CONFIDENTIAL — FOR CLOSING PARTICIPANTS ONLY
SIGNATURE PAGES PACKAGE
EXECUTION INSTRUCTIONS AND COMPILATION
Cascadia State Infrastructure Authority Water Treatment Revenue Bonds, Series 2023A (Tax-Exempt)
$220,000,000 Aggregate Principal Amount
Closing Date: October 24, 2023
Prepared by: Brett Callahan, Associate, Calderwood & Harkness LLP
Reviewed by: Michelle Tsao, Lead Associate, Calderwood & Harkness LLP
C&H Matter No.: 1030-00001
Date of Package Distribution: October 20, 2023
Confidential — For Closing Participants Only
This document and the signature pages contained herein are intended solely for the use of the parties to the above-referenced transaction and their respective legal counsel. Distribution to any other person without the prior written consent of Calderwood & Harkness LLP is strictly prohibited.
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SECTION I — GENERAL EXECUTION INSTRUCTIONS
1.1 Purpose
This Signature Pages Package (this "Package") compiles all signature pages required for execution in connection with the closing of the Cascadia State Infrastructure Authority Water Treatment Revenue Bonds, Series 2023A (Tax-Exempt), in the aggregate principal amount of $220,000,000 (the "Series 2023A Bonds"), scheduled for October 24, 2023 (the "Closing Date"). The purpose of this Package is to facilitate the efficient and orderly execution of all transaction documents, opinions, and certificates by the respective parties and their authorized signatories in advance of, or at, the closing.
All documents identified in this Package are to be executed and delivered at or prior to closing on October 24, 2023, except as follows:
(a) The Tax Regulatory Agreement and Certificate, which was executed on October 15, 2023, in connection with the original target closing date. The executed original is on file with Calderwood & Harkness LLP. A copy of the executed signature page is included in this Package for completeness of the closing transcript.
(b) The Bond Purchase Agreement, which was executed on August 30, 2023, the date of pricing of the Series 2023A Bonds. Original executed signature pages are on file with Calderwood & Harkness LLP and with Meridian Capital Partners LLC as Representative of the Underwriters. Copies of the executed signature pages are included in this Package for completeness of the closing transcript.
Each closing participant is responsible for reviewing this Package promptly upon receipt, confirming the accuracy of all signature blocks attributable to such participant's organization, and coordinating the timely execution and delivery of all required signature pages in accordance with the instructions set forth herein.
Questions or concerns regarding any aspect of this Package should be directed to Brett Callahan or Michelle Tsao at Calderwood & Harkness LLP using the contact information set forth in Section VI below.
1.2 Execution Method
The following instructions govern the manner in which signature pages are to be executed:
(a) Ink Color. All signature pages are to be executed in original ink. Blue ink is strongly preferred to facilitate identification of original executed documents and to distinguish originals from photocopies or scanned reproductions. Black ink is acceptable only if blue ink is unavailable.
(b) Counterpart Execution. Where counterpart execution is permitted (as noted for each document in Section III below), each party may execute separate counterpart signature pages. All counterparts, taken together, shall constitute one and the same instrument for all purposes. Counterpart execution is particularly encouraged where signatories are located in different offices or jurisdictions.
(c) Notarization. For any document requiring notarization, original notarized signatures are required. Notary acknowledgment pages are included in this Package where applicable, and the notary public must complete and sign the acknowledgment in the form provided. The notary's commission must be valid in the jurisdiction where execution takes place as of the date of execution. Please verify that the notarial seal or stamp is clearly legible on each notarized page.
(d) Corporate Seals. Corporate seals are required where indicated in the individual document descriptions set forth in Section III below. Where a corporate seal is required, the seal impression must be affixed adjacent to the authorized signatory's signature and attested to by the designated attesting officer. The attestation block format is set forth in Appendix A of this Package.
(e) Signature Conformity. Each signatory should sign using the name form set forth in the applicable signature block. Variations in name form (e.g., use of middle initials, abbreviations, or informal name forms) should be avoided to prevent any discrepancy between the signature page and the body of the document.
1.3 Number of Originals
The following table sets forth the number of original execution copies required for each transaction document and the distribution of such originals upon closing:
Each signatory should execute the number of original signature pages corresponding to the number of originals specified above for each document to which such signatory is a party. For example, Harold K. Nakamura should execute four (4) original signature pages for the Bond Indenture, four (4) for the First Supplemental Indenture, and so forth.
Calderwood & Harkness LLP will assemble the executed originals and bind them into the closing transcript binders for distribution following the closing. Closing transcript binders will be distributed to CSIA, PNTC, Meridian Capital Partners LLC, Pryor Crestfield LLP, and Olympia Guaranty Insurance Corp. within approximately thirty (30) business days following the Closing Date.
1.4 Delivery Instructions
Executed signature pages are to be delivered in two stages:
Stage 1 — Scanned Electronic Copies:
All executed signature pages are to be scanned in PDF format (minimum resolution of 300 dpi, in color to reflect blue ink signatures) and emailed to both of the following recipients:
• Brett Callahan: bcallahan@calderwoodharkness.com
• Michelle Tsao: mtsao@calderwoodharkness.com
Scanned electronic copies must be received no later than 12:00 p.m. (Pacific Time) on Monday, October 23, 2023 (i.e., the business day immediately preceding the Closing Date). This deadline is firm and essential to allow sufficient time for review and confirmation of completeness before the closing. Any signatory who anticipates difficulty meeting this deadline should contact Brett Callahan immediately.
Each PDF file should be clearly labeled with the following naming convention:
[Organization abbreviation]_[Document Short Name]_SigPage.pdf
For example: CSIA_BondIndenture_SigPage.pdf or PNTC_CDA_SigPage.pdf
Stage 2 — Original Executed Signature Pages:
Following transmission of electronic copies, all original executed signature pages (executed in blue ink per Section 1.2(a) above) are to be delivered by hand or overnight courier to:
Calderwood & Harkness LLP 1420 Fifth Avenue, Suite 3600 Seattle, WA 98101
Attention: Brett Callahan
Original signature pages should be sent via a nationally recognized overnight delivery service (e.g., Severin Partners LLC, Halcyon Partners LLC) for delivery on or before October 23, 2023, or, for local parties, may be delivered by hand to the reception desk of Calderwood & Harkness LLP on the 36th floor, addressed to Brett Callahan. Please use tracking-enabled delivery services and forward tracking numbers to Brett Callahan by email upon shipment.
Original executed signature pages will be assembled by Calderwood & Harkness LLP into the closing transcript binders following closing. Signature pages that have been previously executed and are already on file with Calderwood & Harkness LLP (i.e., the Bond Purchase Agreement and the Tax Regulatory Agreement and Certificate) need not be redelivered.
Important Note Regarding Held Signature Pages:
All signature pages delivered in advance of the Closing Date will be held by Calderwood & Harkness LLP in escrow pending the satisfaction of all conditions to closing and the release of funds, as more fully described in Section 1.5 below.
1.5 Closing Escrow Release
All signature pages delivered in advance of the Closing Date will be treated as held in escrow by Calderwood & Harkness LLP on behalf of the respective executing parties. Such signature pages will not be deemed delivered, and the documents to which they are attached will not be deemed effective, until the closing escrow is released in accordance with the following procedures:
(a) Escrow Release Authorization. Release of the closing escrow, and thereupon delivery and effectiveness of all documents, will be authorized upon telephonic or email confirmation from either George Trujillo (Partner, Calderwood & Harkness LLP) or Michelle Tsao (Lead Associate, Calderwood & Harkness LLP) that (i) all conditions to closing as set forth in the Bond Purchase Agreement and the Bond Indenture have been satisfied or waived, (ii) all required opinions, certificates, and other closing deliverables have been received in form and substance satisfactory to the parties, and (iii) bond proceeds in the amount of $220,000,000 have been wired by the Underwriters to Pacific Northwest Trust Company, N.A., as Trustee, for deposit in accordance with the First Supplemental Indenture.
(b) Expected Timing. The escrow release is expected to occur at approximately 10:00 a.m. (Pacific Time) on October 24, 2023. All closing participants should be available by telephone and email beginning at 8:00 a.m. (Pacific Time) on October 24, 2023 in the event that any last-minute issues require resolution prior to escrow release.
(c) Form of Release Confirmation. Upon authorization of the escrow release, Calderwood & Harkness LLP will distribute an email to all closing participants confirming that the closing escrow has been released, the closing has occurred, and all documents are deemed delivered and effective as of the Closing Date. A form of the release confirmation email will be circulated to closing participants for review prior to the Closing Date.
(d) Failure to Close. In the event that the closing does not occur on October 24, 2023, all signature pages held in escrow will remain in escrow pending further instruction from the parties. In such event, Calderwood & Harkness LLP will promptly notify all closing participants and coordinate with counsel for each party regarding next steps, including any extension of the closing date or return of executed signature pages.
SECTION II — MASTER SIGNATORY SCHEDULE
2.1 Signatory Identification Table
The following table identifies each authorized signatory, the organization on whose behalf such signatory is executing documents, and the documents requiring such signatory's execution. Signatories should review this table carefully to confirm that all required documents are accounted for and that the signatory information is accurate. Any discrepancies should be reported to Brett Callahan immediately.
Asterisk () indicates documents already executed as of the date of this Package. Original executed signature pages are on file with Calderwood & Harkness LLP; copies are included in this Package for completeness of the closing transcript.
Attestation Officer: In addition to the signatories listed above, Martin J. Espinoza, General Counsel, Cascadia State Infrastructure Authority, will provide attestation of the CSIA corporate seal on the Bond Indenture, First Supplemental Indenture, and Revenue Pledge Agreement. Mr. Espinoza is not a primary signatory on any transaction document but is required to attest to the affixation of the CSIA corporate seal on the foregoing documents.
SECTION III — TRANSACTION DOCUMENT SIGNATURE PAGES
This Section III sets forth the signature page requirements for each transaction document, together with the form of each signature block as it will appear in the executed document. Signatories should execute signature pages in the exact form set forth below, without alteration or modification.
3.1 Bond Indenture (Trust Indenture)
Full Document Title: Bond Indenture, dated as of October 24, 2023, between Cascadia State Infrastructure Authority, as Issuer, and Pacific Northwest Trust Company, National Association, as Trustee
Governing Law: State of Washington
Counterpart Execution: Yes, permitted. Each counterpart, when executed and delivered, shall constitute an original, and all counterparts together shall constitute one and the same instrument.
Notarization: Not required.
Corporate Seal: Required for both CSIA and PNTC.
Signatories:
(a) Harold K. Nakamura, Executive Director, Cascadia State Infrastructure Authority — with CSIA corporate seal
(b) Alan M. Greer, Vice President, Corporate Trust Services, Pacific Northwest Trust Company, National Association — with PNTC corporate seal
Attestation: Martin J. Espinoza, General Counsel, Cascadia State Infrastructure Authority, will attest to the affixation of the CSIA corporate seal.
Form of Signature blocks:
IN WITNESS WHEREOF, the parties hereto have caused this Bond Indenture to be duly executed and delivered by their respective authorized officers and have caused their respective corporate seals to be hereunto affixed and attested, all as of the date first above written.
CASCADIA STATE INFRASTRUCTURE AUTHORITY, as Issuer
By: ________
Name: Harold K. Nakamura
Title: Executive Director
[SEAL]
ATTEST:
By: ________
Name: Martin J. Espinoza
Title: General Counsel
PACIFIC NORTHWEST TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee
By: ________
Name: Alan M. Greer
Title: Vice President, Corporate Trust Services
[SEAL]
3.2 First Supplemental Indenture (Series 2023A)
Full Document Title: First Supplemental Indenture, dated as of October 24, 2023, between Cascadia State Infrastructure Authority, as Issuer, and Pacific Northwest Trust Company, National Association, as Trustee, supplementing the Bond Indenture dated as of October 24, 2023, authorizing the issuance of Cascadia State Infrastructure Authority Water Treatment Revenue Bonds, Series 2023A (Tax-Exempt), in the aggregate principal amount of $220,000,000
CUSIP Base: 148392
Governing Law: State of Washington
Counterpart Execution: Yes, permitted.
Notarization: Not required.
Corporate Seal: Required for both CSIA and PNTC.
Signatories:
(a) Harold K. Nakamura, Executive Director, Cascadia State Infrastructure Authority — with CSIA corporate seal
(b) Alan M. Greer, Vice President, Corporate Trust Services, Pacific Northwest Trust Company, National Association — with PNTC corporate seal
Attestation: Martin J. Espinoza, General Counsel, Cascadia State Infrastructure Authority, will attest to the affixation of the CSIA corporate seal.
Form of Signature blocks:
IN WITNESS WHEREOF, the parties hereto have caused this First Supplemental Indenture to be duly executed and delivered by their respective authorized officers and have caused their respective corporate seals to be hereunto affixed and attested, all as of the date first above written.
CASCADIA STATE INFRASTRUCTURE AUTHORITY, as Issuer
By: ________
Name: Harold K. Nakamura
Title: Executive Director
[SEAL]
ATTEST:
By: ________
Name: Martin J. Espinoza
Title: General Counsel
PACIFIC NORTHWEST TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee
By: ________
Name: Alan M. Greer
Title: Vice President, Corporate Trust Services
[SEAL]
3.3 Revenue Pledge Agreement
Full Document Title: Revenue Pledge Agreement, dated as of October 24, 2023, between Cascadia State Infrastructure Authority and Pacific Northwest Trust Company, National Association, as Trustee
Governing Law: State of Washington
Counterpart Execution: Yes, permitted.
Notarization: Not required.
Corporate Seal: Required for both CSIA and PNTC.
Signatories:
(a) Harold K. Nakamura, Executive Director, Cascadia State Infrastructure Authority — with CSIA corporate seal
(b) Alan M. Greer, Vice President, Corporate Trust Services, Pacific Northwest Trust Company, National Association — with PNTC corporate seal
Attestation: Martin J. Espinoza, General Counsel, Cascadia State Infrastructure Authority, will attest to the affixation of the CSIA corporate seal.
Form of Signature blocks:
IN WITNESS WHEREOF, the parties hereto have caused this Revenue Pledge Agreement to be duly executed and delivered by their respective authorized officers and have caused their respective corporate seals to be hereunto affixed and attested, all as of the date first above written.
CASCADIA STATE INFRASTRUCTURE AUTHORITY
By: ________
Name: Harold K. Nakamura
Title: Executive Director
[SEAL]
ATTEST:
By: ________
Name: Martin J. Espinoza
Title: General Counsel
PACIFIC NORTHWEST TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee
By: ________
Name: Alan M. Greer
Title: Vice President, Corporate Trust Services
[SEAL]
3.4 Bond Purchase Agreement
Full Document Title: Bond Purchase Agreement, dated August 30, 2023, between Cascadia State Infrastructure Authority and Meridian Capital Partners LLC, as Representative of the Underwriters
Note: This document was previously executed as of August 30, 2023, the date of pricing of the Series 2023A Bonds. Original executed signature pages are on file with Calderwood & Harkness LLP and with Meridian Capital Partners LLC. Copies of the executed signature pages are included in this Package for completeness of the closing transcript only. No additional execution is required.
Governing Law: State of Washington
Counterpart Execution: Yes, permitted.
Signatories (as previously executed):
(a) Harold K. Nakamura, Executive Director, Cascadia State Infrastructure Authority
(b) Jonathan D. Kessler, Managing Director, Public Finance, Meridian Capital Partners LLC, as Representative of the Underwriters
(c) Sarah E. Mulvaney, Director, Municipal Finance, Dralvecen Fenn & Co., Inc. (co-managing underwriter acceptance)
Form of Signature blocks (as executed):
IN WITNESS WHEREOF, the parties hereto have caused this Bond Purchase Agreement to be duly executed and delivered by their respective authorized officers as of the date first above written.
CASCADIA STATE INFRASTRUCTURE AUTHORITY
By: ________
Name: Harold K. Nakamura
Title: Executive Director
Accepted and agreed to:
MERIDIAN CAPITAL PARTNERS LLC, as Representative of the Underwriters
By: ________
Name: Jonathan D. Kessler
Title: Managing Director, Public Finance
Accepted and agreed to by the Co-Managing Underwriter:
DRALVECEN FENN & CO., INC.
By: ________
Name: Sarah E. Mulvaney
Title: Director, Municipal Finance
3.5 Continuing Disclosure Agreement
Full Document Title: Continuing Disclosure Agreement, dated as of October 24, 2023, between Cascadia State Infrastructure Authority and Pacific Northwest Trust Company, National Association, as Dissemination Agent
Governing Law: State of Washington
Counterpart Execution: Yes, permitted.
Notarization: Not required.
Corporate Seal: Not required.
Signatories:
(a) Harold K. Nakamura, Executive Director, Cascadia State Infrastructure Authority
(b) Alan M. Greer, Vice President, Corporate Trust Services, Pacific Northwest Trust Company, National Association
Form of Signature blocks:
IN WITNESS WHEREOF, the parties hereto have caused this Continuing Disclosure Agreement to be duly executed and delivered by their respective authorized officers as of the date first above written.
CASCADIA STATE INFRASTRUCTURE AUTHORITY
By: ________
Name: Harold K. Nakamura
Title: Executive Director
PACIFIC NORTHWEST TRUST COMPANY, NATIONAL ASSOCIATION, as Dissemination Agent
By: ________
Name: Alan M. Greer
Title: Vice President, Corporate Trust Services
3.6 Tax Regulatory Agreement and Certificate
Full Document Title: Tax Regulatory Agreement and Certificate, dated October 15, 2023, executed by Cascadia State Infrastructure Authority
Note: This document was previously executed as of October 15, 2023, in connection with the original target closing date. The original executed signature page is on file with Calderwood & Harkness LLP. A copy of the executed signature page is included in this Package for completeness of the closing transcript only. No additional execution is required.
Governing Law: State of Washington
Counterpart Execution: Not applicable (sole party execution by CSIA).
Signatories (as previously executed):
(a) Harold K. Nakamura, Executive Director, Cascadia State Infrastructure Authority (primary execution)
(b) Denise R. Whitford, Chief Financial Officer, Cascadia State Infrastructure Authority (certification of financial representations set forth in Exhibit B thereto)
Form of Signature blocks (as executed):
IN WITNESS WHEREOF, the undersigned authorized officer of Cascadia State Infrastructure Authority has executed this Tax Regulatory Agreement and Certificate as of the date first above written.
CASCADIA STATE INFRASTRUCTURE AUTHORITY
By: ________
Name: Harold K. Nakamura
Title: Executive Director