Item 1.01. Entry into a Material Definitive Agreement
The information provided in Item 2.03 below is incorporated herein by reference,
as applicable.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
Opal Fuels Intermediate HoldCo LLC ("Borrower"), an indirect subsidiary of Opal
Fuels Inc. (the "Company"), is the borrower under that $125 million Delayed Draw
Term Loan and Guaranty Agreement dated as of October 22, 2021, as amended (as so
amended, the "DDTL Agreement"), provided by a lender group led by Bank of
America, as administrative agent, and guaranteed by Opal Fuels LLC, a direct
subsidiary of the Company, and certain of its direct and indirect subsidiaries.
$35 million of the loan commitments under the DDTL Agreement (the "Term A-2
Commitments") were specifically allocated to the following renewable natural gas
production projects: (i) New River, located in Raiford, Florida, (ii) Pine Bend,
located in Inver Grove Heights, Minnesota and (iii) Noble Road, located in
Shiloh, Ohio, in each case subject to certain project specific conditions set
forth in the DDTL Agreement.
On September 29, 2022, Borrower and the other parties to the DDTL Agreement
entered into that Amendment No. 3 ("Amendment No. 3") to the DDTL Agreement.
Amendment No. 3 amended the DDTL Agreement (a) to extend from September 30, 2022
to (i) October 31, 2022 the availability period for the borrowing under the Term
A-2 Commitments of up to an aggregate of $25 million in Term A-2 Loans, and (ii)
March 31, 2023 the availability period for the borrowing under the Term A-2
Commitments of a single final borrowing of Term A-2 Loans not to exceed $10
million, to be made upon Borrower's certification to the satisfaction of certain
final conditions specifically applicable to the New River and Pine Bend
projects, and (b) to amend the principal repayment amortization schedule for
Term A-2 Loans.
This summary of the DDTL Agreement does not purport to be complete and is
qualified in its entirety by reference to the text of the DDTL Agreement, a copy
of which is filed as Exhibit 10.1 hereto and incorporated into this Item 2.03 by
reference.
Item 9.01. Financial Statements and Exhibits
Exhibit Number Description
10.1 Amendment No. 3 to Delayed Draw Term Loan and Guaranty Agreement,
dated September 29, 2022
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