EXECUTION VERSION 1 164107951_3 AMENDMENT NO. 3 TO DELAYED DRAW TERM LOAN AND GUARANTY AGREEMENT This AMENDMENT NO. 3 TO DELAYED DRAW TERM LOAN AND GUARANTY AGREEMENT (this “Amendment”), dated as of September 29, 2022, is entered into by and among...
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EXECUTION VERSION 1 164107951_3 AMENDMENT NO. 3 TO DELAYED DRAW TERM LOAN AND GUARANTY AGREEMENT This AMENDMENT NO. 3 TO DELAYED DRAW TERM LOAN AND GUARANTY AGREEMENT (this “Amendment”), dated as of September 29, 2022, is entered into by and among OPAL FUELS INTERMEDIATE HOLDCO LLC, a Delaware limited liability company (the “Borrower”), certain subsidiaries of the Borrower party hereto as guarantors (the “Guarantors” and collectively with the Borrower, the “Obligors”), each Lender (defined below) under the DDTL Agreement (defined below) that is a party hereto, and BANK OF AMERICA, N.A., as administrative agent (in such capacity, the “Administrative Agent”). RECITALS WHEREAS, the Borrower, the Guarantors, the Administrative Agent and certain banks and other financial institutions (the “Lenders”) are parties to that certain Delayed Draw Term Loan and Guaranty Agreement, dated as of October 22, 2021 (as amended, restated, extended, supplemented or otherwise modified from time to time, the “DDTL Agreement” and the DDTL Agreement prior to giving effect to this Amendment being referred to as the “Existing DDTL Agreement”), pursuant to which the Lenders have extended a term loan facility to the Borrower; WHEREAS, the Borrower has informed the Administrative Agent that the Borrower desires that the Lenders (a) extend the deadline set forth in clause (a) of the definition of “Term A-2 Commitment Period Termination Date” from September 30, 2022 to Xxxxx 00, 0000, (x) extend the deadline for making the Advances of Term A-2 Loans contemplated by Section 5.3 of the Existing DDTL Agreement from September 30, 2022 to October 31, 2022 while limiting such Advances of Term A-2 Loans to be made under Section 5.3 of the Existing DDTL Agreement to an aggregate principal amount not to exceed $25,000,000, (c) provide for a final single Advance of Term A-2 Loans in an aggregate principal amount not to exceed $10,000,000 to be made, subject to the satisfaction of the conditions precedents set forth in new Section 5.4 of the DDTL Agreement, by not later than March 31, 2023, and (d) make certain other amendments to the Existing DDTL Agreement as set forth herein; WHEREAS, the parties hereto are willing, subject to the terms and conditions set forth herein, to amend the Existing DDTL Agreement as set forth herein; NOW, THEREFORE, for valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto hereby agree as follows: 1. Defined Terms. Unless otherwise defined herein, capitalized terms used herein shall have the meanings assigned to such terms in the Existing DDTL Agreement. 2. [Reserved.] 3. Amendments to Existing DDTL Agreement. The Existing DDTL Agreement is amended to make the changes set forth in the attached Annex I, consisting of changed pages to the Existing DDTL Agreement with deletions displayed as red strike through deletions and insertions displayed as blue double- underlined insertions). 4. [Reserved.] 5. Representations and Warranties. The Borrower and each of the other Obligors, by its execution of this Amendment, hereby represents and warrants to the Administrative Agent and the Lenders as follows:
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4 164107951_3 (c) THIS AMENDMENT AND ANY CLAIMS, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED UPON, ARISING OUT OF OR RELATING TO THIS AMENDMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK AND SHALL BE FURTHER SUBJECT TO THE PROVISIONS OF SECTIONS 10.9, 10.10 AND 10.11 OF THE DDTL AGREEMENT RELATING TO GOVERNING LAW, JUDICIAL PROCEEDINGS AND WAIVER OF JURY TRIAL, THE PROVISIONS OF WHICH ARE BY THIS REFERENCE INCORPORATED HEREIN IN FULL. (d) This Amendment may be executed in counterparts which, taken together, shall constitute an original. Delivery of an executed counterpart of this Amendment by telecopier or facsimile or other electronic imaging means (e.g., “pdf” or “tif”) shall be effective as delivery of a manually executed counterpart thereof. This Amendment may be in the form of an Electronic Record and may be executed using Electronic Signatures (including, without limitation, facsimile and .pdf) and shall be considered an original for all purposes, and shall have the same legal effect, validity and enforceability as a paper record. For the avoidance of doubt, the authorization under this paragraph may include, without limitation, use or acceptance of a manually signed paper communication which has been converted into electronic form (such as scanned into .pdf format), or an electronically signed communication converted into another format, for transmission, delivery and/or retention. Notwithstanding anything contained herein to the contrary, the Administrative Agent is not under any obligation to accept an Electronic Signature in any form or in any format unless expressly agreed to by such Person pursuant to procedures approved by it; provided, further, without limiting the foregoing, (a) to the extent the Administrative Agent has agreed to accept such Electronic Signature, the Administrative Agent and each of the Lenders shall be entitled to rely on any such Electronic Signature purportedly given by or on behalf of any Obligor and/or any Lender without further verification and (b) upon the request of the Administrative Agent or any Lender, any Electronic Signature shall be promptly followed by such manually executed counterpart. (e) This Amendment, together with all the Loan Documents and the letters executed in connection with this Amendment (collectively, the “Relevant Documents”), sets forth the entire understanding and agreement of the parties hereto in relation to the subject matter hereof and supersedes any prior negotiations and agreements among the parties relating to such subject matter. No promise, condition, representation or warranty, express or implied, not set forth in the Relevant Documents shall bind any party hereto, and no such party has relied on any such promise, condition, representation or warranty. Each of the parties hereto acknowledges that, except as otherwise expressly stated in the Relevant Documents, no representations, warranties or commitments, express or implied, have been made by any party to the other in relation to the subject matter hereof or thereof. None of the terms or conditions of this Amendment may be changed, modified, waived or canceled orally or otherwise, except in writing and in accordance with Section 10.3 of the DDTL Agreement. This Amendment shall become effective upon satisfaction of the conditions set forth in Section 6 hereof. (f) If any provision of this Amendment is held to be illegal, invalid or unenforceable, (a) the legality, validity and enforceability of the remaining provisions of this Amendment shall not be affected or impaired thereby and (b) the parties shall endeavor in good faith negotiations to replace the illegal, invalid or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the illegal, invalid or unenforceable provisions. The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. (g) The Borrower agrees to pay, in accordance with and subject to the limitations in Section 10.2 of the DDTL Agreement, all reasonable out of pocket expenses incurred by the Administrative Agent and its Affiliates (including the reasonable fees, charges and disbursements of counsel for the
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5 164107951_3 Administrative Agent) in connection with the preparation, execution, delivery, administration of this Amendment and the other instruments and documents to be delivered hereunder. [Signature Pages Follow.]
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Signature Page Amendment No. 3 to Delayed Draw Term Loan and Guaranty Agreement Opal Fuels Intermediate Holdco ADMINISTRATIVE AGENT: BANK OF AMERICA, N.A., as Administrative Agent By: Name: Title: Xxxxxx Xxxxxxx Vice President
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Signature Page Amendment No. 3 to Delayed Draw Term Loan and Guaranty Agreement Opal Fuels Intermediate Holdco 164107951_3 CUSTOMERS BANK By: Name: Title: Xxxxxx Xxxxxxx Managing Director
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Signature Page Amendment No. 3 to Delayed Draw Term Loan and Guaranty Agreement Opal Fuels Intermediate Holdco CITIBANK, N.A. By: Name: Xxxxxxx Xxxx Title: Director / Authorized Signatory
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Signature Page Amendment No. 3 to Delayed Draw Term Loan and Guaranty Agreement Opal Fuels Intermediate Holdco BARCLAYS BANK PLC By: Name: Xxxxxx X. Xxxxxx Title: Director
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ROYAL BANK OF CANADA By: Name: Xxx XxXxxxxxx Title: Authorized Signatory Signature Page Amendment No. 3 to Delayed Draw Term Loan and Guaranty Agreement Opal Fuels Intermediate Holdco
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Annex I (to Amendment No. 3 to Delayed Draw Term Loan and Guaranty Agreement) [Changed pages redline of DDTL Agreement attached.]
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157225284_2 164108430_2 Annex I (to Amendment No. 23 to Delayed Draw Term Loan and Guaranty Agreement) ________________________________________________________________ Published CUSIP Number: 00000XXX0 Term A-1 Facility CUSIP Number: 00000XXX0 Term A-2 Facility CUSIP Number: 00000XXX0 $125,000,000 DELAYED DRAW TERM LOAN AND GUARANTY AGREEMENT dated as of October 22, 2021 (as amended by Amendment No. 1 to Delayed Draw Term Loan and Guaranty Agreement and Waiver dated as of February 1, 2022, Amendment No. 2 to Delayed Draw Term Loan and Guaranty Agreement dated as of March 29, 2022, and Amendment No. 3 to Delayed Draw Term Loan and Guaranty Agreement dated as of September 29, 2022) among OPAL FUELS INTERMEDIATE HOLDCO LLC, as Borrower, THE GUARANTORS PARTY HERETO, as Guarantors, The LENDERS Party Hereto BANK OF AMERICA, N.A., as Administrative Agent and CUSTOMERS BANK, as Syndication Agent CITIBANK, N.A. and BARCLAYS BANK PLC, as Co-Documentation Agents and BofA SECURITIES, INC., BARCLAYS BANK PLC, CITIBANK, N.A. and
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-15- 157225284_2 164108430_2 “Excluded Taxes”: any of the following Taxes imposed on or with respect to any Recipient or required to be withheld or deducted from a payment to a Recipient, (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes, in each case, (i) imposed as a result of such Recipient being organized under the laws of, or having its principal office or, in the case of any Lender, its Lending Office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are Other Connection Taxes, (b) in the case of a Lender, U.S. federal withholding Taxes imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in a Term Loan or Commitment pursuant to a law in effect on the date on which (i) such Lender acquires such interest in the Term Loan or Commitment (other than pursuant to an assignment request by the Borrower under Section 10.22) or (ii) such Lender changes its Lending Office, except in each case to the extent that, pursuant to Section 3.2(b) or (e), amounts with respect to such Taxes were payable either to such Lender’s assignor immediately before such Lender became a party hereto or to such Lender immediately before it changed its Lending Office, (c) Taxes attributable to such Recipient’s failure to comply with Section 3.2(g) and (d) any U.S. federal withholding Taxes imposed pursuant to FATCA. “Exempt Subsidiary”: each of the Noble Road Entity and the Pine Bend Entity, but only so long as any of the Capital Stock of the applicable Person is owned by a third party unaffiliated with the Borrower or any of its Subsidiaries. “Existing Accounts”: as defined in Section 4.23. “Extension Facilities”: the interconnection extension facilities described in Appendix C to that certain Renewable Natural Gas Service Agreement by and between PGS and the New River Entity, which facilities are constructed and provided to the New River Facility by PGS pursuant to such agreement. “Facilities”: the Term A-1 Facility and the Term A-2 Facility, and each individually a “Facility”. “FATCA”: Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof, any agreements entered into pursuant to Section 1471(b)(1) of the Code and any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement, treaty or convention among Governmental Authorities entered into in connection with the implementation of the foregoing.
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-16- 157225284_2 164108430_2 “Federal Funds Rate”: for any day, the rate per annum calculated by the Federal Reserve Bank of New York based on such day’s federal funds transactions by depository institutions (as determined in such manner as the Federal Reserve Bank of New York shall set forth on its public website from time to time) and published on the next succeeding Business Day by the Federal Reserve Bank of New York as the federal funds effective rate; provided that if the Federal Funds Rate as so determined would be less than zero, such rate shall be deemed to be zero for purposes of this Agreement. “Fee”: any fee due to any Agent or any Lender hereunder or under any of the Loan Documents. “Fee Letter”: any letter agreement between the Borrower (or any parent or Affiliate thereof) and any Agent regarding fees payable hereunder, and including (without limitation) that certain fee letter dated as of September 29, 2021 by and among Opal Fuels, LLC, of which the Borrower is a wholly-owned subsidiary, Bank of America and BofA Securities, Inc. “Final Draw Certification”: a certification, reasonably acceptable to the Administrative Agent, by the Borrower and Luminate LLC or another independent third party agreed by the Borrower and the Administrative Agent with respect to both the Pine Bend Facility and the New River Facility, certifying (a) that all construction liens for claims of payment with respect to work performed or furnished in connection with the respective EPC contract for each such facility have been released, and the respective EPC contractor has provided a lien waiver with respect thereto, and (b) as to the completion and full operation of the Extension Facilities with respect to the New River Facility. For the avoidance of doubt, the Final Draw Certification may be composed of the Final Operation Certification and a separate certification with respect to clause (b) above. “Final Operation Certification”: a certification, reasonably acceptable to the Administrative Agent, by the Borrower and Luminate LLC or another independent third party agreed by the Borrower and the Administrative Agent with respect to both the Pine Bend Facility and the New River Facility, certifying that all construction liens for claims of payment with respect to work performed or furnished in connection with the respective EPC contract for each such facility have been released, and the respective EPC contractor has provided a lien waiver with respect thereto. “Foreign Lender”: a Lender that is not a U.S. Person. “Former Plan”: any employee benefit plan in respect of which the Borrower or a Commonly Controlled Entity could incur liability because of Section 4069 or Section 4212(c) of ERISA. “Fortistar”: Fortistar, LLC, a Delaware limited liability company. “Funded Debt”: as of any date of determination, calculated for the Borrower and its Consolidated Subsidiaries, the sum of (without duplication) all Indebtedness of a type described in clauses (a) through (g) inclusive (and, without duplication, all Guaranties of such
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-28- 157225284_2 164108430_2 “Patriot Act”: as defined in Section 10.17. “PBGC”: the Pension Benefit Guaranty Corporation established pursuant to Subtitle A of Title IV of ERISA and any successor thereto. “Permitted Liens”: as defined in Section 6.11. “Person”: an individual, partnership, limited liability company, corporation, business trust, joint stock company, trust, unincorporated association, joint venture, Governmental Authority or other entity of whatever nature. “Permitted Tax Distributions”: for the Borrower, so long as such Person is classified as a partnership or disregarded entity for U.S. federal income tax purposes and that has not elected to be treated as a corporation for U.S. federal tax purposes, a declaration and payment of a dividend or making of a distribution by such Person to the holders of such Person’s Capital Stock in an aggregate amount not greater than the amount necessary for such holders to pay their actual state and United States income tax liabilities based on the highest blended marginal effective income tax rate with respect to income earned by such holders after deducting any unused prior losses. “PGS” means Peoples Gas System, a division of Tampa Electric Company, a Florida corporation. “Pine Bend Acquisition”: the acquisition by an Obligor, either directly or through one or more wholly-owned Subsidiaries of an Obligor (each of which such Subsidiaries, if any, shall comply with the provisions of Section 6.21) of Pine Bend HoldCo in accordance and compliance with the Pine Bend Acquisition Conditions. “Pine Bend Acquisition Conditions”: each of (a) the payment by an Obligor of not more than $7,500,000 in cash consideration for the Pine Bend Entity, as the owner of not less than 50% of the Capital Stock of the Pine Bend Entity (it being understood that additional consideration may be paid in the form of common Capital Stock of the Parent, the Borrower or an Obligor), (b) receipt by the Administrative Agent of a Project Acquisition Certification with respect to the Pine Bend Facility, in form and substance reasonably satisfactory to the Administrative Agent, (c) after consummation of the Pine Bend Acquisition, an Obligor owns 100% of the Capital Stock of Pine Bend HoldCo which in turn owns not less than 50% of the Capital Stock of the Pine Bend Entity and (d) as of the date of consummation of such acquisition, neither the Pine Bend Entity nor any Obligor has received a notice of default, termination or nonrenewal of or under any Material Contract then in effect that has not been rescinded, cured or waived. “Pine Bend Entity”: Pine Bend RNG LLC, a Delaware limited liability company, which is the Person that owns the Pine Bend Facility. “Pine Bend Facility”: the landfill methane recapture project located in Xxxxx Xxxxx Xxxxxxx, Xxxxxxxxx.
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-29- 157225284_2 164108430_2 “Pine Bend HoldCo”: Pine Bend HoldCo LLC, a Delaware limited liability company, which owns not less than 50% of the Capital Stock of the Pine Bend Entity. Pine Bend HoldCo shall comply with the provisions of Section 6.21 in connection with its acquisition. “Plan”: any employee benefit plan which is covered by ERISA and in respect of which the Borrower or a Commonly Controlled Entity is an “employer” as defined in Section 3(5) of ERISA. “Platform”: as defined in Section 6.3. “Post-Default Rate”: an interest rate equal to (i) the Base Rate plus (ii) the Applicable Rate, if any, applicable to Base Rate Loans plus (iii) 4% per annum; provided, however, that with respect to a Term SOFR Loan, the Post-Default Rate shall be an interest rate equal to the interest rate (including any Applicable Rate) otherwise applicable to such Term SOFR Loan plus 4% per annum. “Project Acquisition Certification”: with respect to the Noble Road Facility, the Pine Bend Facility or the New River Facility, a certification by the Borrower and Luminate LLC or another independent third party agreed by the Borrower and the Administrative Agent that (a) the relevant facility is commercially operational and able to produce pipeline quality methane at the capacity and to the specifications required to perform per the model provided to the Lenders prior to the Closing Date, (b) the relevant facility does not require additional capital expenditures to initiate operations, other than amounts as identified in a punchlist provided to the Administrative Agent, (c) all material licenses, permits and approvals have been obtained that are required for the project of such facility to operate commercially and (d) all construction liens on any property of the project of such facility have been released, and the EPC contractor has provided a lien waiver with respect thereto; provided that the Project Acquisition Certification with respect to (x) both the New River Facility and the Pine Bend Facility shall not require the certification in clause (d) above and (y) the New River Facility may provide that the interconnection of the New River Facility to the natural gas distribution system of PGS is only temporary in nature, subject to the completion of the Extension Facilities. “Properly Contested”: as defined in Section 6.2. “PTE”: a prohibited transaction class exemption issued by the U.S. Department of Labor, as any such exemption may be amended from time to time. “Public Lender”: as defined in Section 6.3. “Recipient”: the Administrative Agent, any Lender or any other recipient of any payment to be made by or on account of any obligation of any Obligor or Guarantor hereunder. “Register”: as defined in Section 10.7(c). “Regulation U”: Regulation U of the Board of Governors of the Federal Reserve System as in effect from time to time.
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-34- 157225284_2 164108430_2 “Term A-1 Commitment”: with respect to any Lender, its commitment to make Advances of the Term A-1 Loan to the Borrower during the Term A-1 Commitment Period pursuant to Section 2.1 in the amount set forth opposite such Xxxxxx’s name on Schedule 2. The aggregate Term A-1 Commitments on the Closing Date are $90,000,000. “Term A-1 Commitment Period”: the period commencing on the Closing Date and ending on the Term A-1 Commitment Period Termination Date. “Term A-1 Commitment Period Termination Date”: the earliest of (a) Amendment No. 1 Effective Date and (b) the date on which the Term A-1 Commitments equal $0 (whether as a result of Advances under Section 2.1 or the termination of undrawn Term A-1 Commitments pursuant to Section 2.14(b), Section 7.4 or otherwise). “Term A-1 Facility”: at any time, (a) the aggregate amount of the Term A-1 Commitments at such time, and (b) the aggregate principal amount of the Term A-1 Loans of all Term A-1 Lenders outstanding at such time. The Term A-1 Facility shall be denominated in Dollars. “Term A-1 Lender”: at any time, any Lender that has a Term A-1 Commitment or that holds Term A-1 Loans at such time. “Term A-1 Loan”: as defined in Section 2.1. “Term A-2 Commitment”: with respect to any Lender, its commitment to make Advances of the Term A-2 Loan to the Borrower during the Term A-2 Commitment Period pursuant to Section 2.1 in the amount set forth opposite such Xxxxxx’s name on Schedule 2. The aggregate Term A-2 Commitments on the Closing Date are $35,000,000. “Term A-2 Commitment Period”: the period commencing on the Closing Date and ending on the Term A-2 Commitment Period Termination Date. “Term A-2 Commitment Period Termination Date”: the earliest of (a) September 30March 31, 20222023 and (b) the date on which the Term A-2 Commitments equal $0 (whether as a result of Advances under Section 2.1 or the termination of undrawn Term A-2 Commitments pursuant to Section 2.14(b), Section 7.4 or otherwise). “Term A-2 Facility”: at any time, (a) the aggregate amount of the Term A-2 Commitments at such time, and (b) the aggregate principal amount of the Term A-2 Loans of all Term A-2 Lenders outstanding at such time. The Term A-2 Facility shall be denominated in Dollars. “Term A-2 Lender”: at any time, any Lender that has a Term A-2 Commitment or that holds Term A-2 Loans at such time. “Term A-2 Loan”: as defined in Section 2.1.