Exhibit 10.2


 


Execution Version


 


WAIVER NO. 6 TO CREDIT AGREEMENT


 


This WAIVER NO. 6 TO CREDIT
AGREEMENT, dated as of August 5, 2022 (this “Waiver”), is entered into by and among BKRF OCB, LLC, a Delaware
limited liability company (the “Borrower”), BKRF OCP, LLC, a Delaware limited liability company (“Holdings”),
Bakersfield Renewable Fuels, LLC, a Delaware limited liability company (the “Project Company”), Orion Energy Partners
TP Agent, LLC, in its capacity as the administrative agent (in such capacity, the “Administrative Agent”), and the
Tranche A Lenders and Tranche B Lenders party hereto, constituting 100% of the Tranche A Lenders and the Tranche B Lenders party to the
Credit Agreement (as defined below) (the “Signatory Lenders”). As used in this Waiver, capitalized terms which are
not defined herein shall have the meanings ascribed to such terms in the Credit Agreement (including, as applicable, in the Ninth Amendment
(as defined below)) unless otherwise specified.


 


WITNESSETH


 


WHEREAS, the Borrower, Holdings,
the Administrative Agent, Orion Energy Partners TP Agent, LLC, in its capacity as the collateral agent, and each Tranche A Lender and
Tranche B Lender party thereto have entered into that certain Credit Agreement, dated as of May 4, 2020 (as amended, amended and restated,
modified and supplemented on or prior to the date hereof, the “Credit Agreement”);


 


WHEREAS, the Borrower, Holdings,
the Project Company, the Administrative Agent and the Signatory Lenders entered into that certain Amendment No. 9 to Credit Agreement,
dated as of the date hereof (the “Ninth Amendment”), to amend certain terms and conditions of the Credit Agreement
as expressly set forth in the Ninth Amendment and subject to the terms and conditions thereof (including the conditions to effectiveness
set forth therein);


 


WHEREAS, pursuant to this
Waiver, the Borrower has requested a waiver of all Defaults and Events of Default arising prior to, or based on events or circumstances
existing prior to, the Ninth Amendment Effective Date (as defined in the Ninth Amendment) (all such currently outstanding Defaults and
Events of Default, collectively, the “Waiver No. 6 Matters”), and the Signatory Lenders and the Administrative Agent
have agreed, subject to the terms and conditions set forth in this Waiver, to waive such Defaults and Events of Default;


 


NOW, THEREFORE, in consideration
of the mutual agreements, provisions and covenants contained herein and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto agree as follows:


 


1.            Waivers.


 


(a)       Subject
to the satisfaction of the conditions precedent set forth in Section 3 hereof, as of the Ninth Amendment Effective Date, the Signatory
Lenders, who constitute all of the Lenders under the Credit Agreement, and the Administrative Agent (acting on the instructions of the
Signatory Lenders) hereby permanently waive each Waiver No. 6 Matter, it being acknowledged and agreed that the Signatory Lenders shall
retain any and all claims of fraud or intentional misconduct of the Loan Parties or one or more of their parent companies based on facts
and information that are not known to the Signatory Lenders or the Administrative Agent as of the date hereof.


 


(b)       The
waiver contained in the foregoing clause (a) is a limited waiver and (i) shall be limited precisely as written, (ii) shall only be relied
upon and used for the specific purposes set forth herein, (iii) shall not constitute or be deemed to constitute a waiver or consent to
any other Event of Default (other than as expressly noted above) or any other term or condition of the Financing Documents and (iv) shall
not constitute a custom or course of dealing among the parties hereto. Notwithstanding any provision contained herein, nothing contained
herein shall limit any rights or remedies under the Financing Documents or applicable law based on any breaches, failures, defaults or
Events of Default (as defined in each applicable Financing Document) thereunder that has not been waived pursuant to the terms of this
Waiver (other than as expressly noted above).


 




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2.            Representations
and Warranties. Each Loan Party hereby represents and warrants to the other parties hereto that:


 


(a)       Each
Loan Party has full corporate, limited liability company or other organizational powers, authority and legal right to enter into, deliver
and perform its respective obligations under this Waiver, and has taken all necessary corporate, limited liability company or other organizational
action to authorize the execution, delivery and performance by it of this Waiver. This Waiver has been duly executed and delivered by
the Loan Parties, is in full force and effect and constitutes a legal, valid and binding obligation of the Loan Parties, enforceable against
such Loan Party in accordance with its respective terms, except as enforcement may be limited (i) by Bankruptcy, insolvency, reorganization,
moratorium, fraudulent conveyance or other similar laws affecting creditors’ rights generally, (ii) by general principles of equity
(regardless of whether such enforceability is considered in a proceeding in equity or at law) and (iii) implied covenants of good faith
and fair dealing.


 


(b)       The
execution, delivery and performance by each Loan Party of this Waiver does not and will not (i) conflict with the Organizational Documents
of such Loan Party, (ii) conflict with or result in a breach of, or constitute a default under, any indenture, loan agreement, mortgage,
deed of trust or other instrument or agreement to which such Loan Party is a party or by which it is bound or to which such Loan Party’s
property or assets are subject (other than any Material Project Document to which such Loan Party is a party), except where such contravention
or breach could not reasonably be expected to be material and adverse to the Loan Parties or Lenders, (iii) conflict with or result in
a breach of, or constitute a default under, any Material Project Document to which such Loan Party is a party, (iv) conflict with or result
in a breach of, or constitute a default under, in any material respect, any Applicable Law, except where such contravention or breach
could not reasonably be expected to have a Material Adverse Effect, or (v) with respect to each Loan Party, result in the creation or
imposition of any Lien (other than a Permitted Lien) upon any of such Loan Party’s property or the Collateral.


 


(c)       After
giving effect to the waivers set forth in this Waiver and the amendments set forth in the Ninth Amendment, no Default or Event of Default
has occurred and is continuing or would result from the transactions contemplated in this Waiver.


 


(d)       After
giving effect to the waivers set forth in this Waiver and the amendments set forth in the Ninth Amendment, the representations and warranties
of each of the Loan Parties set forth in Article III of the Credit Agreement and in each other Financing Document are true and correct
in all material respects (except where already qualified by materiality or Material Adverse Effect, in which case, such representations
and warranties are true and correct in all respects) on and as of the Ninth Amendment Effective Date (unless stated to relate solely to
an earlier date, in which case such representations and warranties were true and correct as of such earlier date).


 


3.            Effectiveness;
Conditions Precedent. This Waiver shall become effective on the first date on which each of the following conditions have been satisfied
or waived:


 


(a)       This
Waiver shall have been executed by the Administrative Agent, the Loan Parties and the Signatory Lenders and the Administrative Agent shall
have received counterparts hereof which, when taken together, bear the signatures of each of the other parties hereto; and


 




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(b)       The
Ninth Amendment Effective Date (as defined in the Ninth Amendment) shall have occurred.


 


4.            Miscellaneous.


 


(a)       No
Other Modification. Except as expressly modified by this Waiver and the Ninth Amendment, the Credit Agreement and the other Financing
Documents are and shall remain unchanged and in full force and effect, and nothing contained in this Waiver shall, by implication or otherwise,
limit, impair, constitute a waiver of, or otherwise affect the rights and remedies of the Lenders, the Administrative Agent, or any of
the other parties, or shall alter, modify, amend or in any way affect any of the other terms, conditions, obligations, covenants or agreements
contained in the Credit Agreement which are not by the terms of this Waiver being amended, or alter, modify or amend or in any way affect
any of the other Financing Documents.


 


(b)       Successor
and Assigns. This Waiver shall be binding upon and inure to the benefit of the parties to this Waiver and their respective successors
and permitted assigns.


 


(c)       Incorporation
by Reference. Sections 10.07 (Severability), 10.09 (Governing Law; Jurisdiction; Etc.), 10.11 (Headings), and
10.17 (Electronic Execution of Assignments and Certain Other Documents) of the Credit Agreement are hereby incorporated by reference
herein, mutatis mutandis.


 


(d)       Financing
Document. This Waiver shall be deemed to be a Financing Document.


 


(e)       Counterparts;
Integration. This Waiver may be executed in counterparts (and by different parties hereto on different counterparts), each of which
shall constitute an original, but all of which when taken together shall constitute a single contract. This Waiver, the Credit Agreement
and the other Financing Documents to which a Loan Party is party constitute the entire contract between and among the parties relating
to the subject matter hereof and thereof and supersede any and all previous agreements and understandings, oral or written, relating to
the subject matter hereof. Delivery of an executed counterpart of a signature page to this Waiver by telecopy or scanned electronic transmission
shall be effective as delivery of a manually executed counterpart of this Waiver.


 


(f)       Electronic
Signatures. The words “execution,” “execute”, “signed,” “signature,” and words of
like import in or related to any document to be signed in connection with this Waiver and the transactions contemplated hereby shall be
deemed to include electronic signatures, the electronic matching of assignment terms and contract formations on electronic platforms approved
by the parties hereto, or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability
as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for
in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic
Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.


 


[Signature Pages Follow]


 




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IN WITNESS WHEREOF, the parties
hereto have caused this Waiver to be duly executed and delivered by their duly authorized signatories as of the day and year first above
written.


 


	 	BKRF OCB, LLC,
	 	as the Borrower
	 	 
	 	By:	          
	 	Name: 
	 	Title:  
	 	 
	 	BKRF OCP, LLC,
	 	as Holdings
	 	 
	 	By:	 
	 	Name: 
	 	Title:  
	 	 
	 	BAKERSFIELD RENEWABLE FUELS, LLC,
	 	as Project Company
	 	 
	 	By:	 
	 	Name: 
	 	Title:  


 


[Signature Page to Waiver No. 6 to Credit Agreement] 


 




    	 



     


    




 


	 	ORION ENERGY PARTNERS TP AGENT, LLC,
	 	as Administrative Agent 
	 	 	 
	 	By:  	    
	 	 	Name:  	Gerrit Nicholas
	 	 	Title:	Managing Partner


 


[Signature Page to Waiver No. 6 to Credit Agreement] 


 




    	 



     


    




 


	 	ORION ENERGY CREDIT OPPORTUNITIES FUND II, L.P.,
	 	as a Lender
	 	 
	 	By: Orion Energy Credit Opportunities Fund II GP, L.P., its general partner
	 	 
	 	By: Orion Energy Credit Opportunities Fund II Holdings, LLC, its general partner
	 	 
	 	By:	           
	 	Name: Gerrit Nicholas
	 	Title:  Managing Partner
	 	 
	 	ORION ENERGY CREDIT OPPORTUNITIES FUND II PV, L.P.,
	 	as a Lender
	 	 
	 	By: Orion Energy Credit Opportunities Fund II GP, L.P., its general partner
	 	 
	 	By: Orion Energy Credit Opportunities Fund II Holdings, LLC, its general partner
	 	 
	 	By:	 
	 	Name: Gerrit Nicholas
	 	Title:  Managing Partner


 


[Signature Page to Waiver No. 6 to Credit Agreement] 


 




    	 



     


    




 


	 	ORION ENERGY CREDIT OPPORTUNITIES FUND II GPFA, L.P.,
	 	as a Lender
	 	 
	 	By: Orion Energy Credit Opportunities Fund II GP, L.P., its general partner
	 	 
	 	By: Orion Energy Credit Opportunities Fund II Holdings, LLC, its general partner
	 	 
	 	By:	           
	 	Name: Gerrit Nicholas
	 	Title:  Managing Partner
	 	 
	 	ORION ENERGY CREDIT OPPORTUNITIES GCE CO-INVEST, L.P.,
	 	as a Lender
	 	 
	 	By: Orion Energy Credit Opportunities Fund II GP, L.P., its general partner
	 	 
	 	By: Orion Energy Credit Opportunities Fund II Holdings, LLC, its general partner
	 	 
	 	By:	 
	 	Name: Gerrit Nicholas
	 	Title:  Managing Partner


 


[Signature Page to Waiver No. 6 to Credit Agreement] 


 




    	 



     


    




 


	 	ORION ENERGY CREDIT OPPORTUNITIES FUND III, L.P.,
	 	as a Lender
	 	 
	 	By: Orion Energy Credit Opportunities Fund III GP, L.P., its general partner
	 	 
	 	By: Orion Energy Credit Opportunities Fund III Holdings, LLC, its general partner
	 	 
	 	By:	           
	 	Name: Gerrit Nicholas
	 	Title:  Managing Partner
	 	 
	 	ORION ENERGY CREDIT OPPORTUNITIES FUND III PV, L.P.,
	 	as a Lender 
	 	 
	 	By: Orion Energy Credit Opportunities Fund III GP, L.P., its general partner
	 	 
	 	By: Orion Energy Credit Opportunities Fund III Holdings, LLC, its general partner
	 	 
	 	By:	 
	 	Name: Gerrit Nicholas
	 	Title:  Managing Partner


 


[Signature Page to Waiver No. 6 to Credit Agreement] 


 




    	 



     


    




 


	 	ORION ENERGY CREDIT OPPORTUNITIES FUND III GPFA, L.P.,
	 	as a Lender
	 	 
	 	By: Orion Energy Credit Opportunities Fund III GP, L.P., its general partner
	 	 
	 	By: Orion Energy Credit Opportunities Fund III Holdings, LLC, its general partner
	 	 
	 	By:	        
	 	Name: Gerrit Nicholas
	 	Title:  Managing Partner
	 	 
	 	ORION ENERGY CREDIT OPPORTUNITIES FUND III GPFA PV, L.P.,
	 	as a Lender
	 	 
	 	By: Orion Energy Credit Opportunities Fund III GP, L.P., its general partner
	 	 
	 	By: Orion Energy Credit Opportunities Fund III Holdings, LLC, its general partner
	 	 
	 	By:	 
	 	Name: Gerrit Nicholas
	 	Title:  Managing Partner


 


[Signature Page to Waiver No. 6 to Credit Agreement]


 




    	 



     


    




 


	 	VOYA RENEWABLE ENERGY INFRASTRUCTURE ORIGINATOR L.P., as Lender
	 	VOYA RENEWABLE ENERGY INFRASTRUCTURE ORIGINATOR i llc,
	 	as a Lender
	 	 
	 	By: Voya Alternative Asset Management LLC, as Agent
	 	 
	 	By:	      
	 	Name: 	Edward Levin
	 	Title: 	Senior Vice President


 


[Signature Page to Waiver No. 6 to Credit Agreement] 


 




    	 



     


    




 


	 	LIF AIV 1, L.P.,
	 	as a Lender
	 	 
	 	By: GCM Investments GP, LLC, its General Partner
	 	 
	 	By:	 
	 	Name:
	 	Title:


 


[Signature Page to Waiver No. 6 to Credit Agreement]