CREDIT AGREEMENT dated as of October 31, 2019 amongCredit Agreement • November 6th, 2019 • Fuelcell Energy Inc • Miscellaneous electrical machinery, equipment & supplies • New York
This CREDIT AGREEMENT is dated as of October 31, 2019, among FUELCELL ENERGY, INC., a Delaware corporation (the “Borrower”), the other Loan Parties from time to time party hereto as Guarantors, each LENDER designated as a “Lender” on Annex I from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”) and ORION ENERGY PARTNERS INVESTMENT AGENT, LLC, as the Administrative Agent and the Collateral Agent.
JOINT DEVELOPMENT AGREEMENT between FUELCELL ENERGY, INC. and EXXONMOBIL RESEARCH AND ENGINEERING COMPANYJoint Development Agreement • November 6th, 2019 • Fuelcell Energy Inc • Miscellaneous electrical machinery, equipment & supplies • New York
ExxonMobil Research and Engineering Company, a corporation of the State of Delaware having offices at 1545 Route 22 East, Annandale, New Jersey 08801 (“ExxonMobil”); and
PRIVILEGED AND CONFIDENTIALPrivileged and Confidential • November 6th, 2019 • Fuelcell Energy Inc • Miscellaneous electrical machinery, equipment & supplies
FUELCELL ENERGY, INC. COMMON STOCK WARRANTFuelcell Energy Inc • November 6th, 2019 • Miscellaneous electrical machinery, equipment & supplies • New York
This certifies that, for value received, [__________________], or its registered and permitted assigns (the "Holder") is entitled, subject to the terms set forth herein, to purchase from FuelCell Energy, Inc., a Delaware corporation (the "Company"), up to [_________] shares of the Common Stock ("Common Stock") of the Company, as constituted on the Warrant Issue Date specified above (the “Warrant Issue Date”), at the Exercise Price per share of Common Stock. The Exercise Price and the number of shares of Common Stock issuable on exercise of this Warrant are subject to adjustment as provided below. This Warrant is being issued to the Holder on the Warrant Issue Date as a requirement under the Credit Agreement by and among the Company, the Subsidiaries of the Company from time to time party thereto as Guarantors, the lenders from time to time party thereto and Orion Energy Partners Investment Agent, LLC, as administrative agent and collateral agent, dated as of October 31, 2019 (as amende
PLEDGE AND SECURITY AGREEMENTPledge and Security Agreement • November 6th, 2019 • Fuelcell Energy Inc • Miscellaneous electrical machinery, equipment & supplies • New York
This PLEDGE AND SECURITY AGREEMENT (this “Agreement”) is made as of October 31, 2019, by and between FUELCELL ENERGY, INC., a Delaware corporation (the “Borrower”), each of the Subsidiaries of the Borrower from time to time party hereto (the “Guarantors”, and together with the Borrower, collectively, the “Grantors” and each a “Grantor”) and ORION ENERGY PARTNERS INVESTMENT AGENT, LLC, in its capacity as collateral agent for the benefit of the Secured Parties, as hereinafter defined (in such capacity, together with its successors in such capacity, the “Collateral Agent”).
PAYOFF LETTERPayoff Letter • November 6th, 2019 • Fuelcell Energy Inc • Miscellaneous electrical machinery, equipment & supplies
Reference is made to that certain Loan Agreement (as amended, restated, supplemented, or otherwise modified, the “Loan Agreement”), dated as of July 30, 2014, by and between NRG Energy, Inc., as Lender, and FuelCell Energy Finance, LLC, as Parent. Capitalized terms used and not defined herein shall have the meanings given to them in the Loan Agreement.
Generate Lending, LLCFuelcell Energy Inc • November 6th, 2019 • Miscellaneous electrical machinery, equipment & supplies
Reference is made to (i) the Construction Loan Agreement, dated December 21, 2018 (as amended, restated, supplemented or otherwise modified through the date hereof, collectively, the “Loan Agreement”; capitalized terms used herein and not otherwise defined have the same meanings herein as in the Loan Agreement), by and among FuelCell Energy Finance II, LLC (the “Borrower”), certain of its subsidiaries, as the “Project Company Guarantors” (collectively, the “Subsidiaries”, and each, a “Subsidiary”) and Generate Lending, LLC (“Lender”), (ii) the Pledge and Security Agreement, dated as of December 21, 2018, by and among Borrower, the Subsidiaries, and Lender, (iii) the Pledge Agreement between FuelCell Energy Finance, LLC (“Holdco”) and Lender, dated as of December 21, 2018, (iv) the Guaranty Agreement between FuelCell Energy, Inc. (the “Parent”) and Lender, dated as of December 21, 2018, and (v) all other associated documents executed or entered into in connection with the Loan Agreement
