SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF LFG ACQUISITION HOLDINGS LLC DATED AS OF SEPTEMBER 15, 2021Limited Liability Company Agreement • September 21st, 2021 • Archaea Energy Inc. • Gas & other services combined • Delaware
This Second Amended and Restated Limited Liability Company Agreement (as amended, supplemented or restated from time to time, this “Agreement”) is entered into as of September 15, 2021, by and among LFG Acquisition Holdings LLC, a Delaware limited liability company (the “Company”), Archaea Energy Inc., a Delaware corporation (“PubCo”), Rice Acquisition Sponsor LLC, a Delaware limited liability company (“Rice Sponsor”), the Archaea Holders (as defined below), the Aria Holders (as defined below), and each other Person who is or at any time becomes a Member in accordance with the terms of this Agreement and the Act or who acquires a Company Warrant (as defined herein). Capitalized terms used herein and not otherwise defined have the respective meanings set forth in Section 1.1.
STOCKHOLDERS’ AGREEMENTStockholders’ Agreement • September 21st, 2021 • Archaea Energy Inc. • Gas & other services combined • Delaware
This Stockholders’ Agreement (this “Agreement”) is made as of September 15, 2021, by and among (a) LFG Buyer Co LLC (the “Buyer”); (b) the stockholders listed on Schedule I hereto under “Initial Aria Holders” (together with their respective Affiliates and their respective Permitted Transferees hereunder, the “Aria Holders”); (c) the stockholders listed on Schedule I hereto under “Initial Archaea Holders” (together with their respective Affiliates and their respective Permitted Transferees hereunder, the “Archaea Holders”); (d) Rice Acquisition Holdings LLC to be renamed as LFG Acquisition Holdings LLC on the date hereof (“OpCo”); (e) Rice Acquisition Sponsor LLC (“RAC Sponsor” and together with the Aria Holders and the Archaea Holders, the “Stockholder Parties”) and (f) Rice Acquisition Corp. to be renamed as Archaea Energy, Inc. on the date hereof (including any of its successors by merger, acquisition, reorganization, conversion or otherwise, the “Company”).
ARCHAEA ENERGY OPERATING LLC REVOLVING CREDIT AND TERM LOAN AGREEMENT DATED AS OF SEPTEMBER 15, 2021 COMERICA BANK AS ADMINISTRATIVE AGENT, JOINT LEAD ARRANGER AND SOLE BOOKRUNNER CITIZENS BANK, N.A. AS JOINT LEAD ARRANGER BANK OF MONTREAL, CHICAGO...Revolving Credit and Term Loan Agreement • September 21st, 2021 • Archaea Energy Inc. • Gas & other services combined • Texas
This Revolving Credit and Term Loan Agreement (“Agreement”) is made as of the 15th day of September, 2021, by and among the financial institutions from time to time signatory hereto (individually a “Lender,” and any and all such financial institutions collectively the “Lenders”), Comerica Bank, as the Administrative Agent for the Lenders (in such capacity, the “Agent”), Joint Lead Arranger and Sole Bookrunner, Citizens Bank, N.A., as Joint Lead Arranger, Bank of Montreal, Chicago Branch, JPMorgan Chase Bank, N.A., M&T Incorporated and Citibank, N.A. as Co-Syndication Agents, and Archaea Energy Operating LLC, a Delaware limited liability company, formerly known as LFG Buyer Co, LLC (“Archaea Buyer” and together with each other Person that from time to time becomes a borrower hereunder, the “Borrowers” and each, individually, a “Borrower”).
