payoff-letter-elkhorn.docx

1022-00006 · Northgate Telecommunications PLC · Financing

payoff-letter-elkhorn.docx DOCUMENT M&A / Corporate

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DRAFT — FOR DISCUSSION PURPOSES ONLY Prepared by Calderwood & Harkness LLP on behalf of Northgate Telecommunications PLC C&H Matter No. 1022-00006 / Billing No. 78432.001 Total estimated payoff amount to be confirmed by Elkhorn Capital Markets, LLC two (2) business days prior to the Closing Date

ELKHORN CAPITAL MARKETS, LLC

[Address to be inserted]

PAYOFF LETTER

[●], 2025

Cascadia Fiber Networks, Inc. 2750 NW Thurman Street, Suite 400 Portland, OR 97210

Attention: Tobias Engel, Chief Financial Officer

With copies to:

Northgate Telecommunications PLC 14 Broadwick Place London W1F 8HN, United Kingdom

Attention: Liam Sutherland, VP Corporate Development

Calderwood & Harkness LLP 600 Lexington Avenue, 30th Floor New York, NY 10022

Attention: Oliver Mackenzie / Andrew Fitzpatrick

Pinnacle Atlantic Bank, N.A. (as Administrative Agent under the New Credit Facility) 270 Park Place Charlotte, NC 28202

Attention: Richard Dormer, Managing Director, Leveraged Finance

Whitmore, Kessler & Braun LLP 1120 SW Quelston Street, Suite 800 Portland, OR 97205

Attention: Jonathan Kessler

Ladies and Gentlemen:

Reference is made to that certain Term Loan Credit Agreement dated as of [●] (as amended, restated, supplemented, or otherwise modified from time to time prior to the date hereof, the "Existing Credit Agreement"), by and among Cascadia Fiber Networks, Inc., a Delaware corporation (EIN: 45-6128937) (the "Borrower"), and Elkhorn Capital Markets, LLC, a Delaware limited liability company, as Lender and Administrative Agent (in such capacities, the "Lender" or "Elkhorn"). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Existing Credit Agreement, unless the context otherwise requires.

The Existing Credit Agreement provides, among other things, that a "Change of Control" (as defined therein) of the Borrower constitutes an event requiring the mandatory prepayment of all outstanding Obligations (as defined in the Existing Credit Agreement) in full, together with all accrued and unpaid interest, fees, premiums, and other amounts owing thereunder.

Reference is further made to that certain Agreement and Plan of Merger dated as of April 7, 2025 (the "Merger Agreement"), by and among Northgate Telecommunications PLC, a public limited company organized under the laws of England and Wales ("Northgate"), NTP Acquisition Sub, Inc., a Delaware corporation and a direct, wholly owned subsidiary of Northgate ("Merger Sub"), and Cascadia Fiber Networks, Inc., as the target company. Pursuant to the Merger Agreement, Merger Sub will merge with and into Cascadia, with Cascadia surviving as a wholly owned subsidiary of Northgate (the "Merger"), in a forward merger effected under Section 251 of the Delaware General Corporation Law. The consummation of the Merger constitutes a "Change of Control" under the Existing Credit Agreement and triggers the mandatory prepayment obligations described above.

This Payoff Letter (this "Payoff Letter") is being delivered in connection with the closing of the transactions contemplated by the Merger Agreement (the "Closing") and sets forth (a) the amounts required to repay in full all Obligations outstanding under the Existing Credit Agreement and all related loan documents, (b) the wire transfer instructions for payment of such amounts, and (c) the agreement of Elkhorn to release and discharge all liens, security interests, pledges, assignments, and encumbrances granted in connection with the Existing Credit Agreement upon receipt of the Payoff Amount (as defined below) in full.

Section 1. Payoff Amount

The following sets forth the calculation of the aggregate amount required to satisfy in full all Obligations of the Borrower under the Existing Credit Agreement as of the anticipated Closing Date (the "Payoff Amount"):

1.1 Outstanding Principal Balance

The outstanding principal amount of the term loan under the Existing Credit Agreement as of the date hereof is:

$82,600,000.00

No principal payments are scheduled to become due and payable between the date hereof and the anticipated Closing Date. Accordingly, the outstanding principal balance as of the anticipated Closing Date of [●], 2025 is expected to remain $82,600,000.00.

1.2 Prepayment Premium

Pursuant to Section [●] of the Existing Credit Agreement, in connection with a mandatory prepayment triggered by a Change of Control, the Borrower is required to pay a prepayment premium equal to 1.0% of the outstanding principal balance of the term loan being prepaid. The prepayment premium is calculated as follows:

$82,600,000.00 × 1.00% = $826,000.00

The prepayment premium due and payable in connection with this payoff is:

$826,000.00

1.3 Accrued and Unpaid Interest

Accrued and unpaid interest on the outstanding principal balance of $82,600,000.00 from the last interest payment date (being [●], 2025) through and including the anticipated Closing Date of [●], 2025, calculated at the applicable interest rate under the Existing Credit Agreement (being [●]% per annum, based on Term SOFR plus the applicable margin of [●] basis points, with interest computed on the basis of a 360-day year and actual days elapsed), is:

$[●]

Note: The accrued and unpaid interest amount set forth above is an estimate and is subject to confirmation by Elkhorn Capital Markets, LLC no later than two (2) business days prior to the anticipated Closing Date. Elkhorn shall deliver a written confirmation of the final accrued interest amount to Calderwood & Harkness LLP, Whitmore, Kessler & Braun LLP, and Pinnacle Atlantic Bank, N.A. promptly upon calculation thereof.

1.4 Fees and Expenses

In addition to the amounts set forth in Sections 1.1 through 1.3 above, the following fees and expenses are included in the Payoff Amount:

(a) Any accrued and unpaid administrative fees, agent fees, and other recurring fees owing to Elkhorn Capital Markets, LLC under the Existing Credit Agreement through and including the anticipated Closing Date: $[●];

(b) Reasonable and documented out-of-pocket costs and expenses of Elkhorn Capital Markets, LLC (including, without limitation, the fees and disbursements of counsel to Elkhorn) incurred in connection with (i) the review and negotiation of this Payoff Letter, (ii) the preparation, execution, and delivery of UCC-3 termination statements, lien release documents, mortgage satisfactions, and other release instruments contemplated by Section 3 hereof, and (iii) such other matters as are reasonably related to the payoff and discharge of the Existing Credit Agreement: $[●].

Elkhorn shall deliver an itemized invoice with respect to the fees and expenses described in clause (b) above no later than two (2) business days prior to the anticipated Closing Date. The Borrower, Northgate, and their respective counsel shall have a reasonable opportunity to review such invoice, and any good-faith dispute with respect to the amount thereof shall be resolved promptly between the parties; provided that any such dispute shall not delay the payment of the undisputed portion of the Payoff Amount on the Closing Date.

1.5 Total Payoff Amount

The aggregate Payoff Amount, being the sum of Sections 1.1 through 1.4 above, is:

$[●]

(the "Payoff Amount")

The Payoff Amount is calculated as of the anticipated Closing Date of [●], 2025. The Payoff Amount set forth herein is valid only if payment in full is received by Elkhorn Capital Markets, LLC in immediately available funds on or before the anticipated Closing Date.

In the event the Closing Date is delayed beyond the anticipated Closing Date set forth above, interest shall continue to accrue on the outstanding principal balance at the rate specified in the Existing Credit Agreement. The per diem interest accrual amount for each day of delay is:

$[●] per day

For the avoidance of doubt, if the Closing Date is delayed, the Payoff Amount shall be adjusted to include the additional per diem interest for each day of such delay beyond the anticipated Closing Date, and Elkhorn shall provide an updated Payoff Amount upon request by Calderwood & Harkness LLP or Whitmore, Kessler & Braun LLP.

Based on the foregoing, the total estimated Payoff Amount (exclusive of accrued interest and fees to be confirmed) is approximately $83,426,000.00 (representing the sum of the outstanding principal balance of $82,600,000.00 and the prepayment premium of $826,000.00). The final Payoff Amount, inclusive of all accrued interest, fees, and expenses, will be confirmed by Elkhorn Capital Markets, LLC no later than two (2) business days prior to the Closing Date.

Section 2. Wire Transfer Instructions

2.1 Payment Instructions

All amounts constituting the Payoff Amount shall be paid in immediately available funds in United States dollars by federal wire transfer to the following account:

Note: The wire transfer instructions set forth above are subject to confirmation by Elkhorn Capital Markets, LLC and shall be verified by telephonic callback to an authorized officer of Elkhorn prior to the Closing Date. Neither the Borrower, Northgate, Calderwood & Harkness LLP, nor any other party shall be entitled to rely upon wire transfer instructions received by electronic mail alone without independent telephonic verification from an authorized representative of Elkhorn Capital Markets, LLC at the telephone number set forth in Section 10 hereof. Complete wire transfer instructions are set forth on Exhibit D attached hereto and shall be verified and finalized prior to Closing.

2.2 Timing. Payment of the Payoff Amount must be received in Elkhorn's account no later than 2:00 p.m. Eastern Time on the Closing Date in order to constitute same-day funds and to satisfy the payment obligations contemplated by this Payoff Letter. If payment is received after 2:00 p.m. Eastern Time on the Closing Date, such payment may not be credited until the following business day, in which case additional per diem interest as specified in Section 1.5 above shall be due and payable for such additional day. The parties shall use commercially reasonable efforts to coordinate the timing of the wire transfer with the other closing deliveries contemplated by the Merger Agreement and the new credit facility.

Section 3. Release of Liens and Security Interests

3.1 Automatic Release Upon Receipt of Payoff Amount

Upon receipt by Elkhorn Capital Markets, LLC of the Payoff Amount in full in immediately available funds in accordance with the wire transfer instructions set forth in Section 2 above, all liens, security interests, pledges, assignments, hypothecations, and encumbrances of any kind or nature (whether arising by contract, operation of law, or otherwise) granted by Cascadia Fiber Networks, Inc. and/or any of its direct or indirect subsidiaries (collectively, the "Loan Parties") in favor of Elkhorn Capital Markets, LLC (whether in its capacity as Lender, Administrative Agent, Secured Party, or otherwise) pursuant to or in connection with the Existing Credit Agreement, any related security agreement, pledge agreement, intellectual property security agreement, deposit account control agreement, securities account control agreement, mortgage, deed of trust, assignment of leases and rents, fixture filing, or any other collateral document executed and delivered in connection therewith (collectively, the "Collateral Documents"), shall be automatically and irrevocably released and discharged in full, without further action or consent of Elkhorn or any other person, and all of the Collateral (as defined in the Existing Credit Agreement and the Collateral Documents) shall be released and reconveyed to the applicable Loan Party free and clear of any and all liens and encumbrances arising under or in connection with the Existing Credit Agreement and the Collateral Documents.

3.2 UCC Termination Statements

Elkhorn Capital Markets, LLC hereby agrees to deliver, or cause to be delivered, within five (5) business days following receipt of the Payoff Amount in full, duly authorized and executed UCC-3 termination statements (or, as applicable, UCC-3 amendments reflecting the termination of a filed financing statement) with respect to all UCC-1 financing statements (and any continuation statements or amendments related thereto) filed in connection with the Existing Credit Agreement and the Collateral Documents, including, without limitation, those financing statements filed with the Delaware Secretary of State and any other applicable filing offices in any jurisdiction where a UCC-1 financing statement was filed on behalf of Elkhorn. A schedule of all such UCC-1 financing statements, including file numbers, filing offices, and dates of filing, is set forth on Exhibit A attached hereto.

Elkhorn shall provide file-stamped copies of such UCC-3 termination statements promptly upon receipt thereof from the applicable filing offices to each of the following:

(a) Calderwood & Harkness LLP, 600 Lexington Avenue, 30th Floor, New York, NY 10022, Attention: Oliver Mackenzie / Andrew Fitzpatrick; and

(b) Hargreaves & Liddell LLP (counsel to Pinnacle Atlantic Bank, N.A., as administrative agent under the new credit facility), One Liberty Plaza, 48th Floor, New York, NY 10006, Attention: Victoria Penn.

3.3 Release of Mortgages, Deeds of Trust, and Fixture Filings

Elkhorn Capital Markets, LLC hereby agrees to prepare, execute, acknowledge (before a notary public), and deliver, or cause to be prepared, executed, acknowledged, and delivered, within five (5) business days following receipt of the Payoff Amount in full, duly executed and notarized releases, satisfactions, discharges, or reconveyances (as applicable under the law of the relevant jurisdiction) with respect to all mortgages, deeds of trust, assignments of leases and rents, fixture filings, and other instruments recorded or filed in any county recorder's office, county clerk's office, or other land records office in the States of Oregon, Washington, Idaho, and Nevada in connection with the Existing Credit Agreement and the Collateral Documents, encumbering Cascadia's fiber-optic infrastructure, right-of-way easements, colocation facilities, network equipment sites, or other real property interests. A schedule of all such mortgages, deeds of trust, and fixture filings, including recording information organized by county and state, is set forth on Exhibit B attached hereto.

All such releases and satisfactions shall be in recordable form suitable for filing in the applicable recording offices and shall be delivered to Calderwood & Harkness LLP for recording on behalf of the Borrower and Northgate. Recording fees and documentary transfer taxes, if any, incurred in connection with the filing of such releases shall be borne by the Borrower (or Northgate, as successor to the Borrower following the Closing) and shall not constitute an additional obligation of Elkhorn.

3.4 intellectual Property Lien Releases

To the extent any security interests, assignments, or other liens were filed or recorded with the United States Patent and Trademark Office ("USPTO") or the United States Copyright Office ("USCO") in connection with the Existing Credit Agreement and the Collateral Documents, Elkhorn Capital Markets, LLC hereby agrees to prepare, execute, and deliver, within five (5) business days following receipt of the Payoff Amount in full, appropriate releases, terminations, or other instruments in form suitable for recording with the USPTO and/or USCO, as applicable, to evidence the release and termination of all such liens and security interests. A schedule of all intellectual property security agreements filed with the USPTO or USCO, if any, is set forth on Exhibit C attached hereto.

3.5 Additional Release Documents

Elkhorn Capital Markets, LLC hereby agrees to execute and deliver, from time to time following the receipt of the Payoff Amount in full, such additional instruments, documents, certificates, and agreements as the Borrower, Northgate, Calderwood & Harkness LLP (as counsel to Northgate), Whitmore, Kessler & Braun LLP (as counsel to the Borrower), Pinnacle Atlantic Bank, N.A. (as administrative agent under the new senior secured credit facility), Hargreaves & Liddell LLP (as counsel to the lending syndicate), or any title insurance company or other third party may reasonably request to evidence and effectuate the full and complete release, discharge, and termination of all liens, security interests, pledges, assignments, and encumbrances granted in favor of Elkhorn under or in connection with the Existing Credit Agreement and the Collateral Documents. Such additional documents may include, without limitation, lender's lien release affidavits, estoppel certificates, title insurance endorsements, and such other instruments as are customarily delivered in connection with the discharge of secured indebtedness.

The Borrower and Northgate shall reimburse Elkhorn for its reasonable and documented out-of-pocket costs and expenses (including the reasonable fees and disbursements of counsel) incurred in connection with the preparation, execution, notarization, and filing of any such additional release documents; provided that such reimbursement obligation is included in the fees and expenses set forth in Section 1.4 above to the extent known as of the Closing Date, and any additional amounts incurred thereafter shall be invoiced separately and paid within thirty (30) days of receipt of an invoice therefor.

Section 4. Termination of Existing Credit Agreement

4.1 Full Satisfaction and Discharge

Upon receipt by Elkhorn Capital Markets, LLC of the Payoff Amount in full in immediately available funds in accordance with the terms of this Payoff Letter, the Existing Credit Agreement and all related loan documents, including, without limitation, all promissory notes, security agreements, pledge agreements, guaranty agreements, intellectual property security agreements, deposit account control agreements, intercreditor agreements, subordination agreements, and all other ancillary agreements and instruments executed and delivered in connection with or pursuant to the Existing Credit Agreement (collectively with the Existing Credit Agreement, the "Loan Documents"), shall be deemed fully and finally satisfied, paid, terminated, and discharged in all respects. Upon such satisfaction and discharge, neither Cascadia Fiber Networks, Inc. nor any guarantor, pledgor, or other Loan Party that has provided credit support or collateral in connection with the Existing Credit Agreement shall have any further obligation, liability, or indebtedness to Elkhorn Capital Markets, LLC in respect of the Existing Credit Agreement or any of the other Loan Documents; provided, however, that the foregoing shall not release or discharge any obligations of the Borrower or the other Loan Parties that by their express terms survive termination of the Existing Credit Agreement, including, without limitation, (a) customary indemnification obligations under Section [●] of the Existing Credit Agreement, (b) expense reimbursement obligations that have accrued but have not yet been invoiced as of the Closing Date, and (c) any confidentiality obligations expressly stated to survive termination (collectively, the "Surviving Obligations"). For the avoidance of doubt, no Surviving Obligation shall include any obligation to pay principal, interest, fees, or premiums under the Existing Credit Agreement.

4.2 No Further Advances

Elkhorn Capital Markets, LLC hereby confirms that, from and after the date of this Payoff Letter, no further advances, loans, draws, or other extensions of credit will be made under the Existing Credit Agreement. The commitment of Elkhorn to make any further loans or advances under the Existing Credit Agreement is hereby irrevocably terminated effective as of the date hereof.

4.3 Return of Collateral

To the extent Elkhorn Capital Markets, LLC holds any possessory collateral, including, without limitation, any original stock certificates, membership interest certificates, promissory notes, instruments, chattel paper, or other tangible collateral delivered to Elkhorn pursuant to the Collateral Documents, Elkhorn shall return such possessory collateral to Cascadia Fiber Networks, Inc. (or, at the direction of Calderwood & Harkness LLP on behalf of Northgate, to such other person as may be designated in writing) within five (5) business days following receipt of the Payoff Amount in full. Elkhorn shall deliver such possessory collateral by nationally recognized overnight courier service (with tracking and signature confirmation) to the address specified by Calderwood & Harkness LLP or, in the absence of such direction, to the Borrower at the address set forth in the heading of this Payoff Letter. The risk of loss with respect to any possessory collateral shall pass to the Borrower (or its designee) upon delivery to the courier service.

Section 5. Representations and Confirmations of Elkhorn Capital Markets

Elkhorn Capital Markets, LLC hereby represents, warrants, and confirms to the Borrower, Northgate, and each of the other addressees and reliance parties identified in Section 7 hereof that, as of the date hereof:

(a) Outstanding Principal Balance. The outstanding principal balance of the term loan under the Existing Credit Agreement is $82,600,000.00, and no additional principal amounts are outstanding or will become outstanding under the Existing Credit Agreement prior to the anticipated Closing Date.

(b) No Other Extensions of Credit. There are no other term loans, revolving loans, revolving credit commitments, letters of credit (whether drawn or undrawn), bankers' acceptances, swing line loans, or other extensions of credit of any kind or nature outstanding under the Existing Credit Agreement, other than the term loan in the outstanding principal amount set forth in clause (a) above. No letter of credit has been issued, and no letter of credit reimbursement obligation exists, under the Existing Credit Agreement.

(c) No Assignments or Participations. Elkhorn Capital Markets, LLC has not sold, assigned, transferred, conveyed, or participated any portion of the Obligations, the term loan, or any of its rights, interests, or obligations under the Existing Credit Agreement or any of the other Loan Documents to any third party. Elkhorn is the sole holder of the entire outstanding principal balance of the term loan and the sole beneficiary of all liens and security interests granted under the Collateral Documents. In the event that, notwithstanding the foregoing, any assignment, participation, or transfer has been made, Elkhorn shall identify such assignees, participants, or transferees and shall confirm that this Payoff Letter is binding upon such parties and that the lien releases contemplated herein are authorized by such parties.

(d) No Further Amounts Owing. Upon receipt of the Payoff Amount in full, no further amounts of any kind or nature (whether for principal, interest, fees, premiums, expenses, indemnification, or otherwise) will be owed by the Borrower or any other Loan Party to Elkhorn Capital Markets, LLC under the Existing Credit Agreement or any of the other Loan Documents, other than the Surviving Obligations described in Section 4.1 above.

(e) Authority. Elkhorn Capital Markets, LLC has full corporate (or limited liability company) power, authority, and legal right to execute, deliver, and perform this Payoff Letter and to authorize, execute, and deliver each of the lien releases, UCC-3 termination statements, mortgage satisfactions, intellectual property lien releases, and other release documents contemplated by Section 3 hereof. The execution, delivery, and performance of this Payoff Letter by Elkhorn has been duly authorized by all necessary limited liability company action. The person executing this Payoff Letter on behalf of Elkhorn is duly authorized to do so.

(f) No Default Claims. As of the date hereof, Elkhorn has not delivered any notice of default or event of default to the Borrower under the Existing Credit Agreement (other than any notice delivered in connection with the Change of Control arising from the Merger), and Elkhorn is not aware of any default or event of default under the Existing Credit Agreement that would give rise to any claim, right, or remedy on the part of Elkhorn other than the mandatory prepayment right triggered by the Change of Control.

Section 6. Authorization to Pinnacle Atlantic Bank / New Facility

The parties acknowledge that the release and termination of all liens and security interests held by Elkhorn Capital Markets, LLC under or in connection with the Existing Credit Agreement and the Collateral Documents, as contemplated by Section 3 of this Payoff Letter, constitutes a condition precedent to the closing of the $500,000,000 senior secured credit facility (the "New Credit Facility") to be entered into by the Borrower (as the surviving entity following the Merger) with Pinnacle Atlantic Bank, N.A., as administrative agent and collateral agent (the "New Administrative Agent"), and the syndicate of lenders party thereto. The first-priority liens and security interests to be granted in favor of the New Administrative Agent (for the benefit of the lenders under the New Credit Facility) in substantially all of the assets of the Borrower and its subsidiaries require the prior release, termination, and discharge of all liens, security interests, and encumbrances held by Elkhorn under the Existing Credit Agreement and the Collateral Documents.

For the avoidance of doubt, it is acknowledged that Elkhorn Capital Markets, LLC is also a participant in the lending syndicate under the New Credit Facility, with a commitment of $75,000,000; however, this Payoff Letter relates solely and exclusively to Elkhorn's capacity as Lender and Administrative Agent under the Existing Credit Agreement, and nothing contained herein shall affect, modify, limit, or otherwise impair Elkhorn's rights, obligations, or commitments as a lender under the New Credit Facility. Elkhorn's participation in the New Credit Facility is governed exclusively by the terms of the credit agreement relating to the New Credit Facility and the related loan documents executed in connection therewith.

Section 7. Irrevocability; Reliance

This Payoff Letter is irrevocable and may not be amended, modified, revoked, or withdrawn by Elkhorn Capital Markets, LLC without the prior written consent of the Borrower, Northgate, and the New Administrative Agent. This Payoff Letter may be relied upon by each of the following parties (collectively, the "Reliance Parties"):

(a) Cascadia Fiber Networks, Inc., as Borrower;

(b) Northgate Telecommunications PLC, as acquiror;

(d) Calderwood & Harkness LLP, as counsel to Northgate;

(e) Whitmore, Kessler & Braun LLP, as counsel to the Borrower;

(f) Pinnacle Atlantic Bank, N.A., as administrative agent and collateral agent under the New Credit Facility;

(g) Hargreaves & Liddell LLP, as counsel to the lending syndicate under the New Credit Facility;

(h) any title insurance company issuing a lender's title insurance policy or endorsement in connection with the New Credit Facility; and

(i) any other party reasonably requiring evidence of the release and termination of the liens and security interests described herein, as may be agreed by Elkhorn in writing.

The representations, warranties, confirmations, and agreements of Elkhorn Capital Markets, LLC contained in this Payoff Letter shall survive the payment of the Payoff Amount, the termination of the Existing Credit Agreement and the other Loan Documents, and the consummation of the Merger, and shall continue in full force and effect for the benefit of each of the Reliance Parties.

Section 8. Governing Law

This Payoff Letter shall be governed by, and construed and enforced in accordance with, the laws of the State of New York, without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York. The selection of New York law as the governing law of this Payoff Letter is consistent with the governing law provision set forth in Section [●] of the Existing Credit Agreement. Each of the parties hereto irrevocably submits to the non-exclusive jurisdiction of the courts of the State of New York sitting in the Borough of Manhattan and of the United States District Court for the Southern District of New York in connection with any dispute arising out of or relating to this Payoff Letter.

Section 9. Counterparts; Electronic Delivery

This Payoff Letter may be executed in one or more counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute one and the same instrument. Delivery of an executed counterpart of this Payoff Letter (or a signature page hereto) by facsimile, portable document format (PDF), or other electronic means (including any electronic signature complying with the federal ESIGN Act or the Uniform Electronic Transactions Act) shall be effective as delivery of a manually executed counterpart hereof. Each party hereto agrees that the electronic signatures appearing on this Payoff Letter shall have the same legal effect, validity, and enforceability as manually executed signatures.

Section 10. Contact Information

For any questions regarding this Payoff Letter, the calculation of the Payoff Amount, wire transfer instructions, the status of lien release documents, or any other matter relating to the payoff and discharge of the Existing Credit Agreement, please contact:

Elkhorn Capital Markets, LLC

Attention: [●], [Title]

Telephone: [●]

Email: [●]

All notices, requests, and communications to Elkhorn in connection with this Payoff Letter shall be directed to the contact person identified above, with a copy to Elkhorn's outside counsel (if any) at the address to be provided by Elkhorn.

[Signature Pages Follow]

IN WITNESS WHEREOF, Elkhorn Capital Markets, LLC has caused this Payoff Letter to be executed and delivered by its duly authorized representative as of the date first written above.

ELKHORN CAPITAL MARKETS, LLC

By: ________

Name: [●]

Title: [●]

Date: [●], 2025

ACKNOWLEDGMENT AND AGREEMENT

The undersigned Borrower hereby acknowledges receipt of this Payoff Letter, agrees to the terms and conditions set forth herein, and confirms the accuracy and completeness of the outstanding Obligations set forth in Section 1 hereof. The undersigned Borrower further authorizes and directs that the Payoff Amount be paid from the closing funds available on the Closing Date in accordance with the wire transfer instructions set forth in Section 2 above, and acknowledges that such payment is a condition to the closing of the Merger and the New Credit Facility.

CASCADIA FIBER NETWORKS, INC.

By: ________

Name: Tobias Engel

Title: Chief Financial Officer

Date: [●], 2025

EXHIBITS AND ATTACHMENTS

The following Exhibits are attached hereto and incorporated herein by reference:

Exhibit A — Schedule of UCC Financing Statements to be Terminated

Listing all UCC-1 financing statements (and any continuation statements, amendments, or assignments related thereto) filed in connection with the Existing Credit Agreement and the Collateral Documents, including the following information for each filing:

• File number

• Filing office (jurisdiction and office)

• Date of filing

• Debtor name (as filed)

• Secured party name (as filed)

• Description of collateral (summary)

• Status of any continuation statements or amendments

[To be completed by Elkhorn Capital Markets, LLC and reviewed by Calderwood & Harkness LLP prior to Closing]

Exhibit B — Schedule of Mortgages, Deeds of Trust, and Fixture Filings to be Released

Listing all mortgages, deeds of trust, assignments of leases and rents, fixture filings, and other real property encumbrances recorded in connection with the Existing Credit Agreement and the Collateral Documents, organized by state and county, including the following information for each recording:

• State and County

• Type of instrument (mortgage, deed of trust, fixture filing, etc.)

• Recording date

• Recording number / instrument number / book and page

• Grantor / Trustor

• Beneficiary / Mortgagee

• Property description (summary)

• Related fiber-optic infrastructure, easement, or real property interest

States covered: Oregon, Washington, Idaho, and Nevada

[To be completed by Elkhorn Capital Markets, LLC and reviewed by Calderwood & Harkness LLP prior to Closing]

Exhibit C — Schedule of intellectual Property Security Agreements

Listing all security agreements, assignments, or other lien filings recorded with the United States Patent and Trademark Office or the United States Copyright Office in connection with the Existing Credit Agreement and the Collateral Documents, including the following information:

• Filing office (USPTO or USCO)

• Date of filing / recordation

• Reel and frame number (if applicable)

• Description of intellectual property covered

• Assignor / Grantor

• Assignee / Secured Party

[To be completed by Elkhorn Capital Markets, LLC and reviewed by Calderwood & Harkness LLP prior to Closing; if no intellectual property liens were filed, Exhibit C shall so state]

Exhibit D — Wire Transfer Instructions

Complete wire transfer instructions for payment of the Payoff Amount to Elkhorn Capital Markets, LLC, including:

• Bank name

• ABA / Routing number

• Account name

• Account number

• SWIFT code (if applicable)

• Reference line

• Callback contact for verification

[To be completed and verified by Elkhorn Capital Markets, LLC and confirmed by telephonic callback prior to Closing]

Exhibit E — Form of UCC-3 Termination Statement

Form of UCC-3 Financing Statement Amendment (termination) to be filed with the Delaware Secretary of State and other applicable filing offices, pre-approved by Elkhorn Capital Markets, LLC, in substantially the form attached hereto.

[To be prepared by Calderwood & Harkness LLP and approved by Elkhorn Capital Markets, LLC prior to Closing]

DRAFT — FOR DISCUSSION PURPOSES ONLY

Prepared by Calderwood & Harkness LLP on behalf of Northgate Telecommunications PLC

C&H Matter No. 1022-00006 / Billing No. 78432.001

Total estimated payoff amount (exclusive of accrued interest and fees) is approximately $83,426,000. Final payoff amount to be confirmed by Elkhorn Capital Markets, LLC two (2) business days prior to the Closing Date.

Bank Name:	[●]
ABA/Routing Number:	[●]
Account Name:	Elkhorn Capital Markets, LLC
Account Number:	[●]
Reference:	Cascadia Fiber Networks, Inc. — Term Loan Payoff / [Loan Reference Number]

DRAFT — FOR DISCUSSION PURPOSES ONLY Prepared by Calderwood & Harkness LLP on behalf of Northgate Telecommunications PLC C&H Matter No. 1022-00006 / Billing No. 78432.001 Total estimated payoff amount to be confirmed by Elkhorn Capital Markets, LLC two (2) business days prior to the Closing Date
ELKHORN CAPITAL MARKETS, LLC
[Address to be inserted]
PAYOFF LETTER
[●], 2025
Cascadia Fiber Networks, Inc. 2750 NW Thurman Street, Suite 400 Portland, OR 97210
Attention: Tobias Engel, Chief Financial Officer
With copies to:
Northgate Telecommunications PLC 14 Broadwick Place London W1F 8HN, United Kingdom
Attention: Liam Sutherland, VP Corporate Development
Calderwood & Harkness LLP 600 Lexington Avenue, 30th Floor New York, NY 10022
Attention: Oliver Mackenzie / Andrew Fitzpatrick
Pinnacle Atlantic Bank, N.A. (as Administrative Agent under the New Credit Facility) 270 Park Place Charlotte, NC 28202
Attention: Richard Dormer, Managing Director, Leveraged Finance
Whitmore, Kessler & Braun LLP 1120 SW Quelston Street, Suite 800 Portland, OR 97205
Attention: Jonathan Kessler
Ladies and Gentlemen:
Reference is made to that certain Term Loan Credit Agreement dated as of [●] (as amended, restated, supplemented, or otherwise modified from time to time prior to the date hereof, the "Existing Credit Agreement"), by and among Cascadia Fiber Networks, Inc., a Delaware corporation (EIN: 45-6128937) (the "Borrower"), and Elkhorn Capital Markets, LLC, a Delaware limited liability company, as Lender and Administrative Agent (in such capacities, the "Lender" or "Elkhorn"). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Existing Credit Agreement, unless the context otherwise requires.
The Existing Credit Agreement provides, among other things, that a "Change of Control" (as defined therein) of the Borrower constitutes an event requiring the mandatory prepayment of all outstanding Obligations (as defined in the Existing Credit Agreement) in full, together with all accrued and unpaid interest, fees, premiums, and other amounts owing thereunder.
Reference is further made to that certain Agreement and Plan of Merger dated as of April 7, 2025 (the "Merger Agreement"), by and among Northgate Telecommunications PLC, a public limited company organized under the laws of England and Wales ("Northgate"), NTP Acquisition Sub, Inc., a Delaware corporation and a direct, wholly owned subsidiary of Northgate ("Merger Sub"), and Cascadia Fiber Networks, Inc., as the target company. Pursuant to the Merger Agreement, Merger Sub will merge with and into Cascadia, with Cascadia surviving as a wholly owned subsidiary of Northgate (the "Merger"), in a forward merger effected under Section 251 of the Delaware General Corporation Law. The consummation of the Merger constitutes a "Change of Control" under the Existing Credit Agreement and triggers the mandatory prepayment obligations described above.
This Payoff Letter (this "Payoff Letter") is being delivered in connection with the closing of the transactions contemplated by the Merger Agreement (the "Closing") and sets forth (a) the amounts required to repay in full all Obligations outstanding under the Existing Credit Agreement and all related loan documents, (b) the wire transfer instructions for payment of such amounts, and (c) the agreement of Elkhorn to release and discharge all liens, security interests, pledges, assignments, and encumbrances granted in connection with the Existing Credit Agreement upon receipt of the Payoff Amount (as defined below) in full.
Section 1. Payoff Amount
The following sets forth the calculation of the aggregate amount required to satisfy in full all Obligations of the Borrower under the Existing Credit Agreement as of the anticipated Closing Date (the "Payoff Amount"):
1.1 Outstanding Principal Balance
The outstanding principal amount of the term loan under the Existing Credit Agreement as of the date hereof is:
$82,600,000.00
No principal payments are scheduled to become due and payable between the date hereof and the anticipated Closing Date. Accordingly, the outstanding principal balance as of the anticipated Closing Date of [●], 2025 is expected to remain $82,600,000.00.
1.2 Prepayment Premium
Pursuant to Section [●] of the Existing Credit Agreement, in connection with a mandatory prepayment triggered by a Change of Control, the Borrower is required to pay a prepayment premium equal to 1.0% of the outstanding principal balance of the term loan being prepaid. The prepayment premium is calculated as follows:
$82,600,000.00 × 1.00% = $826,000.00
The prepayment premium due and payable in connection with this payoff is:
$826,000.00
1.3 Accrued and Unpaid Interest
Accrued and unpaid interest on the outstanding principal balance of $82,600,000.00 from the last interest payment date (being [●], 2025) through and including the anticipated Closing Date of [●], 2025, calculated at the applicable interest rate under the Existing Credit Agreement (being [●]% per annum, based on Term SOFR plus the applicable margin of [●] basis points, with interest computed on the basis of a 360-day year and actual days elapsed), is:
$[●]
Note: The accrued and unpaid interest amount set forth above is an estimate and is subject to confirmation by Elkhorn Capital Markets, LLC no later than two (2) business days prior to the anticipated Closing Date. Elkhorn shall deliver a written confirmation of the final accrued interest amount to Calderwood & Harkness LLP, Whitmore, Kessler & Braun LLP, and Pinnacle Atlantic Bank, N.A. promptly upon calculation thereof.
1.4 Fees and Expenses
In addition to the amounts set forth in Sections 1.1 through 1.3 above, the following fees and expenses are included in the Payoff Amount:
(a) Any accrued and unpaid administrative fees, agent fees, and other recurring fees owing to Elkhorn Capital Markets, LLC under the Existing Credit Agreement through and including the anticipated Closing Date: $[●];
(b) Reasonable and documented out-of-pocket costs and expenses of Elkhorn Capital Markets, LLC (including, without limitation, the fees and disbursements of counsel to Elkhorn) incurred in connection with (i) the review and negotiation of this Payoff Letter, (ii) the preparation, execution, and delivery of UCC-3 termination statements, lien release documents, mortgage satisfactions, and other release instruments contemplated by Section 3 hereof, and (iii) such other matters as are reasonably related to the payoff and discharge of the Existing Credit Agreement: $[●].
Elkhorn shall deliver an itemized invoice with respect to the fees and expenses described in clause (b) above no later than two (2) business days prior to the anticipated Closing Date. The Borrower, Northgate, and their respective counsel shall have a reasonable opportunity to review such invoice, and any good-faith dispute with respect to the amount thereof shall be resolved promptly between the parties; provided that any such dispute shall not delay the payment of the undisputed portion of the Payoff Amount on the Closing Date.
1.5 Total Payoff Amount
The aggregate Payoff Amount, being the sum of Sections 1.1 through 1.4 above, is:
$[●]
(the "Payoff Amount")
The Payoff Amount is calculated as of the anticipated Closing Date of [●], 2025. The Payoff Amount set forth herein is valid only if payment in full is received by Elkhorn Capital Markets, LLC in immediately available funds on or before the anticipated Closing Date.
In the event the Closing Date is delayed beyond the anticipated Closing Date set forth above, interest shall continue to accrue on the outstanding principal balance at the rate specified in the Existing Credit Agreement. The per diem interest accrual amount for each day of delay is:
$[●] per day
For the avoidance of doubt, if the Closing Date is delayed, the Payoff Amount shall be adjusted to include the additional per diem interest for each day of such delay beyond the anticipated Closing Date, and Elkhorn shall provide an updated Payoff Amount upon request by Calderwood & Harkness LLP or Whitmore, Kessler & Braun LLP.
Based on the foregoing, the total estimated Payoff Amount (exclusive of accrued interest and fees to be confirmed) is approximately $83,426,000.00 (representing the sum of the outstanding principal balance of $82,600,000.00 and the prepayment premium of $826,000.00). The final Payoff Amount, inclusive of all accrued interest, fees, and expenses, will be confirmed by Elkhorn Capital Markets, LLC no later than two (2) business days prior to the Closing Date.
Section 2. Wire Transfer Instructions
2.1 Payment Instructions
All amounts constituting the Payoff Amount shall be paid in immediately available funds in United States dollars by federal wire transfer to the following account:
Note: The wire transfer instructions set forth above are subject to confirmation by Elkhorn Capital Markets, LLC and shall be verified by telephonic callback to an authorized officer of Elkhorn prior to the Closing Date. Neither the Borrower, Northgate, Calderwood & Harkness LLP, nor any other party shall be entitled to rely upon wire transfer instructions received by electronic mail alone without independent telephonic verification from an authorized representative of Elkhorn Capital Markets, LLC at the telephone number set forth in Section 10 hereof. Complete wire transfer instructions are set forth on Exhibit D attached hereto and shall be verified and finalized prior to Closing.
2.2 Timing.  Payment of the Payoff Amount must be received in Elkhorn's account no later than 2:00 p.m. Eastern Time on the Closing Date in order to constitute same-day funds and to satisfy the payment obligations contemplated by this Payoff Letter. If payment is received after 2:00 p.m. Eastern Time on the Closing Date, such payment may not be credited until the following business day, in which case additional per diem interest as specified in Section 1.5 above shall be due and payable for such additional day. The parties shall use commercially reasonable efforts to coordinate the timing of the wire transfer with the other closing deliveries contemplated by the Merger Agreement and the new credit facility.
Section 3. Release of Liens and Security Interests
3.1 Automatic Release Upon Receipt of Payoff Amount
Upon receipt by Elkhorn Capital Markets, LLC of the Payoff Amount in full in immediately available funds in accordance with the wire transfer instructions set forth in Section 2 above, all liens, security interests, pledges, assignments, hypothecations, and encumbrances of any kind or nature (whether arising by contract, operation of law, or otherwise) granted by Cascadia Fiber Networks, Inc. and/or any of its direct or indirect subsidiaries (collectively, the "Loan Parties") in favor of Elkhorn Capital Markets, LLC (whether in its capacity as Lender, Administrative Agent, Secured Party, or otherwise) pursuant to or in connection with the Existing Credit Agreement, any related security agreement, pledge agreement, intellectual property security agreement, deposit account control agreement, securities account control agreement, mortgage, deed of trust, assignment of leases and rents, fixture filing, or any other collateral document executed and delivered in connection therewith (collectively, the "Collateral Documents"), shall be automatically and irrevocably released and discharged in full, without further action or consent of Elkhorn or any other person, and all of the Collateral (as defined in the Existing Credit Agreement and the Collateral Documents) shall be released and reconveyed to the applicable Loan Party free and clear of any and all liens and encumbrances arising under or in connection with the Existing Credit Agreement and the Collateral Documents.
3.2 UCC Termination Statements
Elkhorn Capital Markets, LLC hereby agrees to deliver, or cause to be delivered, within five (5) business days following receipt of the Payoff Amount in full, duly authorized and executed UCC-3 termination statements (or, as applicable, UCC-3 amendments reflecting the termination of a filed financing statement) with respect to all UCC-1 financing statements (and any continuation statements or amendments related thereto) filed in connection with the Existing Credit Agreement and the Collateral Documents, including, without limitation, those financing statements filed with the Delaware Secretary of State and any other applicable filing offices in any jurisdiction where a UCC-1 financing statement was filed on behalf of Elkhorn. A schedule of all such UCC-1 financing statements, including file numbers, filing offices, and dates of filing, is set forth on Exhibit A attached hereto.
Elkhorn shall provide file-stamped copies of such UCC-3 termination statements promptly upon receipt thereof from the applicable filing offices to each of the following:
(a) Calderwood & Harkness LLP, 600 Lexington Avenue, 30th Floor, New York, NY 10022, Attention: Oliver Mackenzie / Andrew Fitzpatrick; and
(b) Hargreaves & Liddell LLP (counsel to Pinnacle Atlantic Bank, N.A., as administrative agent under the new credit facility), One Liberty Plaza, 48th Floor, New York, NY 10006, Attention: Victoria Penn.
3.3 Release of Mortgages, Deeds of Trust, and Fixture Filings
Elkhorn Capital Markets, LLC hereby agrees to prepare, execute, acknowledge (before a notary public), and deliver, or cause to be prepared, executed, acknowledged, and delivered, within five (5) business days following receipt of the Payoff Amount in full, duly executed and notarized releases, satisfactions, discharges, or reconveyances (as applicable under the law of the relevant jurisdiction) with respect to all mortgages, deeds of trust, assignments of leases and rents, fixture filings, and other instruments recorded or filed in any county recorder's office, county clerk's office, or other land records office in the States of Oregon, Washington, Idaho, and Nevada in connection with the Existing Credit Agreement and the Collateral Documents, encumbering Cascadia's fiber-optic infrastructure, right-of-way easements, colocation facilities, network equipment sites, or other real property interests. A schedule of all such mortgages, deeds of trust, and fixture filings, including recording information organized by county and state, is set forth on Exhibit B attached hereto.
All such releases and satisfactions shall be in recordable form suitable for filing in the applicable recording offices and shall be delivered to Calderwood & Harkness LLP for recording on behalf of the Borrower and Northgate. Recording fees and documentary transfer taxes, if any, incurred in connection with the filing of such releases shall be borne by the Borrower (or Northgate, as successor to the Borrower following the Closing) and shall not constitute an additional obligation of Elkhorn.
3.4 intellectual Property Lien Releases
To the extent any security interests, assignments, or other liens were filed or recorded with the United States Patent and Trademark Office ("USPTO") or the United States Copyright Office ("USCO") in connection with the Existing Credit Agreement and the Collateral Documents, Elkhorn Capital Markets, LLC hereby agrees to prepare, execute, and deliver, within five (5) business days following receipt of the Payoff Amount in full, appropriate releases, terminations, or other instruments in form suitable for recording with the USPTO and/or USCO, as applicable, to evidence the release and termination of all such liens and security interests. A schedule of all intellectual property security agreements filed with the USPTO or USCO, if any, is set forth on Exhibit C attached hereto.
3.5 Additional Release Documents
Elkhorn Capital Markets, LLC hereby agrees to execute and deliver, from time to time following the receipt of the Payoff Amount in full, such additional instruments, documents, certificates, and agreements as the Borrower, Northgate, Calderwood & Harkness LLP (as counsel to Northgate), Whitmore, Kessler & Braun LLP (as counsel to the Borrower), Pinnacle Atlantic Bank, N.A. (as administrative agent under the new senior secured credit facility), Hargreaves & Liddell LLP (as counsel to the lending syndicate), or any title insurance company or other third party may reasonably request to evidence and effectuate the full and complete release, discharge, and termination of all liens, security interests, pledges, assignments, and encumbrances granted in favor of Elkhorn under or in connection with the Existing Credit Agreement and the Collateral Documents. Such additional documents may include, without limitation, lender's lien release affidavits, estoppel certificates, title insurance endorsements, and such other instruments as are customarily delivered in connection with the discharge of secured indebtedness.
The Borrower and Northgate shall reimburse Elkhorn for its reasonable and documented out-of-pocket costs and expenses (including the reasonable fees and disbursements of counsel) incurred in connection with the preparation, execution, notarization, and filing of any such additional release documents; provided that such reimbursement obligation is included in the fees and expenses set forth in Section 1.4 above to the extent known as of the Closing Date, and any additional amounts incurred thereafter shall be invoiced separately and paid within thirty (30) days of receipt of an invoice therefor.
Section 4. Termination of Existing Credit Agreement
4.1 Full Satisfaction and Discharge
Upon receipt by Elkhorn Capital Markets, LLC of the Payoff Amount in full in immediately available funds in accordance with the terms of this Payoff Letter, the Existing Credit Agreement and all related loan documents, including, without limitation, all promissory notes, security agreements, pledge agreements, guaranty agreements, intellectual property security agreements, deposit account control agreements, intercreditor agreements, subordination agreements, and all other ancillary agreements and instruments executed and delivered in connection with or pursuant to the Existing Credit Agreement (collectively with the Existing Credit Agreement, the "Loan Documents"), shall be deemed fully and finally satisfied, paid, terminated, and discharged in all respects. Upon such satisfaction and discharge, neither Cascadia Fiber Networks, Inc. nor any guarantor, pledgor, or other Loan Party that has provided credit support or collateral in connection with the Existing Credit Agreement shall have any further obligation, liability, or indebtedness to Elkhorn Capital Markets, LLC in respect of the Existing Credit Agreement or any of the other Loan Documents; provided, however, that the foregoing shall not release or discharge any obligations of the Borrower or the other Loan Parties that by their express terms survive termination of the Existing Credit Agreement, including, without limitation, (a) customary indemnification obligations under Section [●] of the Existing Credit Agreement, (b) expense reimbursement obligations that have accrued but have not yet been invoiced as of the Closing Date, and (c) any confidentiality obligations expressly stated to survive termination (collectively, the "Surviving Obligations"). For the avoidance of doubt, no Surviving Obligation shall include any obligation to pay principal, interest, fees, or premiums under the Existing Credit Agreement.
4.2 No Further Advances
Elkhorn Capital Markets, LLC hereby confirms that, from and after the date of this Payoff Letter, no further advances, loans, draws, or other extensions of credit will be made under the Existing Credit Agreement. The commitment of Elkhorn to make any further loans or advances under the Existing Credit Agreement is hereby irrevocably terminated effective as of the date hereof.
4.3 Return of Collateral
To the extent Elkhorn Capital Markets, LLC holds any possessory collateral, including, without limitation, any original stock certificates, membership interest certificates, promissory notes, instruments, chattel paper, or other tangible collateral delivered to Elkhorn pursuant to the Collateral Documents, Elkhorn shall return such possessory collateral to Cascadia Fiber Networks, Inc. (or, at the direction of Calderwood & Harkness LLP on behalf of Northgate, to such other person as may be designated in writing) within five (5) business days following receipt of the Payoff Amount in full. Elkhorn shall deliver such possessory collateral by nationally recognized overnight courier service (with tracking and signature confirmation) to the address specified by Calderwood & Harkness LLP or, in the absence of such direction, to the Borrower at the address set forth in the heading of this Payoff Letter. The risk of loss with respect to any possessory collateral shall pass to the Borrower (or its designee) upon delivery to the courier service.
Section 5. Representations and Confirmations of Elkhorn Capital Markets
Elkhorn Capital Markets, LLC hereby represents, warrants, and confirms to the Borrower, Northgate, and each of the other addressees and reliance parties identified in Section 7 hereof that, as of the date hereof:
(a) Outstanding Principal Balance. The outstanding principal balance of the term loan under the Existing Credit Agreement is $82,600,000.00, and no additional principal amounts are outstanding or will become outstanding under the Existing Credit Agreement prior to the anticipated Closing Date.
(b) No Other Extensions of Credit. There are no other term loans, revolving loans, revolving credit commitments, letters of credit (whether drawn or undrawn), bankers' acceptances, swing line loans, or other extensions of credit of any kind or nature outstanding under the Existing Credit Agreement, other than the term loan in the outstanding principal amount set forth in clause (a) above. No letter of credit has been issued, and no letter of credit reimbursement obligation exists, under the Existing Credit Agreement.
(c) No Assignments or Participations. Elkhorn Capital Markets, LLC has not sold, assigned, transferred, conveyed, or participated any portion of the Obligations, the term loan, or any of its rights, interests, or obligations under the Existing Credit Agreement or any of the other Loan Documents to any third party. Elkhorn is the sole holder of the entire outstanding principal balance of the term loan and the sole beneficiary of all liens and security interests granted under the Collateral Documents. In the event that, notwithstanding the foregoing, any assignment, participation, or transfer has been made, Elkhorn shall identify such assignees, participants, or transferees and shall confirm that this Payoff Letter is binding upon such parties and that the lien releases contemplated herein are authorized by such parties.
(d) No Further Amounts Owing. Upon receipt of the Payoff Amount in full, no further amounts of any kind or nature (whether for principal, interest, fees, premiums, expenses, indemnification, or otherwise) will be owed by the Borrower or any other Loan Party to Elkhorn Capital Markets, LLC under the Existing Credit Agreement or any of the other Loan Documents, other than the Surviving Obligations described in Section 4.1 above.
(e) Authority. Elkhorn Capital Markets, LLC has full corporate (or limited liability company) power, authority, and legal right to execute, deliver, and perform this Payoff Letter and to authorize, execute, and deliver each of the lien releases, UCC-3 termination statements, mortgage satisfactions, intellectual property lien releases, and other release documents contemplated by Section 3 hereof. The execution, delivery, and performance of this Payoff Letter by Elkhorn has been duly authorized by all necessary limited liability company action. The person executing this Payoff Letter on behalf of Elkhorn is duly authorized to do so.
(f) No Default Claims. As of the date hereof, Elkhorn has not delivered any notice of default or event of default to the Borrower under the Existing Credit Agreement (other than any notice delivered in connection with the Change of Control arising from the Merger), and Elkhorn is not aware of any default or event of default under the Existing Credit Agreement that would give rise to any claim, right, or remedy on the part of Elkhorn other than the mandatory prepayment right triggered by the Change of Control.
Section 6. Authorization to Pinnacle Atlantic Bank / New Facility
The parties acknowledge that the release and termination of all liens and security interests held by Elkhorn Capital Markets, LLC under or in connection with the Existing Credit Agreement and the Collateral Documents, as contemplated by Section 3 of this Payoff Letter, constitutes a condition precedent to the closing of the $500,000,000 senior secured credit facility (the "New Credit Facility") to be entered into by the Borrower (as the surviving entity following the Merger) with Pinnacle Atlantic Bank, N.A., as administrative agent and collateral agent (the "New Administrative Agent"), and the syndicate of lenders party thereto. The first-priority liens and security interests to be granted in favor of the New Administrative Agent (for the benefit of the lenders under the New Credit Facility) in substantially all of the assets of the Borrower and its subsidiaries require the prior release, termination, and discharge of all liens, security interests, and encumbrances held by Elkhorn under the Existing Credit Agreement and the Collateral Documents.
For the avoidance of doubt, it is acknowledged that Elkhorn Capital Markets, LLC is also a participant in the lending syndicate under the New Credit Facility, with a commitment of $75,000,000; however, this Payoff Letter relates solely and exclusively to Elkhorn's capacity as Lender and Administrative Agent under the Existing Credit Agreement, and nothing contained herein shall affect, modify, limit, or otherwise impair Elkhorn's rights, obligations, or commitments as a lender under the New Credit Facility. Elkhorn's participation in the New Credit Facility is governed exclusively by the terms of the credit agreement relating to the New Credit Facility and the related loan documents executed in connection therewith.
Section 7. Irrevocability; Reliance
This Payoff Letter is irrevocable and may not be amended, modified, revoked, or withdrawn by Elkhorn Capital Markets, LLC without the prior written consent of the Borrower, Northgate, and the New Administrative Agent. This Payoff Letter may be relied upon by each of the following parties (collectively, the "Reliance Parties"):
(a) Cascadia Fiber Networks, Inc., as Borrower;
(b) Northgate Telecommunications PLC, as acquiror;
(c) NTP Acquisition Sub, Inc., as Merger Sub;
(d) Calderwood & Harkness LLP, as counsel to Northgate;
(e) Whitmore, Kessler & Braun LLP, as counsel to the Borrower;
(f) Pinnacle Atlantic Bank, N.A., as administrative agent and collateral agent under the New Credit Facility;
(g) Hargreaves & Liddell LLP, as counsel to the lending syndicate under the New Credit Facility;
(h) any title insurance company issuing a lender's title insurance policy or endorsement in connection with the New Credit Facility; and
(i) any other party reasonably requiring evidence of the release and termination of the liens and security interests described herein, as may be agreed by Elkhorn in writing.
The representations, warranties, confirmations, and agreements of Elkhorn Capital Markets, LLC contained in this Payoff Letter shall survive the payment of the Payoff Amount, the termination of the Existing Credit Agreement and the other Loan Documents, and the consummation of the Merger, and shall continue in full force and effect for the benefit of each of the Reliance Parties.
Section 8. Governing Law
This Payoff Letter shall be governed by, and construed and enforced in accordance with, the laws of the State of New York, without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York. The selection of New York law as the governing law of this Payoff Letter is consistent with the governing law provision set forth in Section [●] of the Existing Credit Agreement. Each of the parties hereto irrevocably submits to the non-exclusive jurisdiction of the courts of the State of New York sitting in the Borough of Manhattan and of the United States District Court for the Southern District of New York in connection with any dispute arising out of or relating to this Payoff Letter.
Section 9. Counterparts; Electronic Delivery
This Payoff Letter may be executed in one or more counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute one and the same instrument. Delivery of an executed counterpart of this Payoff Letter (or a signature page hereto) by facsimile, portable document format (PDF), or other electronic means (including any electronic signature complying with the federal ESIGN Act or the Uniform Electronic Transactions Act) shall be effective as delivery of a manually executed counterpart hereof. Each party hereto agrees that the electronic signatures appearing on this Payoff Letter shall have the same legal effect, validity, and enforceability as manually executed signatures.
Section 10. Contact Information
For any questions regarding this Payoff Letter, the calculation of the Payoff Amount, wire transfer instructions, the status of lien release documents, or any other matter relating to the payoff and discharge of the Existing Credit Agreement, please contact:
Elkhorn Capital Markets, LLC
Attention: [●], [Title]
Telephone: [●]
Email: [●]
All notices, requests, and communications to Elkhorn in connection with this Payoff Letter shall be directed to the contact person identified above, with a copy to Elkhorn's outside counsel (if any) at the address to be provided by Elkhorn.
[Signature Pages Follow]
IN WITNESS WHEREOF, Elkhorn Capital Markets, LLC has caused this Payoff Letter to be executed and delivered by its duly authorized representative as of the date first written above.
ELKHORN CAPITAL MARKETS, LLC
By: ________
Name: [●]
Title: [●]
Date: [●], 2025
ACKNOWLEDGMENT AND AGREEMENT
The undersigned Borrower hereby acknowledges receipt of this Payoff Letter, agrees to the terms and conditions set forth herein, and confirms the accuracy and completeness of the outstanding Obligations set forth in Section 1 hereof. The undersigned Borrower further authorizes and directs that the Payoff Amount be paid from the closing funds available on the Closing Date in accordance with the wire transfer instructions set forth in Section 2 above, and acknowledges that such payment is a condition to the closing of the Merger and the New Credit Facility.
CASCADIA FIBER NETWORKS, INC.
By: ________
Name: Tobias Engel
Title: Chief Financial Officer
Date: [●], 2025
EXHIBITS AND ATTACHMENTS
The following Exhibits are attached hereto and incorporated herein by reference:
Exhibit A — Schedule of UCC Financing Statements to be Terminated
Listing all UCC-1 financing statements (and any continuation statements, amendments, or assignments related thereto) filed in connection with the Existing Credit Agreement and the Collateral Documents, including the following information for each filing:
•  File number
•  Filing office (jurisdiction and office)
•  Date of filing
•  Debtor name (as filed)
•  Secured party name (as filed)
•  Description of collateral (summary)
•  Status of any continuation statements or amendments
[To be completed by Elkhorn Capital Markets, LLC and reviewed by Calderwood & Harkness LLP prior to Closing]
Exhibit B — Schedule of Mortgages, Deeds of Trust, and Fixture Filings to be Released
Listing all mortgages, deeds of trust, assignments of leases and rents, fixture filings, and other real property encumbrances recorded in connection with the Existing Credit Agreement and the Collateral Documents, organized by state and county, including the following information for each recording:
•  State and County
•  Type of instrument (mortgage, deed of trust, fixture filing, etc.)
•  Recording date
•  Recording number / instrument number / book and page
•  Grantor / Trustor
•  Beneficiary / Mortgagee
•  Property description (summary)
•  Related fiber-optic infrastructure, easement, or real property interest
States covered: Oregon, Washington, Idaho, and Nevada
[To be completed by Elkhorn Capital Markets, LLC and reviewed by Calderwood & Harkness LLP prior to Closing]
Exhibit C — Schedule of intellectual Property Security Agreements
Listing all security agreements, assignments, or other lien filings recorded with the United States Patent and Trademark Office or the United States Copyright Office in connection with the Existing Credit Agreement and the Collateral Documents, including the following information:
•  Filing office (USPTO or USCO)
•  Date of filing / recordation
•  Reel and frame number (if applicable)
•  Description of intellectual property covered
•  Assignor / Grantor
•  Assignee / Secured Party
[To be completed by Elkhorn Capital Markets, LLC and reviewed by Calderwood & Harkness LLP prior to Closing; if no intellectual property liens were filed, Exhibit C shall so state]
Exhibit D — Wire Transfer Instructions
Complete wire transfer instructions for payment of the Payoff Amount to Elkhorn Capital Markets, LLC, including:
•  Bank name
•  ABA / Routing number
•  Account name
•  Account number
•  SWIFT code (if applicable)
•  Reference line
•  Callback contact for verification
[To be completed and verified by Elkhorn Capital Markets, LLC and confirmed by telephonic callback prior to Closing]
Exhibit E — Form of UCC-3 Termination Statement
Form of UCC-3 Financing Statement Amendment (termination) to be filed with the Delaware Secretary of State and other applicable filing offices, pre-approved by Elkhorn Capital Markets, LLC, in substantially the form attached hereto.
[To be prepared by Calderwood & Harkness LLP and approved by Elkhorn Capital Markets, LLC prior to Closing]
DRAFT — FOR DISCUSSION PURPOSES ONLY
Prepared by Calderwood & Harkness LLP on behalf of Northgate Telecommunications PLC
C&H Matter No. 1022-00006 / Billing No. 78432.001
Total estimated payoff amount (exclusive of accrued interest and fees) is approximately $83,426,000. Final payoff amount to be confirmed by Elkhorn Capital Markets, LLC two (2) business days prior to the Closing Date.
Bank Name: | [●]
ABA/Routing Number: | [●]
Account Name: | Elkhorn Capital Markets, LLC
Account Number: | [●]
Reference: | Cascadia Fiber Networks, Inc. — Term Loan Payoff / [Loan Reference Number]

ELKHORN CAPITAL MARKETS, LLC

PAYOFF LETTER

ELKHORN CAPITAL MARKETS, LLC

ACKNOWLEDGMENT AND AGREEMENT

CASCADIA FIBER NETWORKS, INC.

EXHIBITS AND ATTACHMENTS

Record

Parties

Dates

Amounts