditions, the SEC review process, and other customary conditions, and there can be no assurance that the IPO will be consummated on the terms described herein, or at all.

3. Impact on Ownership Structure

Pre-IPO Ownership. Prior to the consummation of the IPO, CBR's common stock (on a fully diluted basis, including outstanding equity awards under CBR's existing equity incentive plans) is held approximately as follows:

(a) Pinnacle Vista Capital Partners III, LP — approximately 62% of fully diluted common stock;

(b) founders and members of management — approximately 24% of fully diluted common stock; and

(c) other pre-IPO holders (including certain former and current employees, advisors, and minority co-investors) — approximately 14% of fully diluted common stock.

Post-IPO Ownership. Following the consummation of the IPO (assuming the base offering is completed at the assumed midpoint offering price of $22.00 per share and no exercise of the overallotment option), CBR will have approximately 123,713,636 shares of common stock outstanding. Pinnacle Vista will continue to hold a significant ownership interest in CBR following the IPO; however, Pinnacle Vista's percentage ownership of CBR's outstanding common stock will be diluted as a result of the issuance of primary shares by CBR and the sale of secondary shares by Pinnacle Vista in the IPO. The precise post-IPO ownership percentages of Pinnacle Vista and the other pre-IPO stockholders will depend on the final offering size, pricing, and the extent to which the overallotment option is exercised by the Underwriters.

No Change to Borrower Ownership. The Borrower (Mesquite Wind Holdings LLC) will remain a wholly-owned indirect subsidiary of CBR following the consummation of the IPO. The chain of ownership between CBR and the Borrower will continue to be as follows:

Calloway-Briggs Renewables Inc. (Delaware corporation) → CBR Holdings LLC (Delaware limited liability company, wholly-owned subsidiary of CBR) → Calloway-Briggs Operating Company LLC (Texas limited liability company, wholly-owned subsidiary of CBR Holdings) → Mesquite Wind Holdings LLC (Texas limited liability company, wholly-owned subsidiary of CBOC)

The IPO is not expected to result in any change to the direct or indirect ownership of the Borrower or to the pledged equity interests or collateral under the Credit Agreement. No reorganization, merger, conversion, or other structural change to the Borrower, CBOC, or CBR Holdings is contemplated in connection with the IPO. The pledge of 100% of the membership interests in the Borrower held by CBOC, and all other Collateral (as defined in the Credit Agreement), are expected to remain in full force and effect following the consummation of the IPO.

The Borrower hereby confirms that CBR will continue to be the ultimate parent entity of the Borrower after the consummation of the IPO.

4. Representations Regarding Credit Agreement Provisions

The Borrower represents that, based on its review of the Credit Agreement (including, without limitation, the definitions of "Change of Control," "Permitted Holders," and "Sponsor" set forth therein, and the covenants, events of default, and other provisions related to changes in ownership or control of the Borrower or its direct or indirect parent entities), the consummation of the IPO is not expected to constitute a "Change of Control" or trigger an "Event of Default" under the Credit Agreement, provided that the following conditions are satisfied at or prior to the consummation of the IPO:

[Note: The specific conditions to be enumerated in this Section 4 are subject to final review and confirmation against the applicable provisions of the Credit Agreement. Bracketed conditions to be completed upon receipt of final counsel analysis. Relevant provisions to review include, without limitation: (i) the definition of "Change of Control" and whether the IPO triggers any prong thereof, including any "Permitted Holders" or "Sponsor" carve-out; (ii) the ownership threshold applicable to Permitted Holders and whether Pinnacle Vista's post-IPO ownership satisfies such threshold; (iii) any negative covenant restricting changes in organizational structure or issuances of equity by parent entities; and (iv) any reporting or notice requirements triggered by the IPO or the filing of the Registration Statement.]

The Borrower further notes that CBR and its affiliates are in the process of providing similar notices or seeking consents, as applicable, under the following additional credit facilities in connection with the proposed IPO:

(a) CBR's Corporate Revolving Credit Facility (the "$250,000,000 Revolving Credit Agreement, dated as of [__], among CBR, as Borrower, Veltrano National Bank, as Administrative Agent, and the lenders party thereto");

(b) CBR's Term Loan B (the "Term Loan B Credit Agreement, dated as of [__], among CBR, as Borrower, Veltrano National Bank, as Administrative Agent, and the lenders party thereto"); and

(c) the Cimarron Solar construction-to-term facility (the "Credit Agreement, dated as of [__], among Cimarron Solar Holdings LLC, as Borrower, Prairie Commercial Bank, N.A., as Administrative Agent, and the lenders party thereto").

To the extent that the Credit Agreement requires any consent, waiver, acknowledgment, or other action from the Administrative Agent or the Lenders in connection with the IPO or any related transaction, the Borrower respectfully requests that the Administrative Agent (i) confirm receipt of this Notice, (ii) promptly advise the Borrower of any additional information, documentation, or other requirements that the Administrative Agent or any Lender may have in connection with the IPO, and (iii) indicate whether the Administrative Agent believes that the consent or waiver of the Lenders (or the Required Lenders) is required in connection with the consummation of the IPO. The Borrower and its advisors are prepared to discuss any questions or concerns that the Administrative Agent or the Lenders may have regarding the proposed IPO and to provide such additional information as may be reasonably requested.

5. Project Status Update

As additional context for the Administrative Agent and the Lenders, the Borrower confirms that the Mesquite Wind project (420 MW onshore wind generation facility, located in Oldham County, Texas) remains under construction and is progressing in accordance with the construction schedule set forth in the Credit Agreement. Based on current projections, the Project is expected to achieve commercial operation in the third quarter of 2022. The Borrower has previously provided updated construction progress reports and independent engineer certificates to the Administrative Agent in accordance with the reporting requirements of the Credit Agreement.

As noted above, the Credit Agreement has a total commitment amount of $165,000,000, with a construction-to-term conversion date of December 2024. The Borrower continues to draw on the construction loan tranche to fund eligible project costs in the ordinary course.

The Borrower is not aware of any event, circumstance, or condition that would constitute, or with the passage of time or the giving of notice (or both) would constitute, a Default or an Event of Default under the Credit Agreement as of the date hereof, other than as may have been disclosed in prior notices delivered to the Administrative Agent.

6. Contact Information

Any questions, requests for additional information, or correspondence relating to this Notice or the proposed IPO should be directed to:

Priya Anand Senior Vice President, Finance & Treasurer Calloway-Briggs Renewables Inc. 4200 Ridgeline Parkway, Suite 1100 Austin, TX 78746 Telephone: [to be inserted]

Email: [to be inserted]

with a copy to:

Calderwood & Harkness LLP 599 Lexington Avenue New York, NY 10022

Attention: Jennifer Kwon / Brendan Walsh

Telephone: [to be inserted]

Email: [to be inserted]

and a copy to:

Sandra Haverford General Counsel & Corporate Secretary Calloway-Briggs Renewables Inc. 4200 Ridgeline Parkway, Suite 1100 Austin, TX 78746 Telephone: [to be inserted]

Email: [to be inserted]

7. Reservation of Rights; No Waiver

This Notice is delivered solely for informational purposes and in satisfaction of the Borrower's obligations under the Credit Agreement. Nothing in this Notice shall constitute, or be deemed to constitute, an amendment, modification, or waiver of any provision of the Credit Agreement or any other Loan Document (as defined in the Credit Agreement), and neither the delivery of this Notice nor any action taken or omitted to be taken by the Administrative Agent or any Lender in connection herewith shall be construed as a consent to, or approval of, the IPO or any related transaction except as may be expressly agreed in writing by the Administrative Agent and/or the Lenders in accordance with the terms of the Credit Agreement.

The Borrower hereby expressly reserves all of its rights, remedies, and defenses under the Credit Agreement, the other Loan Documents, and applicable law, and nothing in this Notice shall be deemed to constitute a waiver or relinquishment of any such rights, remedies, or defenses.

Furthermore, nothing in this Notice shall be deemed to constitute an admission by the Borrower that the IPO or any related transaction requires the consent, approval, or waiver of the Administrative Agent or any Lender, except to the extent expressly and unambiguously provided in the Credit Agreement. The Borrower's delivery of this Notice is without prejudice to the Borrower's position that the IPO does not constitute a "Change of Control" or an "Event of Default" under the Credit Agreement.

8. Governing Law

This Notice shall be governed by and construed in accordance with the laws governing the Credit Agreement, which are expected to be the laws of the State of [Texas/New York] (to be confirmed against the governing law provision of the Credit Agreement), without regard to conflicts of law principles that would result in the application of the laws of any other jurisdiction.

[Signature Page Follows]

[Signature Page to Notice of Proposed Initial Public Offering]

Very truly yours,

MESQUITE WIND HOLDINGS LLC

By: Calloway-Briggs Operating Company LLC,

its sole member

By: CBR Holdings LLC,

its sole member

By: Calloway-Briggs Renewables Inc.,

its sole member

By: ________

Name: Priya Anand

Title: Senior Vice President, Finance & Treasurer

Date: [__], 2022

cc:

Sandra Haverford, General Counsel & Corporate Secretary, Calloway-Briggs Renewables Inc. Jennifer Kwon, Partner, Calderwood & Harkness LLP Brendan Walsh, Associate, Calderwood & Harkness LLP Priya Anand, SVP, Finance & Treasurer, Calloway-Briggs Renewables Inc. (internal distribution) Marcus Yoon, Vice President, Finance, Calloway-Briggs Renewables Inc. (internal distribution)

DRAFT — PRIVILEGED AND CONFIDENTIAL — PREPARED BY CALDERWOOD & HARKNESS LLP C&H Matter No. 1015-00001 This draft has not been executed or delivered. The proposed IPO of Calloway-Briggs Renewables Inc. was placed in dormant status on June 17, 2022.
MESQUITE WIND HOLDINGS LLC c/o Calloway-Briggs Renewables Inc. 4200 Ridgeline Parkway, Suite 1100 Austin, TX 78746
[__], 2022
Prairie Commercial Bank, N.A. As Administrative Agent under the Credit Agreement (defined below) 2200 Ross Avenue, Suite 3600 Dallas, TX 75201
Attention: Brent Hollowell, Senior Vice President, Project Finance
Re: Notice Pursuant to Section [__] of that certain Construction-to-Term Credit Agreement, dated as of [________], by and among Mesquite Wind Holdings LLC, as Borrower, Prairie Commercial Bank, N.A., as Administrative Agent and Lead Arranger, and the lenders from time to time party thereto (as amended, restated, supplemented, or otherwise modified from time to time, the "Credit Agreement") — Facility Size: $165,000,000; Expected Conversion Date: December 2024 — Notice of Proposed Initial Public Offering of Calloway-Briggs Renewables Inc.
Dear Mr. Hollowell:
1. Delivery of Notice
This letter constitutes formal notice (this "Notice") delivered by Mesquite Wind Holdings LLC, a Texas limited liability company (the "Borrower"), to Prairie Commercial Bank, N.A., a national banking association, in its capacity as Administrative Agent (the "Administrative Agent") under the Credit Agreement referenced above, pursuant to Section [__] (Notices / Reporting Covenants / Change of Control or Ownership) of the Credit Agreement. The Borrower is providing this Notice in order to inform the Administrative Agent and the Lenders (as defined in the Credit Agreement) of the transaction described in Section 2 below.
Capitalized terms used but not otherwise defined in this Notice shall have the respective meanings ascribed to such terms in the Credit Agreement.
As background, the Borrower is a Texas limited liability company and a wholly-owned indirect subsidiary of Calloway-Briggs Renewables Inc., a Delaware corporation ("CBR" or the "Parent"). The Borrower's sole member is Calloway-Briggs Operating Company LLC, a Texas limited liability company ("CBOC"), whose sole member is CBR Holdings LLC, a Delaware limited liability company ("CBR Holdings"), whose sole member is CBR. The Borrower is the owner and developer of the Mesquite Wind project, a 420 MW onshore wind generation facility located in Oldham County, Texas (the "Project"), and the Credit Agreement was entered into for the purpose of financing the construction and term operation of the Project.
2. Description of the Proposed Transaction
The Borrower hereby notifies the Administrative Agent that CBR has filed a confidential draft registration statement on Form S-1 (the "Registration Statement") with the Securities and Exchange Commission (the "SEC") in connection with a proposed initial public offering of shares of its common stock, par value $0.01 per share (the "IPO"). As of the date hereof, the Registration Statement remains confidential and has not been publicly filed. CBR anticipates that one or more amendments to the Registration Statement will be filed with the SEC prior to any public filing, and that the Registration Statement will be declared effective by the SEC prior to the consummation of the IPO.
The IPO is proposed to be underwritten by the following investment banking firms: Hargrove Keating & Co. (as lead-left book-running manager and representative of the several underwriters), Linden Pratt Securities LLC and Graymont Brothers Inc. (as joint book-running managers), together with Barfield Stuart & Co. and Crane Whitley Capital LLC (as co-managers) (collectively, the "Underwriters"). CBR expects to enter into an underwriting agreement with the Underwriters in customary form in connection with the IPO.
Based on current estimates and assumptions, the proposed aggregate offering size is approximately $600,000,000, inclusive of a 15% overallotment option (commonly referred to as a "greenshoe"), at an assumed midpoint offering price of $22.00 per share. The offering contemplates the following components:
(a) the issuance and sale by CBR of newly issued primary shares of its common stock representing approximately $371,700,000 of the base offering (before giving effect to the exercise of the overallotment option); and
(b) the sale by Pinnacle Vista Capital Partners III, LP, a Delaware limited partnership ("Pinnacle Vista"), of secondary shares of CBR common stock representing approximately $150,000,000 of the base offering (before giving effect to the exercise of the overallotment option). Pinnacle Vista is a private equity fund managed by affiliates of Pinnacle Vista Capital Management LLC and is currently the largest stockholder of CBR.
The foregoing offering size, price, and allocation between primary and secondary shares are preliminary estimates only and remain subject to change based on market conditions, SEC comments, investor feedback, and other factors. The actual terms of the IPO may differ materially from those described herein.
CBR intends to apply to list its common stock on the New York Stock Exchange (the "NYSE") under the proposed ticker symbol "CBRI." Listing on the NYSE will be subject to the satisfaction of applicable listing standards and conditions.
The net proceeds to CBR from the primary offering (after deducting underwriting discounts and commissions and estimated offering expenses) are expected to be used as follows:
(a) approximately $200,000,000 will be used to repay a portion of the outstanding balance under CBR's existing Term Loan B facility with Veltrano National Bank, as administrative agent (the "Veltrano Term Loan B"), which matures on [__], 202[];
(b) approximately $100,000,000 will be allocated toward the funding of construction costs associated with the Cimarron Solar project, a 350 MW utility-scale solar generation facility currently under development in Reeves County, Texas; and
(c) the balance will be used for general corporate purposes, which may include working capital, capital expenditures, and other investments in CBR's renewable energy development pipeline.
CBR will not receive any of the proceeds from the sale of secondary shares by Pinnacle Vista.
The timing of the IPO remains subject to market conditions, the SEC review process, and other customary conditions, and there can be no assurance that the IPO will be consummated on the terms described herein, or at all.
3. Impact on Ownership Structure
Pre-IPO Ownership. Prior to the consummation of the IPO, CBR's common stock (on a fully diluted basis, including outstanding equity awards under CBR's existing equity incentive plans) is held approximately as follows:
(a) Pinnacle Vista Capital Partners III, LP — approximately 62% of fully diluted common stock;
(b) founders and members of management — approximately 24% of fully diluted common stock; and
(c) other pre-IPO holders (including certain former and current employees, advisors, and minority co-investors) — approximately 14% of fully diluted common stock.
Post-IPO Ownership. Following the consummation of the IPO (assuming the base offering is completed at the assumed midpoint offering price of $22.00 per share and no exercise of the overallotment option), CBR will have approximately 123,713,636 shares of common stock outstanding. Pinnacle Vista will continue to hold a significant ownership interest in CBR following the IPO; however, Pinnacle Vista's percentage ownership of CBR's outstanding common stock will be diluted as a result of the issuance of primary shares by CBR and the sale of secondary shares by Pinnacle Vista in the IPO. The precise post-IPO ownership percentages of Pinnacle Vista and the other pre-IPO stockholders will depend on the final offering size, pricing, and the extent to which the overallotment option is exercised by the Underwriters.
No Change to Borrower Ownership. The Borrower (Mesquite Wind Holdings LLC) will remain a wholly-owned indirect subsidiary of CBR following the consummation of the IPO. The chain of ownership between CBR and the Borrower will continue to be as follows:
Calloway-Briggs Renewables Inc. (Delaware corporation) → CBR Holdings LLC (Delaware limited liability company, wholly-owned subsidiary of CBR) → Calloway-Briggs Operating Company LLC (Texas limited liability company, wholly-owned subsidiary of CBR Holdings) → Mesquite Wind Holdings LLC (Texas limited liability company, wholly-owned subsidiary of CBOC)
The IPO is not expected to result in any change to the direct or indirect ownership of the Borrower or to the pledged equity interests or collateral under the Credit Agreement. No reorganization, merger, conversion, or other structural change to the Borrower, CBOC, or CBR Holdings is contemplated in connection with the IPO. The pledge of 100% of the membership interests in the Borrower held by CBOC, and all other Collateral (as defined in the Credit Agreement), are expected to remain in full force and effect following the consummation of the IPO.
The Borrower hereby confirms that CBR will continue to be the ultimate parent entity of the Borrower after the consummation of the IPO.
4. Representations Regarding Credit Agreement Provisions
The Borrower represents that, based on its review of the Credit Agreement (including, without limitation, the definitions of "Change of Control," "Permitted Holders," and "Sponsor" set forth therein, and the covenants, events of default, and other provisions related to changes in ownership or control of the Borrower or its direct or indirect parent entities), the consummation of the IPO is not expected to constitute a "Change of Control" or trigger an "Event of Default" under the Credit Agreement, provided that the following conditions are satisfied at or prior to the consummation of the IPO:
[Note: The specific conditions to be enumerated in this Section 4 are subject to final review and confirmation against the applicable provisions of the Credit Agreement. Bracketed conditions to be completed upon receipt of final counsel analysis. Relevant provisions to review include, without limitation: (i) the definition of "Change of Control" and whether the IPO triggers any prong thereof, including any "Permitted Holders" or "Sponsor" carve-out; (ii) the ownership threshold applicable to Permitted Holders and whether Pinnacle Vista's post-IPO ownership satisfies such threshold; (iii) any negative covenant restricting changes in organizational structure or issuances of equity by parent entities; and (iv) any reporting or notice requirements triggered by the IPO or the filing of the Registration Statement.]
The Borrower further notes that CBR and its affiliates are in the process of providing similar notices or seeking consents, as applicable, under the following additional credit facilities in connection with the proposed IPO:
(a) CBR's Corporate Revolving Credit Facility (the "$250,000,000 Revolving Credit Agreement, dated as of [__], among CBR, as Borrower, Veltrano National Bank, as Administrative Agent, and the lenders party thereto");
(b) CBR's Term Loan B (the "Term Loan B Credit Agreement, dated as of [__], among CBR, as Borrower, Veltrano National Bank, as Administrative Agent, and the lenders party thereto"); and
(c) the Cimarron Solar construction-to-term facility (the "Credit Agreement, dated as of [__], among Cimarron Solar Holdings LLC, as Borrower, Prairie Commercial Bank, N.A., as Administrative Agent, and the lenders party thereto").
To the extent that the Credit Agreement requires any consent, waiver, acknowledgment, or other action from the Administrative Agent or the Lenders in connection with the IPO or any related transaction, the Borrower respectfully requests that the Administrative Agent (i) confirm receipt of this Notice, (ii) promptly advise the Borrower of any additional information, documentation, or other requirements that the Administrative Agent or any Lender may have in connection with the IPO, and (iii) indicate whether the Administrative Agent believes that the consent or waiver of the Lenders (or the Required Lenders) is required in connection with the consummation of the IPO. The Borrower and its advisors are prepared to discuss any questions or concerns that the Administrative Agent or the Lenders may have regarding the proposed IPO and to provide such additional information as may be reasonably requested.
5. Project Status Update
As additional context for the Administrative Agent and the Lenders, the Borrower confirms that the Mesquite Wind project (420 MW onshore wind generation facility, located in Oldham County, Texas) remains under construction and is progressing in accordance with the construction schedule set forth in the Credit Agreement. Based on current projections, the Project is expected to achieve commercial operation in the third quarter of 2022. The Borrower has previously provided updated construction progress reports and independent engineer certificates to the Administrative Agent in accordance with the reporting requirements of the Credit Agreement.
As noted above, the Credit Agreement has a total commitment amount of $165,000,000, with a construction-to-term conversion date of December 2024. The Borrower continues to draw on the construction loan tranche to fund eligible project costs in the ordinary course.
The Borrower is not aware of any event, circumstance, or condition that would constitute, or with the passage of time or the giving of notice (or both) would constitute, a Default or an Event of Default under the Credit Agreement as of the date hereof, other than as may have been disclosed in prior notices delivered to the Administrative Agent.
6. Contact Information
Any questions, requests for additional information, or correspondence relating to this Notice or the proposed IPO should be directed to:
Priya Anand Senior Vice President, Finance & Treasurer Calloway-Briggs Renewables Inc. 4200 Ridgeline Parkway, Suite 1100 Austin, TX 78746 Telephone: [to be inserted]
Email: [to be inserted]
with a copy to:
Calderwood & Harkness LLP 599 Lexington Avenue New York, NY 10022
Attention: Jennifer Kwon / Brendan Walsh
Telephone: [to be inserted]
Email: [to be inserted]
and a copy to:
Sandra Haverford General Counsel & Corporate Secretary Calloway-Briggs Renewables Inc. 4200 Ridgeline Parkway, Suite 1100 Austin, TX 78746 Telephone: [to be inserted]
Email: [to be inserted]
7. Reservation of Rights; No Waiver
This Notice is delivered solely for informational purposes and in satisfaction of the Borrower's obligations under the Credit Agreement. Nothing in this Notice shall constitute, or be deemed to constitute, an amendment, modification, or waiver of any provision of the Credit Agreement or any other Loan Document (as defined in the Credit Agreement), and neither the delivery of this Notice nor any action taken or omitted to be taken by the Administrative Agent or any Lender in connection herewith shall be construed as a consent to, or approval of, the IPO or any related transaction except as may be expressly agreed in writing by the Administrative Agent and/or the Lenders in accordance with the terms of the Credit Agreement.
The Borrower hereby expressly reserves all of its rights, remedies, and defenses under the Credit Agreement, the other Loan Documents, and applicable law, and nothing in this Notice shall be deemed to constitute a waiver or relinquishment of any such rights, remedies, or defenses.
Furthermore, nothing in this Notice shall be deemed to constitute an admission by the Borrower that the IPO or any related transaction requires the consent, approval, or waiver of the Administrative Agent or any Lender, except to the extent expressly and unambiguously provided in the Credit Agreement. The Borrower's delivery of this Notice is without prejudice to the Borrower's position that the IPO does not constitute a "Change of Control" or an "Event of Default" under the Credit Agreement.
8. Governing Law
This Notice shall be governed by and construed in accordance with the laws governing the Credit Agreement, which are expected to be the laws of the State of [Texas/New York] (to be confirmed against the governing law provision of the Credit Agreement), without regard to conflicts of law principles that would result in the application of the laws of any other jurisdiction.
[Signature Page Follows]
[Signature Page to Notice of Proposed Initial Public Offering]
Very truly yours,
MESQUITE WIND HOLDINGS LLC
By: Calloway-Briggs Operating Company LLC,
its sole member
By: CBR Holdings LLC,
its sole member
By: Calloway-Briggs Renewables Inc.,
its sole member
By: ________
Name: Priya Anand
Title: Senior Vice President, Finance & Treasurer
Date: [__], 2022
cc:
Sandra Haverford, General Counsel & Corporate Secretary, Calloway-Briggs Renewables Inc. Jennifer Kwon, Partner, Calderwood & Harkness LLP Brendan Walsh, Associate, Calderwood & Harkness LLP Priya Anand, SVP, Finance & Treasurer, Calloway-Briggs Renewables Inc. (internal distribution) Marcus Yoon, Vice President, Finance, Calloway-Briggs Renewables Inc. (internal distribution)
DRAFT — PRIVILEGED AND CONFIDENTIAL — PREPARED BY CALDERWOOD & HARKNESS LLP C&H Matter No. 1015-00001 This draft has not been executed or delivered. The proposed IPO of Calloway-Briggs Renewables Inc. was placed in dormant status on June 17, 2022.

MESQUITE WIND HOLDINGS LLC

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