SECURITY AGREEMENTSecurity Agreement • May 14th, 2019 • Fuelcell Energy Inc • Miscellaneous electrical machinery, equipment & supplies • Connecticut
THIS SECURITY AGREEMENT is made as of the 9th day of May, 2019, by DOMINION BRIDGEPORT FUEL CELL, LLC, a Virginia limited liability company, which will be changing its name to Bridgeport Fuel Cell, LLC in accordance with Section 6.24 of the Credit Agreement (defined below), having a principal place of business at c/o Fuel Cell Energy, 3 Great Pasture Road, Danbury, Connecticut 06810 (the “Debtor”), in favor of LIBERTY BANK, a mutual savings bank having an office at 315 Main Street, Middletown, Connecticut 06457, in its capacity as Administrative Agent for itself and the other Secured Parties (in such capacity, “Secured Party”).
CREDIT AGREEMENTCredit Agreement • May 14th, 2019 • Fuelcell Energy Inc • Miscellaneous electrical machinery, equipment & supplies • Connecticut
This CREDIT AGREEMENT is entered into as of May 9, 2019, among DOMINION BRIDGEPORT FUEL CELL, LLC, a Virginia limited liability company, which will be changing its name to Bridgeport Fuel Cell, LLC in accordance with Section 6.24 after the consummation of the Acquisition (the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), LIBERTY BANK, a mutual savings bank, as Administrative Agent and Co-Lead Arranger, and FIFTH THIRD BANK, an Ohio banking corporation, as Co-Lead Arranger.
ContractPledge and Security Agreement • May 14th, 2019 • Fuelcell Energy Inc • Miscellaneous electrical machinery, equipment & supplies • Connecticut
THIS PLEDGE AND SECURITY AGREEMENT AND THE RIGHTS AND OBLIGATIONS EVIDENCED HEREBY ARE SUBJECT AND SUBORDINATE IN THE MANNER AND TO THE EXTENT SET FORTH IN THAT CERTAIN SUBORDINATION AGREEMENT DATED AS OF EVEN DATE HEREWITH, AMONG CONNECTICUT GREEN BANK, AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT, THE SUBORDINATED LENDERS PARTY THERETO, LIBERTY BANK, AS ADMINISTRATIVE AGENT, AND THE SENIOR LENDERS PARTY THERETO, AS AMENDED, RESTATED, AMENDED AND RESTATED, SUPPLEMENTED OR OTHERWISE MODIFIED FROM TIME TO TIME; EACH PARTY TO THIS PLEDGE AND SECURITY AGREEMENT, BY ITS ACCEPTANCE HEREOF, SHALL BE BOUND BY THE TERMS OF THE SUBORDINATION AGREEMENT.
Promissory NotePromissory Note • May 14th, 2019 • Fuelcell Energy Inc • Miscellaneous electrical machinery, equipment & supplies
FOR VALUE RECEIVED, the undersigned, DOMINION BRIDGEPORT FUEL CELL, LLC, a Virginia limited liability company, which will be changing its name to Bridgeport Fuel Cell, LLC in accordance with Section 6.24 of the Credit Agreement (as hereinafter defined) (together with its successors and assigns, the “Borrower”), hereby promises to pay to the order of LIBERTY BANK, a mutual savings bank (together with its successors and/or assigns, the “Lender”), in accordance with the provisions of the Credit Agreement, the principal amount of TWELVE MILLION FIVE HUNDRED THOUSAND AND 00/100 DOLLARS ($12,500,000.00) for the Loan made by the Lender to the Borrower under that certain Credit Agreement dated as of the date hereof, by and among the Borrower, each lender from time to time party thereto, Liberty Bank, a mutual savings bank, in its capacity as Administrative Agent and Co-Lead Arranger, and Fifth Third Bank, an Ohio banking corporation, as Co-Lead Arranger (as amended, restated, amended and resta
ContractPromissory Note • May 14th, 2019 • Fuelcell Energy Inc • Miscellaneous electrical machinery, equipment & supplies • Connecticut
THIS PROMISSORY NOTE AND THE RIGHTS AND OBLIGATIONS EVIDENCED HEREBY ARE SUBJECT AND SUBORDINATE IN THE MANNER AND TO THE EXTENT SET FORTH IN THAT CERTAIN SUBORDINATION AGREEMENT DATED AS OF EVEN DATE HEREWITH, AMONG CONNECTICUT GREEN BANK, AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT, THE SUBORDINATED LENDERS PARTY THERETO, LIBERTY BANK, AS ADMINISTRATIVE AGENT, AND THE SENIOR LENDERS PARTY THERETO, AS AMENDED, RESTATED, AMENDED AND RESTATED, SUPPLEMENTED OR OTHERWISE MODIFIED FROM TIME TO TIME; EACH PARTY TO THIS PROMISSORY NOTE, BY ITS ACCEPTANCE HEREOF, SHALL BE BOUND BY THE TERMS OF THE SUBORDINATION AGREEMENT.
SECOND AMENDMENT TO MEMBERSHIP INTEREST PURCHASE AGREEMENTMembership Interest Purchase Agreement • May 14th, 2019 • Fuelcell Energy Inc • Miscellaneous electrical machinery, equipment & supplies • New York
This SECOND AMENDMENT TO MEMBERSHIP INTEREST PURCHASE AGREEMENT (this “Amendment”), dated as of May 9, 2019, is made by and between DOMINION GENERATION, INC., a Virginia corporation (“Seller”), and FUELCELL ENERGY FINANCE, LLC, a Delaware limited liability company (“Buyer”). Seller and Buyer each may be referred to herein as a “Party” and collectively as the “Parties”.
EIGHTH AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • May 14th, 2019 • Fuelcell Energy Inc • Miscellaneous electrical machinery, equipment & supplies • California
THIS EIGHTH AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”), dated as of May 8, 2019 (the “Eighth Amendment Closing Date”) and effective as of May 1, 2019 (the “Eighth Amendment Effective Date”), is entered into by and among FuelCell Energy, Inc., a Delaware corporation (“Parent”), Versa Power Systems, Inc., a Delaware corporation (“Versa Delaware”), Versa Power Systems Ltd. a corporation organized under the laws of Alberta, Canada (“Versa Canada”), and each of Parent’s Subsidiaries that delivers a Joinder Agreement pursuant to Section 7.13 of the Loan and Security Agreement (hereinafter collectively referred to as the “Borrowers” and each, a “Borrower”), the several banks and other financial institutions or entities from time to time parties thereto as Lender, constituting the Required Lenders, and HERCULES CAPITAL, INC., a Maryland corporation, in its capacity as administrative agent and collateral agent for itself and the Lender (in such capacity, together with its succe
Promissory NotePromissory Note • May 14th, 2019 • Fuelcell Energy Inc • Miscellaneous electrical machinery, equipment & supplies • Connecticut
FOR VALUE RECEIVED, the undersigned, DOMINION BRIDGEPORT FUEL CELL, LLC, a Virginia limited liability company, which will be changing its name to Bridgeport Fuel Cell, LLC in accordance with Section 6.24 of the Credit Agreement (as hereinafter defined) (together with its successors and assigns, the “Borrower”), hereby promises to pay to the order of FIFTH THIRD BANK, an Ohio banking corporation (together with its successors and/or assigns, the “Lender”), in accordance with the provisions of the Credit Agreement, the principal amount of TWELVE MILLION FIVE HUNDRED THOUSAND AND 00/100 DOLLARS ($12,500,000.00) for the Loan made by the Lender to the Borrower under that certain Credit Agreement dated as of the date hereof, by and among the Borrower, each lender from time to time party thereto, Liberty Bank, a mutual savings bank in its capacity as Administrative Agent and Co-Lead Arranger, and Fifth Third Bank, an Ohio banking corporation, as Co-Lead Arranger (as amended, restated, amended
