1023-00001 · Ironside Capital Management LP · Dormancy

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MERIDIAN INFRASTRUCTURE GP IV LLC 200 Clarendon Street, Suite 4200 Boston, Massachusetts 02116

January 9, 2023

Via Email and Overnight Courier

Ironside Capital Management LP 590 Madison Avenue, 38th Floor New York, New York 10022

Attention: Marcus J. Calloway, Founder & Chief Investment Officer

Renata Obasi, Senior Managing Director, Infrastructure

Copy to:

Calderwood & Harkness LLP 125 Broad Street, 44th Floor New York, New York 10004

Attention: Pamela Cross, Esq.

Re: ICM Cascadia Co-Invest, LP (EIN: 88-3921457; Delaware Secretary of State File No. 7439218) — Notice of Capital Call Suspension Pursuant to Section 7.04 of the Limited Partnership Agreement dated July 29, 2022

Dear Mr. Calloway and Ms. Obasi:

1. Introduction and Authority

Meridian Infrastructure GP IV LLC, a Delaware limited liability company (the "General Partner" or "GP"), serves as the general partner of ICM Cascadia Co-Invest, LP, a Delaware limited partnership formed on July 22, 2022 (the "Partnership" or the "Vehicle"). Ironside Capital Management LP, a Delaware limited partnership ("Ironside" or the "Limited Partner"), is the sole limited partner of the Partnership, holding a 99.99% limited partnership interest representing a capital commitment of Two Hundred Ninety-Nine Million Nine Hundred Seventy Thousand Dollars ($299,970,000). The GP holds the remaining 0.01% limited partnership interest, representing a capital commitment of Thirty Thousand Dollars ($30,000). The total committed capital of the Partnership is Three Hundred Million Dollars ($300,000,000).

This notice (this "Notice") is being delivered to the Limited Partner pursuant to Section 7.04 of the Amended and Restated Agreement of Limited Partnership of ICM Cascadia Co-Invest, LP, dated as of July 29, 2022 (as amended, restated, supplemented, or otherwise modified from time to time, the "LP Agreement"), and in accordance with the terms and conditions of that certain Side Letter between Ironside and the GP, dated as of July 29, 2022 (the "Side Letter"). This Notice sets forth the GP's formal declaration of a Material Impediment Event (as defined in the LP Agreement) and the resulting suspension of all capital calls under the LP Agreement, effective as of the date hereof.

Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the LP Agreement.

2. Purpose of the Partnership

The Partnership was formed for the sole purpose of co-investing alongside Meridian Infrastructure Partners Fund IV, LP, a Delaware limited partnership ("Fund IV"), in the acquisition of one hundred percent (100%) of the outstanding equity interests of Cascadia Renewables Holdings, Inc., an Oregon corporation ("Cascadia" or the "Target"), through Cascadia Acquisition Corp., a newly formed Delaware corporation ("AcquisitionCo"). The acquisition is to be consummated pursuant to that certain Equity Purchase Agreement, dated as of September 15, 2022 (as amended, the "EPA"), among the selling shareholders of Cascadia (being Timberline Growth Equity Fund III, LP, the Weir Family Trust, and the Management Rollover Pool, collectively, the "Selling Shareholders"), Cascadia, and AcquisitionCo.

The aggregate enterprise value of the Target established under the EPA is One Billion Nine Hundred Fifty Million Dollars ($1,950,000,000). The total equity commitment required to consummate the acquisition is One Billion Fifty Million Dollars ($1,050,000,000), allocated as follows pursuant to the Co-Investment Allocation Agreement dated as of July 29, 2022 (the "Allocation Agreement"):

The remaining portion of the enterprise value is to be funded through a senior secured term loan facility and revolving credit facility, as described in further detail in Section 4.2 below. The Allocation Agreement governs the respective commitments, rights, and obligations of Fund IV and the Partnership with respect to the co-investment in the Target, and the Partnership's participation in the acquisition is subject to and conditioned upon the terms of the Allocation Agreement and the LP Agreement.

3. Capital Call History

Since the formation of the Partnership, the GP has issued a single capital call to the Limited Partner:

Capital Call Notice #1, dated August 15, 2022, in the aggregate amount of Twenty-Two Million Five Hundred Thousand Dollars ($22,500,000), representing 7.5% of the Limited Partner's total capital commitment of $299,970,000 (and the GP's proportionate share of $2,250 with respect to its $30,000 commitment). The Limited Partner timely funded its capital contribution in accordance with the terms of the capital call notice and the LP Agreement.

The proceeds of Capital Call Notice #1 were applied as follows:

As of the date of this Notice, the remaining unfunded commitment of the Limited Partner is Two Hundred Seventy-Seven Million Four Hundred Seventy-Two Thousand Five Hundred Dollars ($277,472,500), and the remaining unfunded commitment of the GP is Twenty-Seven Thousand Seven Hundred Fifty Dollars ($27,750), for an aggregate remaining unfunded commitment of Two Hundred Seventy-Seven Million Five Hundred Thousand Dollars ($277,500,000). No additional capital call notices have been issued, and no additional capital contributions have been funded.

4. Declaration of Material Impediment Event

4.1 Statutory Basis

Section 7.04 of the LP Agreement authorizes the GP to declare a "Material Impediment Event" upon its good-faith determination, exercised in its reasonable discretion, that either:

(a) a condition precedent to the closing of the investment contemplated by the Partnership has failed or is reasonably expected to fail, and such failure is not reasonably likely to be cured within ninety (90) days of the date of the GP's determination; or

(b) a Material Adverse Effect (as such term is defined in the EPA and incorporated by reference into the LP Agreement) has occurred or is reasonably expected to occur with respect to the Target.

Upon the occurrence of a Material Impediment Event, the GP is authorized—and, in circumstances where the GP determines that the continuation of capital calls would be imprudent or contrary to the best interests of the Partnership, obligated—to suspend all further capital calls under Section 4.01 of the LP Agreement and to place the Partnership in a period of dormancy until such time as the Material Impediment Event is resolved or the Partnership is wound down in accordance with the provisions of the LP Agreement.

4.2 Factual Basis for Declaration

The GP's determination that a Material Impediment Event exists is based upon the following facts and circumstances, which are set forth in reasonable detail for the information of the Limited Partner:

The Bull Run Concession Renegotiation. On October 28, 2022, the Portland Metropolitan Water District (the "Water District"), a municipal utility organized under Oregon law, delivered formal written notice to Cascadia of the Water District's intent to renegotiate the forty (40)-year water-treatment concession for the Bull Run Filtration Project (the "Bull Run Concession"). The Bull Run Concession was originally executed in approximately 2018 between Cascadia and the Water District, and granted Cascadia exclusive rights to design, build, finance, operate, and maintain the Bull Run water-filtration facility under a long-term concession arrangement. The Water District cited changed regulatory requirements under Oregon Senate Bill 1567 (2022), which imposed enhanced environmental compliance standards and affordability benchmarks on water infrastructure concessions, as the statutory basis for the renegotiation.

The Bull Run Concession is a critical asset of the Target. In fiscal year 2021, the Bull Run Concession generated annual revenue of approximately Sixty-Four Million Dollars ($64,000,000), representing approximately 13.1% of Cascadia's total consolidated revenue of Four Hundred Eighty-Seven Million Dollars ($487,000,000) for the same period. The Bull Run Concession also contributed a disproportionate share of Cascadia's earnings before interest, taxes, depreciation, and amortization ("EBITDA") of One Hundred Thirty-Eight Million Dollars ($138,000,000) in fiscal year 2021, given the concession's favorable operating margin profile relative to Cascadia's other business lines. The Bull Run Concession was a material consideration in the determination of the aggregate enterprise value under the EPA and was reflected in the implied EV/EBITDA multiple of approximately 14.1x.

Renegotiation proceedings between Cascadia and the Water District opened in November 2022 and remain unresolved as of the date of this Notice. The scope of the renegotiation is broad and encompasses, among other matters, pricing mechanisms, capital expenditure obligations, performance benchmarks, environmental compliance standards, and the remaining term of the concession. The outcome of the renegotiation is uncertain, and there can be no assurance that the renegotiated terms will preserve the economic value of the Bull Run Concession as reflected in the EPA enterprise value.

Prior Notification to the Limited Partner. On November 10, 2022, the GP notified Ironside by email and written correspondence of the Bull Run Concession renegotiation and its potential implications for the acquisition and the Partnership. That notification was provided in the spirit of transparency and in accordance with the reporting obligations set forth in the Side Letter, but did not at that time constitute a declaration of a Material Impediment Event. Since that notification, the GP has continued to monitor the situation and has engaged in extensive consultation with its legal, financial, and technical advisors.

Impact on Closing Conditions and Financing. The Bull Run Concession renegotiation creates significant uncertainty in multiple respects that are directly relevant to the Partnership's investment and the satisfaction of the conditions precedent to the closing of the acquisition:

(i) Revenue and Cash Flow Sustainability. The renegotiation introduces material uncertainty regarding the sustainability of the revenue and cash flows underpinning the agreed enterprise value of $1,950,000,000 and the implied EV/EBITDA multiple of approximately 14.1x. A material adverse change in the terms of the Bull Run Concession could result in a significant reduction in Cascadia's forward-looking revenue and EBITDA, undermining the economic rationale for the acquisition at the agreed valuation.

(ii) No-Material-Adverse-Effect Closing Condition. The EPA contains a customary closing condition requiring, among other things, that no Material Adverse Effect (as defined in the EPA) shall have occurred with respect to the Target between the date of execution of the EPA and the closing date. The renegotiation of the Bull Run Concession and the uncertainty surrounding its outcome raise substantial questions as to whether a Material Adverse Effect has occurred or is reasonably expected to occur, which could prevent the satisfaction of this closing condition.

(iii) Debt Financing. The acquisition is to be financed in part through a Nine Hundred Seventy-Five Million Dollar ($975,000,000) senior secured term loan facility and a One Hundred Fifty Million Dollar ($150,000,000) revolving credit facility (collectively, the "Debt Facilities"), to be arranged and provided by Atlas National Bank, N.A. (as lead arranger and administrative agent) and Pinnacle Credit Partners LLC (as co-lender), pursuant to a debt commitment letter dated August 30, 2022 (the "Commitment Letter"). The funding of the Debt Facilities is subject to customary conditions, including the absence of a material adverse change with respect to the Target. The Bull Run Concession renegotiation creates significant risk that Atlas National Bank and Pinnacle Credit Partners may decline to fund the Debt Facilities or may seek to renegotiate the terms of the financing, which would jeopardize the closing of the acquisition.

Extension of the EPA Outside Date. In recognition of the uncertainty created by the Bull Run Concession renegotiation, the parties to the EPA entered into that certain First Amendment to the Equity Purchase Agreement, dated as of November 22, 2022 (the "First Amendment"), pursuant to which the outside date for the closing of the acquisition was extended from December 31, 2022 to March 31, 2023. The First Amendment was negotiated among the Selling Shareholders, Cascadia, and AcquisitionCo, with the participation and consent of the GP and Fund IV. While the extension of the outside date provides additional time for the resolution of the concession renegotiation and the satisfaction of closing conditions, it does not, in and of itself, resolve the underlying uncertainty.

Regulatory Approvals. Approval from the Federal Energy Regulatory Commission ("FERC") under Section 203 of the Federal Power Act was received on December 15, 2022 (Docket No. EC22-143-000), conditional on the completion of license-transfer filings within sixty (60) days of the closing of the acquisition. However, the application to the Oregon Public Utility Commission ("OPUC") (Docket No. UM-2287), which was filed on October 14, 2022, remains pending as of the date of this Notice. While the FERC approval is a positive development, the continued pendency of the OPUC application represents an additional unresolved closing condition.

Advisor Consultation. The GP has undertaken a thorough evaluation of the foregoing facts and circumstances in consultation with its legal advisors, Breckenridge Sloane & Pratt LLP, and its financial and strategic advisors, Blackthorn Advisory Group LLC. Based on this evaluation, the GP has determined that the conditions precedent to the closing of the acquisition are not reasonably likely to be satisfied within ninety (90) days of the date hereof, principally due to the unresolved Bull Run Concession renegotiation and its cascading impact on (A) the financial condition and prospects of the Target, (B) the ability to satisfy the no-Material-Adverse-Effect closing condition under the EPA, and (C) the willingness and ability of the lenders to fund the Debt Facilities under the Commitment Letter.

4.3 Formal Declaration

Based upon the foregoing, the GP hereby formally declares, effective as of January 9, 2023, that a Material Impediment Event exists within the meaning of Section 7.04 of the LP Agreement. The basis for this declaration encompasses both prongs of Section 7.04:

(a) Section 7.04(a) — Expected Failure of Closing Conditions. The GP has determined that one or more conditions precedent to the closing of the investment contemplated by the Partnership have failed or are reasonably expected to fail, and that such failure is not reasonably likely to be cured within ninety (90) days of the date of this determination. Specifically, the no-Material-Adverse-Effect closing condition and the financing conditions under the Commitment Letter are at material risk of failure due to the unresolved Bull Run Concession renegotiation.

(b) Section 7.04(b) — Material Adverse Effect. The GP has determined that a Material Adverse Effect has occurred or is reasonably expected to occur with respect to the Target, arising from the Water District's formal notice of intent to renegotiate the Bull Run Concession and the resulting uncertainty regarding the terms, duration, and economic value of the Bull Run Concession going forward.

5. Suspension of Capital Calls

Effective immediately upon the date hereof, the GP hereby suspends all further capital calls under Section 4.01 of the LP Agreement. No additional capital contributions shall be required of the Limited Partner, or of the GP, during the pendency of the Material Impediment Event, unless and until the GP delivers to the Limited Partner a written notice of the termination of the Material Impediment Event and the resumption of the GP's capital call authority under the LP Agreement.

The Limited Partner's unfunded commitment of Two Hundred Seventy-Seven Million Four Hundred Seventy-Two Thousand Five Hundred Dollars ($277,472,500) remains an outstanding obligation of the Limited Partner under the LP Agreement, but such commitment shall not be callable during the capital call suspension period. Similarly, the GP's unfunded commitment of Twenty-Seven Thousand Seven Hundred Fifty Dollars ($27,750) shall not be callable during the suspension period. The suspension of capital calls does not extinguish, reduce, or otherwise modify the Limited Partner's or the GP's capital commitments under the LP Agreement, except as may be determined in connection with a wind-down of the Partnership in accordance with the terms of the LP Agreement.

During the suspension period, the Partnership shall enter a period of dormancy, during which no new investment activity shall be undertaken and no new commitments or obligations shall be entered into on behalf of the Partnership, except as necessary to preserve and protect existing Partnership assets and to maintain the Partnership's organizational and regulatory standing.

6. Status of Called Capital and Partnership Assets

The Twenty-Two Million Five Hundred Thousand Dollars ($22,500,000) of called capital previously funded by the Limited Partner (together with the GP's proportionate contribution) remains in the Partnership's accounts and under the custody and control of the GP, subject to the terms of the LP Agreement.

The current disposition of Partnership funds is as follows:

(a) Working-Capital Reserve. Three Million Five Hundred Thousand Dollars ($3,500,000) is currently held in the Partnership's operating account at Atlas National Bank, N.A. (Account No. ending in 4781). This working-capital reserve is subject to drawdown for operating expenses during the dormancy period, as described below.

(b) Previously Expended Amounts. The amounts previously expended from the proceeds of Capital Call Notice #1—comprising organizational expenses ($285,000), the placement-agent fee to Rivermark Capital Markets Inc. ($1,050,000), the representations and warranties insurance premium deposit to Northgate Specialty Insurance Co. ($4,875,000), and due-diligence costs and deposits ($12,790,000)—are sunk costs and are not refundable in the ordinary course. Certain of these amounts may be partially recoverable in the event of specific outcomes (for example, a partial refund of the R&W insurance premium deposit in the event of policy cancellation, subject to the terms of the insurance policy), but the GP makes no representation or guarantee as to recoverability.

The GP estimates that annualized operating expenses during the dormancy period will be approximately One Hundred Eighty-Five Thousand Dollars ($185,000), covering the following items:

The GP will manage these expenses from the working-capital reserve. Based on current estimates, the working-capital reserve is sufficient to fund approximately eighteen (18) to nineteen (19) years of dormancy expenses, assuming no material changes in cost levels. The GP does not anticipate the need for additional capital calls solely to fund dormancy-period operating expenses.

7. Governance During Dormancy Period

7.1 GP Reporting Obligations

Pursuant to Section 7.04(b) of the LP Agreement and the reporting obligations set forth in the Side Letter, the GP shall provide quarterly status reports to the Limited Partner during the dormancy period. Reports shall be delivered within thirty (30) days following the end of each calendar quarter (or more frequently if warranted by material developments) and shall address the following matters:

(i) the status of the Bull Run Concession renegotiation proceedings between Cascadia and the Portland Metropolitan Water District, including any material developments, proposals, or agreements;

(ii) the status of regulatory approvals required for the closing of the acquisition, including the FERC Section 203 approval (Docket No. EC22-143-000) and any associated license-transfer filing requirements, and the OPUC application (Docket No. UM-2287);

(iii) the status of the EPA (as amended by the First Amendment and any subsequent amendments), including any proposed or executed amendments, extensions of the outside date, or termination events;

(iv) the status of the Commitment Letter and the Debt Facilities, including any amendments, extensions, expirations, or terminations of the lenders' commitments;

(v) the financial position of the Partnership, including cash balances, expenses incurred, and projected runway; and

(vi) the GP's assessment of the continued existence or potential resolution of the Material Impediment Event, including the GP's evaluation of whether conditions exist or are expected to exist that would support a termination of the Material Impediment Event and resumption of capital call authority.

The GP shall deliver such reports to the Limited Partner at the address set forth in the LP Agreement and to the Limited Partner's counsel at Calderwood & Harkness LLP, unless the Limited Partner designates an alternative recipient or delivery method in writing.

7.2 Limited Partner Wind-Down Election Right

The GP acknowledges and confirms that, pursuant to Section 7.04(c) of the LP Agreement, if the Material Impediment Event declared herein and the resulting dormancy of the Partnership continue for a period of eighteen (18) consecutive months from the date of this Notice (that is, through and including July 9, 2024), the Limited Partner shall have the right, exercisable in its sole discretion, to elect a wind-down of the Partnership by delivering written notice of such election to the GP (a "Wind-Down Election Notice").

Upon receipt of a valid Wind-Down Election Notice, the GP shall commence the orderly wind-down and dissolution of the Partnership in accordance with Article XII of the LP Agreement. A wind-down election would require, among other things:

(a) the return to the partners of all uncommitted capital (i.e., the release of the unfunded commitment obligations of the Limited Partner and the GP);

(b) the distribution of remaining Partnership assets, net of all expenses, liabilities, and obligations of the Partnership, in accordance with the distribution waterfall set forth in Section 6.02 of the LP Agreement;

(d) such other actions as are necessary or appropriate to effect the dissolution and winding-up of the Partnership under the Delaware Revised Uniform Limited Partnership Act and the LP Agreement.

The GP will provide the Limited Partner with written notice no later than sixty (60) days prior to the expiration of the eighteen (18)-month period (i.e., on or before May 10, 2024) to facilitate informed decision-making by the Limited Partner regarding the exercise of its wind-down election right. Such notice shall include a comprehensive status report and the GP's recommendation regarding the continued viability of the Partnership and the investment.

7.3 Ongoing Obligations

During the dormancy period, the Partnership shall continue to comply with all applicable regulatory, tax, and entity-maintenance obligations, including without limitation:

(a) Delaware Secretary of State annual reporting requirements;

(b) Delaware franchise tax obligations, including timely payment of the annual franchise tax;

(d) annual audit requirements under the LP Agreement; and

(e) maintenance of the Partnership's registered agent, Cascade Systems, at its registered office located at 160 Greentree Drive, Suite 101, Dover, Delaware 19904, and ensuring all required filings with the Delaware Secretary of State are made in a timely manner.

The GP shall ensure that all such obligations are satisfied from Partnership funds and that the Partnership remains in good standing under the laws of the State of Delaware throughout the dormancy period.

8. Status of Related Agreements

The GP wishes to apprise the Limited Partner of the current status of certain agreements ancillary to the acquisition and the Partnership:

Representations & Warranties Insurance. The representations and warranties insurance policy issued by Northgate Specialty Insurance Co. (Policy No. NSW-RI-2022-09814, with a coverage limit of $195,000,000) remains bound as of the date of this Notice. In light of the capital call suspension and the uncertainty surrounding the timing of the closing of the acquisition, the GP intends to negotiate a tolling side letter with Northgate Specialty Insurance Co. to suspend the coverage period during the dormancy period, thereby preserving the Partnership's rights under the policy without the accrual of policy-period time that would otherwise reduce the available coverage window. The GP notes, for the Limited Partner's information, that such tolling side letter was subsequently executed on January 20, 2023, on terms satisfactory to the GP.

Equity Purchase Agreement. The EPA, as amended by the First Amendment dated November 22, 2022, remains in full force and effect as of the date of this Notice. The outside date for the closing of the acquisition, as extended by the First Amendment, is March 31, 2023. The GP may, in consultation with Fund IV and the Selling Shareholders, seek further extensions of the outside date as warranted by the circumstances, including the progress or resolution of the Bull Run Concession renegotiation and the status of regulatory approvals. The GP will promptly notify the Limited Partner of any proposed or executed amendments to the EPA, including any further extensions of the outside date.

Debt Commitment Letter. The Commitment Letter from Atlas National Bank, N.A. and Pinnacle Credit Partners LLC for the Debt Facilities remains in effect as of the date of this Notice and is currently set to expire on its original terms. The GP will monitor the status of the Commitment Letter and will consider whether it is advisable to seek an extension of the lenders' commitments, taking into account the status of the Material Impediment Event, the Bull Run Concession renegotiation, and the EPA outside date. The GP will notify the Limited Partner of any material developments with respect to the Commitment Letter.

Other Agreements. As circumstances warrant, the GP may pursue a Mutual Standstill and Preservation Agreement with the Selling Shareholders and other parties to the EPA, or other agreements designed to preserve the parties' rights and options during the dormancy period. The GP will inform the Limited Partner of any such agreements in the quarterly status reports described in Section 7.1 above.

9. Reservation of Rights

This Notice constitutes a formal declaration of a Material Impediment Event and a suspension of capital calls under the LP Agreement. This Notice does not constitute, and shall not be construed as, a termination, dissolution, or wind-down of the Partnership. The Partnership continues to exist as a Delaware limited partnership in good standing, and the LP Agreement and all related agreements remain in full force and effect, except as expressly modified by the capital call suspension declared herein.

The GP expressly reserves all of its rights, powers, and remedies under the LP Agreement, the EPA, the Allocation Agreement, the Commitment Letter, and all ancillary agreements, at law, and in equity, including without limitation the right to (a) terminate the Material Impediment Event and resume capital call authority upon a determination that the conditions giving rise to the Material Impediment Event have been resolved or no longer exist, (b) seek amendments, extensions, or modifications to the EPA, the Commitment Letter, or other transaction documents, (c) negotiate with the Selling Shareholders, the Target, or the lenders regarding the terms of the acquisition or the financing, and (d) take such other actions as the GP determines, in its reasonable discretion, to be in the best interests of the Partnership and its partners.

The Limited Partner retains all of its rights under the LP Agreement and the Side Letter, including but not limited to:

(i) reporting and information rights as set forth in the LP Agreement and the Side Letter;

(ii) consent rights with respect to material actions as set forth in the LP Agreement;

(iii) the wind-down election right under Section 7.04(c) of the LP Agreement, as described in Section 7.2 of this Notice; and

(iv) all other rights and remedies available to the Limited Partner under the LP Agreement, the Side Letter, applicable law, and equity.

Nothing in this Notice shall be construed as a waiver by either party of any right, power, privilege, or remedy under the LP Agreement, the Side Letter, or any other agreement, at law, or in equity. No failure or delay by any party in exercising any right or remedy shall operate as a waiver thereof, and no single or partial exercise of any right or remedy shall preclude any other or further exercise thereof or the exercise of any other right or remedy.

10. Contact Information

The GP designates the following individuals as the primary contacts during the dormancy period for all matters relating to the Partnership, the Material Impediment Event, and the capital call suspension:

David R. Hargreaves Managing Partner Meridian Infrastructure Partners LP 200 Clarendon Street, Suite 4200 Boston, Massachusetts 02116 Telephone: (617) 555-4200

Email: d.hargreaves@meridianinfra.com

Lillian Fong Partner, Portfolio Meridian Infrastructure Partners LP 200 Clarendon Street, Suite 4200 Boston, Massachusetts 02116 Telephone: (617) 555-4218

Email: l.fong@meridianinfra.com

Graham Whitfield Partner, Operations Meridian Infrastructure Partners LP 200 Clarendon Street, Suite 4200 Boston, Massachusetts 02116 Telephone: (617) 555-4225

Email: g.whitfield@meridianinfra.com

All legal inquiries relating to this Notice, the LP Agreement, the Side Letter, or the Material Impediment Event may be directed to:

Charles A. Delacroix, Esq. Breckenridge Sloane & Pratt LLP One Federal Street, Suite 3600 Boston, Massachusetts 02110 Telephone: (617) 555-8800

Email: cdelacroix@breckenridgesloane.com

11. Governing Law

This Notice and the rights and obligations of the parties arising hereunder or in connection herewith shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to the conflict-of-laws principles thereof, consistent with the governing-law provisions of the LP Agreement.

We appreciate Ironside's continued partnership and constructive engagement throughout this process. The GP remains committed to acting in the best interests of all partners and to keeping the Limited Partner fully informed as circumstances develop. We welcome the opportunity to discuss this Notice and the path forward at your earliest convenience.

[Signature Page Follows]

[Signature Page to Capital Call Suspension Notice]

Very truly yours,

MERIDIAN INFRASTRUCTURE GP IV LLC in its capacity as General Partner of ICM Cascadia Co-Invest, LP

By: ________

Name: David R. Hargreaves

Title: Managing Partner

Date: January 9, 2023

ACKNOWLEDGMENT OF RECEIPT

The undersigned, on behalf of Ironside Capital Management LP, hereby acknowledges receipt of the foregoing Notice of Capital Call Suspension, dated January 9, 2023, from Meridian Infrastructure GP IV LLC, in its capacity as General Partner of ICM Cascadia Co-Invest, LP. This acknowledgment is for purposes of confirming receipt only and does not constitute a waiver of any right, power, privilege, or remedy of Ironside Capital Management LP under the LP Agreement, the Side Letter, or otherwise.

IRONSIDE CAPITAL MANAGEMENT LP

By: ________

Name: Marcus J. Calloway

Title: Founder & Chief Investment Officer

Date: ________

Source	Commitment	Pro Rata Share
Fund IV	$750,000,000	71.43%
Partnership (ICM Cascadia Co-Invest, LP)	$300,000,000	28.57%
Total Equity	$1,050,000,000	100.00%
Application	Amount
Organizational expenses (legal, formation, and structuring costs)	$285,000
Placement-agent fee (Rivermark Capital Markets Inc.) (0.35% × $300,000,000)	$1,050,000
Representations & warranties insurance premium deposit (Northgate Specialty Insurance Co., Policy No. NSW-RI-2022-09814) (2.5% rate on $195,000,000 coverage limit)	$4,875,000
Due-diligence costs and deposits (environmental, technical, financial, legal, and regulatory diligence; deposit under EPA escrow)	$12,790,000
Working-capital reserve	$3,500,000
Total	$22,500,000
Expense Category	Estimated Annual Cost
Fund administration (Kendrick Thorne & Associates LLP)	$75,000
Registered agent fees (Cascade Systems)	$5,000
Delaware franchise tax	$30,000
Annual audit (independent auditor)	$55,000
Schedule K-1 preparation and tax compliance	$20,000
Total Estimated Annual Dormancy Expenses	$185,000

MERIDIAN INFRASTRUCTURE GP IV LLC 200 Clarendon Street, Suite 4200 Boston, Massachusetts 02116
January 9, 2023
Via Email and Overnight Courier
Ironside Capital Management LP 590 Madison Avenue, 38th Floor New York, New York 10022
Attention: Marcus J. Calloway, Founder & Chief Investment Officer
Renata Obasi, Senior Managing Director, Infrastructure
Copy to:
Calderwood & Harkness LLP 125 Broad Street, 44th Floor New York, New York 10004
Attention: Pamela Cross, Esq.
Re: ICM Cascadia Co-Invest, LP (EIN: 88-3921457; Delaware Secretary of State File No. 7439218) — Notice of Capital Call Suspension Pursuant to Section 7.04 of the Limited Partnership Agreement dated July 29, 2022
Dear Mr. Calloway and Ms. Obasi:
1. Introduction and Authority
Meridian Infrastructure GP IV LLC, a Delaware limited liability company (the "General Partner" or "GP"), serves as the general partner of ICM Cascadia Co-Invest, LP, a Delaware limited partnership formed on July 22, 2022 (the "Partnership" or the "Vehicle"). Ironside Capital Management LP, a Delaware limited partnership ("Ironside" or the "Limited Partner"), is the sole limited partner of the Partnership, holding a 99.99% limited partnership interest representing a capital commitment of Two Hundred Ninety-Nine Million Nine Hundred Seventy Thousand Dollars ($299,970,000). The GP holds the remaining 0.01% limited partnership interest, representing a capital commitment of Thirty Thousand Dollars ($30,000). The total committed capital of the Partnership is Three Hundred Million Dollars ($300,000,000).
This notice (this "Notice") is being delivered to the Limited Partner pursuant to Section 7.04 of the Amended and Restated Agreement of Limited Partnership of ICM Cascadia Co-Invest, LP, dated as of July 29, 2022 (as amended, restated, supplemented, or otherwise modified from time to time, the "LP Agreement"), and in accordance with the terms and conditions of that certain Side Letter between Ironside and the GP, dated as of July 29, 2022 (the "Side Letter"). This Notice sets forth the GP's formal declaration of a Material Impediment Event (as defined in the LP Agreement) and the resulting suspension of all capital calls under the LP Agreement, effective as of the date hereof.
Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the LP Agreement.
2. Purpose of the Partnership
The Partnership was formed for the sole purpose of co-investing alongside Meridian Infrastructure Partners Fund IV, LP, a Delaware limited partnership ("Fund IV"), in the acquisition of one hundred percent (100%) of the outstanding equity interests of Cascadia Renewables Holdings, Inc., an Oregon corporation ("Cascadia" or the "Target"), through Cascadia Acquisition Corp., a newly formed Delaware corporation ("AcquisitionCo"). The acquisition is to be consummated pursuant to that certain Equity Purchase Agreement, dated as of September 15, 2022 (as amended, the "EPA"), among the selling shareholders of Cascadia (being Timberline Growth Equity Fund III, LP, the Weir Family Trust, and the Management Rollover Pool, collectively, the "Selling Shareholders"), Cascadia, and AcquisitionCo.
The aggregate enterprise value of the Target established under the EPA is One Billion Nine Hundred Fifty Million Dollars ($1,950,000,000). The total equity commitment required to consummate the acquisition is One Billion Fifty Million Dollars ($1,050,000,000), allocated as follows pursuant to the Co-Investment Allocation Agreement dated as of July 29, 2022 (the "Allocation Agreement"):
The remaining portion of the enterprise value is to be funded through a senior secured term loan facility and revolving credit facility, as described in further detail in Section 4.2 below. The Allocation Agreement governs the respective commitments, rights, and obligations of Fund IV and the Partnership with respect to the co-investment in the Target, and the Partnership's participation in the acquisition is subject to and conditioned upon the terms of the Allocation Agreement and the LP Agreement.
3. Capital Call History
Since the formation of the Partnership, the GP has issued a single capital call to the Limited Partner:
Capital Call Notice #1, dated August 15, 2022, in the aggregate amount of Twenty-Two Million Five Hundred Thousand Dollars ($22,500,000), representing 7.5% of the Limited Partner's total capital commitment of $299,970,000 (and the GP's proportionate share of $2,250 with respect to its $30,000 commitment). The Limited Partner timely funded its capital contribution in accordance with the terms of the capital call notice and the LP Agreement.
The proceeds of Capital Call Notice #1 were applied as follows:
As of the date of this Notice, the remaining unfunded commitment of the Limited Partner is Two Hundred Seventy-Seven Million Four Hundred Seventy-Two Thousand Five Hundred Dollars ($277,472,500), and the remaining unfunded commitment of the GP is Twenty-Seven Thousand Seven Hundred Fifty Dollars ($27,750), for an aggregate remaining unfunded commitment of Two Hundred Seventy-Seven Million Five Hundred Thousand Dollars ($277,500,000). No additional capital call notices have been issued, and no additional capital contributions have been funded.
4. Declaration of Material Impediment Event
4.1 Statutory Basis
Section 7.04 of the LP Agreement authorizes the GP to declare a "Material Impediment Event" upon its good-faith determination, exercised in its reasonable discretion, that either:
(a) a condition precedent to the closing of the investment contemplated by the Partnership has failed or is reasonably expected to fail, and such failure is not reasonably likely to be cured within ninety (90) days of the date of the GP's determination; or
(b) a Material Adverse Effect (as such term is defined in the EPA and incorporated by reference into the LP Agreement) has occurred or is reasonably expected to occur with respect to the Target.
Upon the occurrence of a Material Impediment Event, the GP is authorized—and, in circumstances where the GP determines that the continuation of capital calls would be imprudent or contrary to the best interests of the Partnership, obligated—to suspend all further capital calls under Section 4.01 of the LP Agreement and to place the Partnership in a period of dormancy until such time as the Material Impediment Event is resolved or the Partnership is wound down in accordance with the provisions of the LP Agreement.
4.2 Factual Basis for Declaration
The GP's determination that a Material Impediment Event exists is based upon the following facts and circumstances, which are set forth in reasonable detail for the information of the Limited Partner:
The Bull Run Concession Renegotiation. On October 28, 2022, the Portland Metropolitan Water District (the "Water District"), a municipal utility organized under Oregon law, delivered formal written notice to Cascadia of the Water District's intent to renegotiate the forty (40)-year water-treatment concession for the Bull Run Filtration Project (the "Bull Run Concession"). The Bull Run Concession was originally executed in approximately 2018 between Cascadia and the Water District, and granted Cascadia exclusive rights to design, build, finance, operate, and maintain the Bull Run water-filtration facility under a long-term concession arrangement. The Water District cited changed regulatory requirements under Oregon Senate Bill 1567 (2022), which imposed enhanced environmental compliance standards and affordability benchmarks on water infrastructure concessions, as the statutory basis for the renegotiation.
The Bull Run Concession is a critical asset of the Target. In fiscal year 2021, the Bull Run Concession generated annual revenue of approximately Sixty-Four Million Dollars ($64,000,000), representing approximately 13.1% of Cascadia's total consolidated revenue of Four Hundred Eighty-Seven Million Dollars ($487,000,000) for the same period. The Bull Run Concession also contributed a disproportionate share of Cascadia's earnings before interest, taxes, depreciation, and amortization ("EBITDA") of One Hundred Thirty-Eight Million Dollars ($138,000,000) in fiscal year 2021, given the concession's favorable operating margin profile relative to Cascadia's other business lines. The Bull Run Concession was a material consideration in the determination of the aggregate enterprise value under the EPA and was reflected in the implied EV/EBITDA multiple of approximately 14.1x.
Renegotiation proceedings between Cascadia and the Water District opened in November 2022 and remain unresolved as of the date of this Notice. The scope of the renegotiation is broad and encompasses, among other matters, pricing mechanisms, capital expenditure obligations, performance benchmarks, environmental compliance standards, and the remaining term of the concession. The outcome of the renegotiation is uncertain, and there can be no assurance that the renegotiated terms will preserve the economic value of the Bull Run Concession as reflected in the EPA enterprise value.
Prior Notification to the Limited Partner. On November 10, 2022, the GP notified Ironside by email and written correspondence of the Bull Run Concession renegotiation and its potential implications for the acquisition and the Partnership. That notification was provided in the spirit of transparency and in accordance with the reporting obligations set forth in the Side Letter, but did not at that time constitute a declaration of a Material Impediment Event. Since that notification, the GP has continued to monitor the situation and has engaged in extensive consultation with its legal, financial, and technical advisors.
Impact on Closing Conditions and Financing. The Bull Run Concession renegotiation creates significant uncertainty in multiple respects that are directly relevant to the Partnership's investment and the satisfaction of the conditions precedent to the closing of the acquisition:
(i) Revenue and Cash Flow Sustainability. The renegotiation introduces material uncertainty regarding the sustainability of the revenue and cash flows underpinning the agreed enterprise value of $1,950,000,000 and the implied EV/EBITDA multiple of approximately 14.1x. A material adverse change in the terms of the Bull Run Concession could result in a significant reduction in Cascadia's forward-looking revenue and EBITDA, undermining the economic rationale for the acquisition at the agreed valuation.
(ii) No-Material-Adverse-Effect Closing Condition. The EPA contains a customary closing condition requiring, among other things, that no Material Adverse Effect (as defined in the EPA) shall have occurred with respect to the Target between the date of execution of the EPA and the closing date. The renegotiation of the Bull Run Concession and the uncertainty surrounding its outcome raise substantial questions as to whether a Material Adverse Effect has occurred or is reasonably expected to occur, which could prevent the satisfaction of this closing condition.
(iii) Debt Financing. The acquisition is to be financed in part through a Nine Hundred Seventy-Five Million Dollar ($975,000,000) senior secured term loan facility and a One Hundred Fifty Million Dollar ($150,000,000) revolving credit facility (collectively, the "Debt Facilities"), to be arranged and provided by Atlas National Bank, N.A. (as lead arranger and administrative agent) and Pinnacle Credit Partners LLC (as co-lender), pursuant to a debt commitment letter dated August 30, 2022 (the "Commitment Letter"). The funding of the Debt Facilities is subject to customary conditions, including the absence of a material adverse change with respect to the Target. The Bull Run Concession renegotiation creates significant risk that Atlas National Bank and Pinnacle Credit Partners may decline to fund the Debt Facilities or may seek to renegotiate the terms of the financing, which would jeopardize the closing of the acquisition.
Extension of the EPA Outside Date. In recognition of the uncertainty created by the Bull Run Concession renegotiation, the parties to the EPA entered into that certain First Amendment to the Equity Purchase Agreement, dated as of November 22, 2022 (the "First Amendment"), pursuant to which the outside date for the closing of the acquisition was extended from December 31, 2022 to March 31, 2023. The First Amendment was negotiated among the Selling Shareholders, Cascadia, and AcquisitionCo, with the participation and consent of the GP and Fund IV. While the extension of the outside date provides additional time for the resolution of the concession renegotiation and the satisfaction of closing conditions, it does not, in and of itself, resolve the underlying uncertainty.
Regulatory Approvals. Approval from the Federal Energy Regulatory Commission ("FERC") under Section 203 of the Federal Power Act was received on December 15, 2022 (Docket No. EC22-143-000), conditional on the completion of license-transfer filings within sixty (60) days of the closing of the acquisition. However, the application to the Oregon Public Utility Commission ("OPUC") (Docket No. UM-2287), which was filed on October 14, 2022, remains pending as of the date of this Notice. While the FERC approval is a positive development, the continued pendency of the OPUC application represents an additional unresolved closing condition.
Advisor Consultation. The GP has undertaken a thorough evaluation of the foregoing facts and circumstances in consultation with its legal advisors, Breckenridge Sloane & Pratt LLP, and its financial and strategic advisors, Blackthorn Advisory Group LLC. Based on this evaluation, the GP has determined that the conditions precedent to the closing of the acquisition are not reasonably likely to be satisfied within ninety (90) days of the date hereof, principally due to the unresolved Bull Run Concession renegotiation and its cascading impact on (A) the financial condition and prospects of the Target, (B) the ability to satisfy the no-Material-Adverse-Effect closing condition under the EPA, and (C) the willingness and ability of the lenders to fund the Debt Facilities under the Commitment Letter.
4.3 Formal Declaration
Based upon the foregoing, the GP hereby formally declares, effective as of January 9, 2023, that a Material Impediment Event exists within the meaning of Section 7.04 of the LP Agreement. The basis for this declaration encompasses both prongs of Section 7.04:
(a) Section 7.04(a) — Expected Failure of Closing Conditions. The GP has determined that one or more conditions precedent to the closing of the investment contemplated by the Partnership have failed or are reasonably expected to fail, and that such failure is not reasonably likely to be cured within ninety (90) days of the date of this determination. Specifically, the no-Material-Adverse-Effect closing condition and the financing conditions under the Commitment Letter are at material risk of failure due to the unresolved Bull Run Concession renegotiation.
(b) Section 7.04(b) — Material Adverse Effect. The GP has determined that a Material Adverse Effect has occurred or is reasonably expected to occur with respect to the Target, arising from the Water District's formal notice of intent to renegotiate the Bull Run Concession and the resulting uncertainty regarding the terms, duration, and economic value of the Bull Run Concession going forward.
5. Suspension of Capital Calls
Effective immediately upon the date hereof, the GP hereby suspends all further capital calls under Section 4.01 of the LP Agreement. No additional capital contributions shall be required of the Limited Partner, or of the GP, during the pendency of the Material Impediment Event, unless and until the GP delivers to the Limited Partner a written notice of the termination of the Material Impediment Event and the resumption of the GP's capital call authority under the LP Agreement.
The Limited Partner's unfunded commitment of Two Hundred Seventy-Seven Million Four Hundred Seventy-Two Thousand Five Hundred Dollars ($277,472,500) remains an outstanding obligation of the Limited Partner under the LP Agreement, but such commitment shall not be callable during the capital call suspension period. Similarly, the GP's unfunded commitment of Twenty-Seven Thousand Seven Hundred Fifty Dollars ($27,750) shall not be callable during the suspension period. The suspension of capital calls does not extinguish, reduce, or otherwise modify the Limited Partner's or the GP's capital commitments under the LP Agreement, except as may be determined in connection with a wind-down of the Partnership in accordance with the terms of the LP Agreement.
During the suspension period, the Partnership shall enter a period of dormancy, during which no new investment activity shall be undertaken and no new commitments or obligations shall be entered into on behalf of the Partnership, except as necessary to preserve and protect existing Partnership assets and to maintain the Partnership's organizational and regulatory standing.
6. Status of Called Capital and Partnership Assets
The Twenty-Two Million Five Hundred Thousand Dollars ($22,500,000) of called capital previously funded by the Limited Partner (together with the GP's proportionate contribution) remains in the Partnership's accounts and under the custody and control of the GP, subject to the terms of the LP Agreement.
The current disposition of Partnership funds is as follows:
(a) Working-Capital Reserve. Three Million Five Hundred Thousand Dollars ($3,500,000) is currently held in the Partnership's operating account at Atlas National Bank, N.A. (Account No. ending in 4781). This working-capital reserve is subject to drawdown for operating expenses during the dormancy period, as described below.
(b) Previously Expended Amounts. The amounts previously expended from the proceeds of Capital Call Notice #1—comprising organizational expenses ($285,000), the placement-agent fee to Rivermark Capital Markets Inc. ($1,050,000), the representations and warranties insurance premium deposit to Northgate Specialty Insurance Co. ($4,875,000), and due-diligence costs and deposits ($12,790,000)—are sunk costs and are not refundable in the ordinary course. Certain of these amounts may be partially recoverable in the event of specific outcomes (for example, a partial refund of the R&W insurance premium deposit in the event of policy cancellation, subject to the terms of the insurance policy), but the GP makes no representation or guarantee as to recoverability.
The GP estimates that annualized operating expenses during the dormancy period will be approximately One Hundred Eighty-Five Thousand Dollars ($185,000), covering the following items:
The GP will manage these expenses from the working-capital reserve. Based on current estimates, the working-capital reserve is sufficient to fund approximately eighteen (18) to nineteen (19) years of dormancy expenses, assuming no material changes in cost levels. The GP does not anticipate the need for additional capital calls solely to fund dormancy-period operating expenses.
7. Governance During Dormancy Period
7.1 GP Reporting Obligations
Pursuant to Section 7.04(b) of the LP Agreement and the reporting obligations set forth in the Side Letter, the GP shall provide quarterly status reports to the Limited Partner during the dormancy period. Reports shall be delivered within thirty (30) days following the end of each calendar quarter (or more frequently if warranted by material developments) and shall address the following matters:
(i) the status of the Bull Run Concession renegotiation proceedings between Cascadia and the Portland Metropolitan Water District, including any material developments, proposals, or agreements;
(ii) the status of regulatory approvals required for the closing of the acquisition, including the FERC Section 203 approval (Docket No. EC22-143-000) and any associated license-transfer filing requirements, and the OPUC application (Docket No. UM-2287);
(iii) the status of the EPA (as amended by the First Amendment and any subsequent amendments), including any proposed or executed amendments, extensions of the outside date, or termination events;
(iv) the status of the Commitment Letter and the Debt Facilities, including any amendments, extensions, expirations, or terminations of the lenders' commitments;
(v) the financial position of the Partnership, including cash balances, expenses incurred, and projected runway; and
(vi) the GP's assessment of the continued existence or potential resolution of the Material Impediment Event, including the GP's evaluation of whether conditions exist or are expected to exist that would support a termination of the Material Impediment Event and resumption of capital call authority.
The GP shall deliver such reports to the Limited Partner at the address set forth in the LP Agreement and to the Limited Partner's counsel at Calderwood & Harkness LLP, unless the Limited Partner designates an alternative recipient or delivery method in writing.
7.2 Limited Partner Wind-Down Election Right
The GP acknowledges and confirms that, pursuant to Section 7.04(c) of the LP Agreement, if the Material Impediment Event declared herein and the resulting dormancy of the Partnership continue for a period of eighteen (18) consecutive months from the date of this Notice (that is, through and including July 9, 2024), the Limited Partner shall have the right, exercisable in its sole discretion, to elect a wind-down of the Partnership by delivering written notice of such election to the GP (a "Wind-Down Election Notice").
Upon receipt of a valid Wind-Down Election Notice, the GP shall commence the orderly wind-down and dissolution of the Partnership in accordance with Article XII of the LP Agreement. A wind-down election would require, among other things:
(a) the return to the partners of all uncommitted capital (i.e., the release of the unfunded commitment obligations of the Limited Partner and the GP);
(b) the distribution of remaining Partnership assets, net of all expenses, liabilities, and obligations of the Partnership, in accordance with the distribution waterfall set forth in Section 6.02 of the LP Agreement;
(c) the filing of a Certificate of Cancellation with the Delaware Secretary of State; and
(d) such other actions as are necessary or appropriate to effect the dissolution and winding-up of the Partnership under the Delaware Revised Uniform Limited Partnership Act and the LP Agreement.
The GP will provide the Limited Partner with written notice no later than sixty (60) days prior to the expiration of the eighteen (18)-month period (i.e., on or before May 10, 2024) to facilitate informed decision-making by the Limited Partner regarding the exercise of its wind-down election right. Such notice shall include a comprehensive status report and the GP's recommendation regarding the continued viability of the Partnership and the investment.
7.3 Ongoing Obligations
During the dormancy period, the Partnership shall continue to comply with all applicable regulatory, tax, and entity-maintenance obligations, including without limitation:
(a) Delaware Secretary of State annual reporting requirements;
(b) Delaware franchise tax obligations, including timely payment of the annual franchise tax;
(c) federal and state income tax reporting, including the preparation and distribution of Schedules K-1 to the partners;
(d) annual audit requirements under the LP Agreement; and
(e) maintenance of the Partnership's registered agent, Cascade Systems, at its registered office located at 160 Greentree Drive, Suite 101, Dover, Delaware 19904, and ensuring all required filings with the Delaware Secretary of State are made in a timely manner.
The GP shall ensure that all such obligations are satisfied from Partnership funds and that the Partnership remains in good standing under the laws of the State of Delaware throughout the dormancy period.
8. Status of Related Agreements
The GP wishes to apprise the Limited Partner of the current status of certain agreements ancillary to the acquisition and the Partnership:
Representations & Warranties Insurance. The representations and warranties insurance policy issued by Northgate Specialty Insurance Co. (Policy No. NSW-RI-2022-09814, with a coverage limit of $195,000,000) remains bound as of the date of this Notice. In light of the capital call suspension and the uncertainty surrounding the timing of the closing of the acquisition, the GP intends to negotiate a tolling side letter with Northgate Specialty Insurance Co. to suspend the coverage period during the dormancy period, thereby preserving the Partnership's rights under the policy without the accrual of policy-period time that would otherwise reduce the available coverage window. The GP notes, for the Limited Partner's information, that such tolling side letter was subsequently executed on January 20, 2023, on terms satisfactory to the GP.
Equity Purchase Agreement. The EPA, as amended by the First Amendment dated November 22, 2022, remains in full force and effect as of the date of this Notice. The outside date for the closing of the acquisition, as extended by the First Amendment, is March 31, 2023. The GP may, in consultation with Fund IV and the Selling Shareholders, seek further extensions of the outside date as warranted by the circumstances, including the progress or resolution of the Bull Run Concession renegotiation and the status of regulatory approvals. The GP will promptly notify the Limited Partner of any proposed or executed amendments to the EPA, including any further extensions of the outside date.
Debt Commitment Letter. The Commitment Letter from Atlas National Bank, N.A. and Pinnacle Credit Partners LLC for the Debt Facilities remains in effect as of the date of this Notice and is currently set to expire on its original terms. The GP will monitor the status of the Commitment Letter and will consider whether it is advisable to seek an extension of the lenders' commitments, taking into account the status of the Material Impediment Event, the Bull Run Concession renegotiation, and the EPA outside date. The GP will notify the Limited Partner of any material developments with respect to the Commitment Letter.
Other Agreements. As circumstances warrant, the GP may pursue a Mutual Standstill and Preservation Agreement with the Selling Shareholders and other parties to the EPA, or other agreements designed to preserve the parties' rights and options during the dormancy period. The GP will inform the Limited Partner of any such agreements in the quarterly status reports described in Section 7.1 above.
9. Reservation of Rights
This Notice constitutes a formal declaration of a Material Impediment Event and a suspension of capital calls under the LP Agreement. This Notice does not constitute, and shall not be construed as, a termination, dissolution, or wind-down of the Partnership. The Partnership continues to exist as a Delaware limited partnership in good standing, and the LP Agreement and all related agreements remain in full force and effect, except as expressly modified by the capital call suspension declared herein.
The GP expressly reserves all of its rights, powers, and remedies under the LP Agreement, the EPA, the Allocation Agreement, the Commitment Letter, and all ancillary agreements, at law, and in equity, including without limitation the right to (a) terminate the Material Impediment Event and resume capital call authority upon a determination that the conditions giving rise to the Material Impediment Event have been resolved or no longer exist, (b) seek amendments, extensions, or modifications to the EPA, the Commitment Letter, or other transaction documents, (c) negotiate with the Selling Shareholders, the Target, or the lenders regarding the terms of the acquisition or the financing, and (d) take such other actions as the GP determines, in its reasonable discretion, to be in the best interests of the Partnership and its partners.
The Limited Partner retains all of its rights under the LP Agreement and the Side Letter, including but not limited to:
(i) reporting and information rights as set forth in the LP Agreement and the Side Letter;
(ii) consent rights with respect to material actions as set forth in the LP Agreement;
(iii) the wind-down election right under Section 7.04(c) of the LP Agreement, as described in Section 7.2 of this Notice; and
(iv) all other rights and remedies available to the Limited Partner under the LP Agreement, the Side Letter, applicable law, and equity.
Nothing in this Notice shall be construed as a waiver by either party of any right, power, privilege, or remedy under the LP Agreement, the Side Letter, or any other agreement, at law, or in equity. No failure or delay by any party in exercising any right or remedy shall operate as a waiver thereof, and no single or partial exercise of any right or remedy shall preclude any other or further exercise thereof or the exercise of any other right or remedy.
10. Contact Information
The GP designates the following individuals as the primary contacts during the dormancy period for all matters relating to the Partnership, the Material Impediment Event, and the capital call suspension:
David R. Hargreaves Managing Partner Meridian Infrastructure Partners LP 200 Clarendon Street, Suite 4200 Boston, Massachusetts 02116 Telephone: (617) 555-4200
Email: d.hargreaves@meridianinfra.com
Lillian Fong Partner, Portfolio Meridian Infrastructure Partners LP 200 Clarendon Street, Suite 4200 Boston, Massachusetts 02116 Telephone: (617) 555-4218
Email: l.fong@meridianinfra.com
Graham Whitfield Partner, Operations Meridian Infrastructure Partners LP 200 Clarendon Street, Suite 4200 Boston, Massachusetts 02116 Telephone: (617) 555-4225
Email: g.whitfield@meridianinfra.com
All legal inquiries relating to this Notice, the LP Agreement, the Side Letter, or the Material Impediment Event may be directed to:
Charles A. Delacroix, Esq. Breckenridge Sloane & Pratt LLP One Federal Street, Suite 3600 Boston, Massachusetts 02110 Telephone: (617) 555-8800
Email: cdelacroix@breckenridgesloane.com
11. Governing Law
This Notice and the rights and obligations of the parties arising hereunder or in connection herewith shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to the conflict-of-laws principles thereof, consistent with the governing-law provisions of the LP Agreement.
We appreciate Ironside's continued partnership and constructive engagement throughout this process. The GP remains committed to acting in the best interests of all partners and to keeping the Limited Partner fully informed as circumstances develop. We welcome the opportunity to discuss this Notice and the path forward at your earliest convenience.
[Signature Page Follows]
[Signature Page to Capital Call Suspension Notice]
Very truly yours,
MERIDIAN INFRASTRUCTURE GP IV LLC in its capacity as General Partner of ICM Cascadia Co-Invest, LP
By: ________
Name: David R. Hargreaves
Title: Managing Partner
Date: January 9, 2023
ACKNOWLEDGMENT OF RECEIPT
The undersigned, on behalf of Ironside Capital Management LP, hereby acknowledges receipt of the foregoing Notice of Capital Call Suspension, dated January 9, 2023, from Meridian Infrastructure GP IV LLC, in its capacity as General Partner of ICM Cascadia Co-Invest, LP. This acknowledgment is for purposes of confirming receipt only and does not constitute a waiver of any right, power, privilege, or remedy of Ironside Capital Management LP under the LP Agreement, the Side Letter, or otherwise.
IRONSIDE CAPITAL MANAGEMENT LP
By: ________
Name: Marcus J. Calloway
Title: Founder & Chief Investment Officer
Date: ________
Source | Commitment | Pro Rata Share
Fund IV | $750,000,000 | 71.43%
Partnership (ICM Cascadia Co-Invest, LP) | $300,000,000 | 28.57%
Total Equity | $1,050,000,000 | 100.00%
Application | Amount
Organizational expenses (legal, formation, and structuring costs) | $285,000
Placement-agent fee (Rivermark Capital Markets Inc.) (0.35% × $300,000,000) | $1,050,000
Representations & warranties insurance premium deposit (Northgate Specialty Insurance Co., Policy No. NSW-RI-2022-09814) (2.5% rate on $195,000,000 coverage limit) | $4,875,000
Due-diligence costs and deposits (environmental, technical, financial, legal, and regulatory diligence; deposit under EPA escrow) | $12,790,000
Working-capital reserve | $3,500,000
Total | $22,500,000
Expense Category | Estimated Annual Cost
Fund administration (Kendrick Thorne & Associates LLP) | $75,000
Registered agent fees (Cascade Systems) | $5,000
Delaware franchise tax | $30,000
Annual audit (independent auditor) | $55,000
Schedule K-1 preparation and tax compliance | $20,000
Total Estimated Annual Dormancy Expenses | $185,000

MERIDIAN INFRASTRUCTURE GP IV LLC 200 Clarendon Street, Suite 4200 Boston, Massachusetts 02116

ACKNOWLEDGMENT OF RECEIPT

IRONSIDE CAPITAL MANAGEMENT LP

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