Exhibit 10.1


 


Execution Version


 


AMENDMENT NO. 9 TO CREDIT AGREEMENT


 


This AMENDMENT NO. 9 TO CREDIT AGREEMENT
(this “Agreement”), dated as of August 5, 2022 (the “Signing Date”), 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 Agreement, capitalized terms which are not defined herein shall have the meanings ascribed
to such terms in the Credit Agreement 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 from time to time 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”
and the Credit Agreement as expressly amended by this Agreement, the “Amended Credit Agreement”);


 


WHEREAS, the Borrower and the Lenders
entered into the Credit Agreement based on certain estimated costs to install, develop and construct the Project;


 


WHEREAS, there have been certain
delays to the construction of the Project and the scope of the Project has expanded to include additional capabilities and equipment,
which change certain assumptions made regarding the cost of installing, developing and constructing the Project;


 


WHEREAS, the Credit Agreement needs
to be revised to more accurately reflect the updated scope and cost estimates of the Project;


 


WHEREAS, the Borrower has requested
an increase of the Tranche B Commitments in an amount equal to $60,000,000;


 


WHEREAS, the Tranche B Lenders identified
on such Tranche B Lender’s signature page as an “Upsizing Tranche B Lender” (each, an “Upsizing Tranche
B Lender”) are each willing to provide the increased Tranche B Commitments identified on Exhibit A subject to
the terms herein and in the Amended Credit Agreement;


 


WHEREAS, pursuant to this Agreement,
the Borrower has requested, and the parties hereto have agreed, subject to the satisfaction of the conditions precedent set forth
in this Agreement, to amend the Credit Agreement effective as of the Ninth Amendment Effective Date as set forth herein; and


 


WHEREAS, the Borrower, Holdings,
the Project Company, the Administrative Agent and the Signatory Lenders entered into that certain Waiver No. 6 to Credit Agreement,
dated as of the date hereof (the “Waiver”), pursuant to which the Signatory Lenders waived the Specified Defaults
(as defined in the Waiver).


 


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: 




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1.           Upsized
Tranche B Commitments.


 


(a)           Subject
to the satisfaction of all of the conditions precedent set forth in Section 5 hereof, as of the Ninth Amendment Effective
Date, each Upsizing Tranche B Lender hereby:


 


(i)            severally
commits to make one or more Tranche B Loans to the Borrower pursuant to the provisions of, and subject to the conditions contained
in, the Amended Credit Agreement in an amount up to the commitment amount set forth next to such Tranche B Lender’s name
on Exhibit A attached hereto under the caption “Upsized Tranche B Commitments”; and


 


(ii)            agrees,
subject to the satisfaction of the conditions set forth in Section 4.03 of the Amended Credit Agreement and the other provisions
of the Financing Documents, to make Tranche B Loans to the Borrower pursuant to the Amended Credit Agreement (A) on the Ninth Amendment
Effective Date in the amount set forth next to such Tranche B Lender’s name on Exhibit A attached hereto under the
caption “Tranche B Loans to be Funded on the Ninth Amendment Effective Date” (and notwithstanding the notice period
required by Section 2.01(d) of the Credit Agreement), (B) within twelve (12) Business Days of the Ninth Amendment Effective Date
in the amount set forth next to such Tranche B Lender’s name on Exhibit A attached hereto under the caption “Tranche
B Loans to be Funded within 12 BDs of the Ninth Amendment Effective Date” and (C) from time to time after the Ninth Amendment
Effective Date and during the Availability Period up to the amount set forth next to such Tranche B Lender’s name on Exhibit
A attached hereto under the caption “Remaining Unfunded Tranche B Commitments” (on a ratable basis).


 


(b)           Subject
to the satisfaction of all the conditions precedent set forth in Section 5 hereof, as of the Ninth Amendment Effective Date,
each Lender (including each Upsizing Tranche B Lender), the Administrative Agent and each of the Loan Parties hereby:


 


(i)           consents
to the incurrence by Borrower of the Upsized Tranche B Commitments (including any Tranche B Loans incurred in respect thereof);


 


(ii)           agrees
that the Upsized Tranche B Commitments, and any Tranche B Loans incurred in respect thereof, shall be Tranche B Commitments and
Tranche B Loans for all purposes under the Credit Agreement;


 


(iii)           (A)
consents to the execution of (i) an amendment to the ExxonMobil Offtake Agreement, dated on or before the Ninth Amendment Effective
Date, executed by the Project Company and ExxonMobil, which shall be in form and substance reasonably satisfactory to the Lenders
and (ii) an amendment, dated on or before the Ninth Amendment Effective Date, executed by the Project Company and ExxonMobil, to
the Term Purchase Agreement, dated as of April 20, 2021, between the Project Company and ExxonMobil, which shall be in form and
substance reasonably satisfactory to the Lenders and (B) waives the condition set forth in Section 4.04(a)(ii) of the Credit Agreement
with respect to disbursements from the Construction Account of amounts funded pursuant to Sections 1(a)(ii)(A) and (B)
of this Agreement; and


 


(iv)           in
the case of each Lender, reaffirms its commitment to make, without duplication of prior commitments and subject to the satisfaction
of the conditions set forth in the Financing Documents (including Section 4.03 of the Amended Credit Agreement), Tranche B Loans
to the Borrower pursuant to the Amended Credit Agreement from time to time after the Ninth Amendment Effective Date and during
the Availability Period in an amount equal to the commitment amount set forth next to such Tranche B Lender’s name on Exhibit
A attached hereto under the caption “Remaining Unfunded Tranche B Commitments (including Upsized Tranche B Commitment)”.


 




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2.           Amendments.
Subject to the satisfaction of the conditions precedent set forth in Section 5 hereof, as of the Ninth Amendment Effective
Date, the Borrower, the other Loan Parties, the Administrative Agent and the Signatory Lenders, who constitute all of the Lenders
under the Credit Agreement, hereby agree that the Credit Agreement is amended as follows:


 


(a)           Section
1.01 of the Credit Agreement is hereby amended by replacing the definition of “Availability Period” with the following:


 


“Availability Period”
means the period from the Ninth Amendment Effective Date to and including the earliest to occur of (a) October 31, 2022, (b) the
Term Conversion Date and (c) the Maturity Date.”


 


(b)            Section
1.01 of the Credit Agreement is hereby amended by inserting the following new definitions:


 


“Additional Capital
Raise” means the raise and deposit into the Construction Account of additional cash proceeds by the Loan Parties or one
or more of their parent companies or Affiliates through (a) an equity or debt financing transaction of the Loan Parties (other
than using the proceeds of a Permitted Working Capital Facility, which shall not be an approved “Additional Capital Raise”)
or one or more of their parent companies or Affiliates, (b) an asset sale or disposition, (c) a Permitted Prepaid Sale Arrangement,
(d) sale leaseback transactions (provided, that, if requested by the Borrower, any consent by the Administrative Agent or the Lenders
shall not be unreasonably withheld, conditioned or delayed with respect to any such Additional Capital Raise that is a sale leaseback
transaction) and/or (e) such other transaction as may be approved by the Administrative Agent (in its reasonable discretion), in
each case, subject to and in compliance with all other obligations in the Financing Documents (including any consent requirements
contained herein or therein).


 


“FBTC”
means the Federal Blenders Tax Credit, which applies to Blenders of Biodiesel (including Renewable Diesel (as defined in the ExxonMobil
Offtake Agreement)) mixtures as set forth in Internal Revenue Code Sections 6426(a) and (c), and persons that sell or use alternative
fuel as a fuel in a motor vehicle or motorboat and in aviation, as set forth in Internal Revenue Code Sections 6426(a) and (d).


 


“FBTC Prepayment
Event” means the receipt by one or more Loan Parties of any proceeds of the FBTC.


 


“FBTC Prepayment
Amount” means an amount equal to 50% of the proceeds of the FBTC received by any Loan Party, up to an aggregate cap of
$67,500,000.


 


“Ninth Amendment”
means that certain Amendment No. 9 to Credit Agreement, dated as of August 5, 2022, by and among the Borrower, Holdings, the Project
Company, the Administrative Agent and the Lenders party thereto.


 


“Ninth Amendment
Effective Date” has the meaning assigned to such term in the Ninth Amendment.


 




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“Required 1st Additional Capital Raise” has the
meaning assigned to such term in Section 5.30(a).


 


“Required 2nd Additional Capital Raise” has the
meaning assigned to such term in Section 5.30(a).


 


“Sufficiency of
Funds Representation Restart Date” has the meaning assigned to such term in Section 3.29(b).


 


“Sufficiency of
Funds Representation Bringdown Date” has the meaning assigned to such term in Section 3.29(b).


 


“Supply Agreements”
means one or more definitive supply agreements or commercial contracts which include: (a) feedstock type (i.e. soybean oil, tallow,
etc...) conforming to planned facility requirements and limitations; (b) feedstock volumes; (c) delivered price framework such
as potential indexing method; (d) feedstock quality and specifications, conforming to planned facility requirements and limitations;
(e) delivery logistics; (f) contract duration; (g) minimum volume commitments (if any); and (h) credit support required (if any).


 


(c)           The
following definitions in Section 1.01 of the Credit Agreement are hereby amended and restated as follows:


 


“Construction Budget”
means a budget setting forth all expected Project Costs through Final Completion delivered to the Lenders on or before the Eighth
Amendment Effective Date pursuant to Section 4(i) of the Eighth Amendment, as such budget may be supplemented or superseded
pursuant to Section 5.30(b).


 


“Construction Schedule”
means a schedule setting forth the expected schedule and milestones for construction of the Project through Final Completion delivered
to the Lenders on or before the Eighth Amendment Effective Date pursuant to Section 4(i) of the Eighth Amendment, as such
schedule may be supplemented or superseded pursuant to Section 5.30(b).


 


“Date Certain” means March
31, 2023; provided, that the Date Certain shall be extended on a day-for-day basis (up to a maximum extension of 90 days) for each
day that the “Start Date” under and as defined in the ExxonMobil Offtake Agreement is extended pursuant to an amendment
to the ExxonMobil Offtake Agreement consented to by ExxonMobil.


 


“Financial Model”
means the projections of the Loan Parties’ operating results (on a quarterly basis over a period ending on the Maturity Date)
delivered to the Lenders on or prior to the Eighth Amendment Effective Date pursuant to Section 4(i) of the Eighth
Amendment, as such projections may be supplemented or superseded pursuant to Section 5.30(b).


  




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“Net Available Amount”
means:


 


(a)            in
respect of any Extraordinary MPD Proceeds, the aggregate amount of payments received by any Loan Party or their respective Affiliates
in respect of such proceeds net of (i) all reasonable and documented out-of-pocket costs and expenses (if any) and, if applicable,
reasonable transaction costs (including reasonable legal and accounting fees and expenses), incurred or reasonably anticipated
to be incurred by the applicable Loan Party in connection with the collection of such proceeds; (ii) federal, state, provincial,
foreign and local Taxes (other than any income taxes) reasonably estimated to be actually payable by the Loan Parties within the
current or the immediately succeeding tax year in connection therewith to the extent such amounts were not deducted in determining
the amount of such proceeds; and (iii) the Swap Portion Amount associated with unwinding any Senior Secured Swap Agreements;


 


(b)           in
the case of any Event of Loss, the aggregate amount of Loss Proceeds received by any Loan Party or any of their respective Affiliates
in respect of such Event of Loss, net of (i) all reasonable and documented out-of-pocket costs and expenses (if any) and, if applicable,
reasonable transaction costs (including reasonable legal and accounting fees and expenses), incurred or reasonably anticipated
to be incurred by the applicable Loan Party in connection with the collection of such proceeds; (ii) federal, state, provincial,
foreign and local Taxes (other than any income taxes) reasonably estimated to be actually payable by the Loan Parties within the
current or the immediately succeeding tax year in connection therewith to the extent such amounts were not deducted in determining
the amount of such proceeds; and (iii) the Swap Portion Amount associated with unwinding any Senior Secured Swap Agreements; and


 


(c)           in
the case of any Disposition, the aggregate amount received by any Loan Party or any of their respective Affiliates in respect of
such Disposition, net of (i) all reasonable and documented out-of-pocket costs and expenses (if any) and, if applicable, reasonable
transaction costs (including reasonable legal and accounting fees and expenses), incurred or reasonably anticipated to be incurred
by the applicable Loan Party in connection with the collection of such proceeds; (ii) federal, state, provincial, foreign and local
Taxes (other than any income taxes) reasonably estimated to be actually payable by the Loan Parties within the current or the immediately
succeeding tax year in connection therewith to the extent such amounts were not deducted in determining the amount of such proceeds;
(iii) the Swap Portion Amount associated with unwinding any Senior Secured Swap Agreements; (iv) (x) the principal amount, premium
or penalty, if any, and interest, breakage costs or other amounts of any Indebtedness (other than Indebtedness under the Financing
Documents or other Indebtedness secured by a Lien on the Collateral) that is secured by the property subject to such Disposition
and is required to be repaid in connection with such Disposition, to the extent such amounts were not deducted in determining the
amount of such proceeds and (y) a reasonable reserve determined by a financial officer (or any other officer performing equivalent
duties thereof) of Borrower in its reasonable business judgment and solely to the extent required under the applicable purchase
agreement for any purchase price adjustments (including working capital adjustments or adjustments attributable to seller’s
indemnities and representations and warranties to purchaser in respect of such Disposition) expressly contemplated by the purchase
agreement relating to such Disposition and (v) to the extent such Disposition was in connection with any Required 1st Additional
Capital Raise or Required 2nd Additional Capital Raise, the proceeds of such Disposition in connection with any Required 1st Additional
Capital Raise and Required 2nd Additional Capital Raise (up to a cap of $20,000,000 in the aggregate), in either case, to the extent
that such proceeds of such Disposition pursuant to this clause (v) are deposited into the Construction Account in accordance with
Section 5.30(a)(iii)).


 




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“Operating Budget”
means a proposed annual operating plan and budget prepared by Borrower in accordance with Section 5.20(a) (or in the
case of the annual operating plan and budget for 2022, the operating budget delivered to the Administrative Agent on or before
the Eighth Amendment Effective Date in accordance with Section 4(i) of the Eighth Amendment), of (a) anticipated Project
Revenues, (b) anticipated Operating Expenses, (c) anticipated Capital Expenditures and (d) anticipated payments in connection with
any Permitted Indebtedness, in each case, detailed by quarter for the following calendar year, which annual operating plan and
budget shall be in a form reasonably satisfactory to the Administrative Agent, as may be amended from time to time in accordance
with Section 5.20(c) or 5.30(b) and including all amounts permitted in accordance with Section 5.20(c).


 


(d)           The
definition of “Feedstock Execution Plan” in Section 1.01 of the Credit Agreement is hereby deleted.


 


(e)           Annex
I to the Credit Agreement is hereby deleted and replaced in its entirety as set forth in Exhibit A attached hereto.


 


(f)           The
last sentence of Section 2.01(b) of the Credit Agreement is hereby deleted.


 


(g)           A
new Section 2.06(b)(vi) is hereby added to the Credit Agreement as follows:


 


“(vi)           FBTC
Payment. In the event an FBTC Prepayment Event has occurred, then the Borrower shall prepay the Loans of each Lender in an
amount equal to such Lender’s pro rata share of the FBTC Prepayment Amount within three (3) Business Days of the Loan Parties’
receipt of any such FBTC proceeds, accompanied by payment of all accrued interest on the amount prepaid and a calculation as to
the FBTC Prepayment Amount (which calculation shall be in form and substance reasonably satisfactory to the Administrative Agent).


 


(h)          Section
2.08(e) of the Credit Agreement is hereby amended and restated as follows:


 


“(e)           Payment
in Kind. On (1) each Quarterly Date from the Closing Date through and including June 30, 2022, Borrower may pay up to 3.50%
per annum of the Interest Rate in kind (in lieu of payment in cash) and (2) on each Quarterly Date occurring on September 30, 2022
and December 31, 2022, Borrower may pay all of the Interest Rate in kind (in lieu of payment in cash), in each case, by written
election of Borrower to the Administrative Agent at least ten (10) Business Days prior to such Quarterly Date. The aggregate outstanding
principal amount of the Loans shall be automatically increased on each such Quarterly Date by the amount of such interest paid
in kind. For the avoidance of doubt, any portion of the Interest Rate not paid in kind shall be paid in cash.”


 




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(i)           Section
3.29 of the Credit Agreement is hereby amended and restated as follows:


 


“(a) (i) Substantial Completion is expected
to occur not later than the Date Certain, (ii) Final Completion is expected to occur not later than the date that is six (6) months
after the Date Certain, and each of the foregoing representations is based on factual evidence and reasonable assumptions at the
time such representation is given and (iii) the Start Date (as defined in the ExxonMobil Offtake Agreement) is reasonably expected
to occur not later than the Date Certain.


 


(b)           On
(i) the date that is the earlier to occur of (x) an Additional Capital Raise and (y) November 30, 2022 (the “Sufficiency
of Funds Representation Restart Date”) and (ii) each Funding Date that occurs after the Sufficiency of Funds Representation
Restart Date (each, a “Sufficiency of Funds Representation Bringdown Date”), but, in each case, prior to the
Final Completion Date, the sum of (i) the amounts on deposit in the Collateral Accounts, plus (ii) Project Revenues reasonably
anticipated to be received by the Project Company prior to Final Completion (up to a cap, in the case of this clause (ii) of the
Cash Flow Utilization Cap, if applicable) plus (iii) the proceeds of any Permitted Working Capital Facility and any Permitted Prepaid
Sale Arrangement plus (iv) the amount of any unfunded Commitments is expected to be sufficient to cause the Project to achieve
Substantial Completion and Final Completion; provided, that, this representation shall not be made between the Ninth Amendment
Effective Date and the Sufficiency of Funds Representation Restart Date.”


 


(j)            Section
5.22(b) of the Credit Agreement is hereby amended and restated as follows:


 


“Borrower shall cause (i) Final Completion
(other than any immaterial Punch List items) and (ii) Punch List items necessary for the operation of the Project in accordance
with Prudent Industry Practices, in each case, to be achieved on or prior to the date that is six (6) months after the Date Certain.”


 


(k)           Section
5.25(a) of the Credit Agreement is hereby amended and restated as follows:


 


“After the date on which Substantial
Completion occurs, the Borrower shall (i) maintain Supply Agreements that in the aggregate provide for the procurement of at least
fifty (50%) percent of the required feedstock reasonably necessary for projected Project production capacity per month for the
next 180-day period and (ii) use reasonable best efforts to maintain Supply Agreements that in the aggregate provide for the procurement
of at least seventy-five (75%) percent of the required feedstock reasonably necessary for projected Project production capacity
per month for the next 180-day period.”


 


(l)           Section
5.25(b) of the Credit Agreement is hereby amended and restated as follows:


 


“Borrower shall use commercially reasonable efforts to enter
into a Permitted Working Capital Facility on or before October 1, 2022 (subject to a day-for-day extension to the extent that the
“Guaranteed Substantial Completion Date” (as defined in the CTCI EPC Agreement) is extended beyond October 15, 2022,
subject to a cap on any such extension of 90 days.”


 




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(m)          Section
5.29(i) of the Credit Agreement is amended to correct the numbering such that subclause (ii) begins immediately before the words
“Transfers from the Cash Reserve Account.” and the immediately subsequent subclauses (II) and (JJ) are re-lettered
as subclauses (A) and (B).


 


(n)           Article
V of the Credit Agreement is amended by inserting the following new Section 5.30:


 


“Section 5.30Post-Third
Amendment Covenants.


 


		(a)	Additional Capital Raise. The Loan Parties shall (i) as promptly as reasonably practicable,
but in any event on or prior to December 31, 2022, complete an Additional Capital Raise in an aggregate amount equal to at least
$10,000,000 (such additional capital raise, the “Required 1st Additional Capital Raise”), (ii) as promptly as
reasonably practicable, but in any event on or prior to March 31, 2023, complete an Additional Capital Raise in an aggregate amount
equal to at least $20,000,000 (taking into account the amount of the Additional Capital Raise referenced in subclause (i) above)
(such additional capital raise, the “Required 2nd Additional Capital Raise”), and (iii) cause any Required 1st
Additional Capital Raise and Required 2nd Additional Capital Raise (up to a cap of $20,000,000 in the aggregate) to be deposited
into the Construction Account.



 


		(b)	Budget, Schedule and Model. Borrower shall, no later than thirty (30) days after the Ninth
Amendment Effective Date, submit to the Administrative Agent its draft updates to each of the Financial Model, the 2022 Operating
Budget, the Construction Budget and the Construction Schedule. Each such update to the Financial Model, the 2022 Operating Budget,
the Construction Budget and the Construction Schedule shall not be effective until approved by the Administrative Agent, such approval
not to be unreasonably withheld, conditioned or delayed.”



 


(o)          Section
6.07 of the Credit Agreement is hereby amended to (i) correct the numbering such that the subclauses therein are re-lettered sequentially
from (a) through (f) and (ii) replace the reference to “Feedstock Execution Plans” with a reference to “Supply
Agreements”.


 


(p)      
   Section 7.01(c) of the Credit Agreement is hereby amended and restated as follows:


 


		“(i)	any representation or warranty made by or deemed made by any Loan Party in this Agreement or any
other Financing Document, or in any certificate or other document furnished to any Secured Party by or on behalf of such Loan Party
in accordance with the terms hereof or thereof shall prove to have been incorrect in any material respect as of the time made or
deemed made, confirmed or furnished; provided that, except in the case of Section 3.29(b) as to which this proviso
shall not apply (and it shall be an immediate Event of Default if the representation and warranty set forth in Section 3.29(b)
is made or deemed made and is incorrect in any material respect on the Sufficiency of Funds Representation Restart Date or any
Sufficiency of Funds Representation Bringdown Date), such misrepresentation or such incorrect statement shall not constitute an
Event of Default if (i) such condition or circumstance is not reasonably expected to result in a Material Adverse Effect and (ii)
the facts or conditions giving rise to such misstatement are cured in such a manner as to eliminate such misstatement (or as to
cure the adverse effects of such misstatement) within thirty (30) days after obtaining notice of such Default provided further
that, if (A) such Default is not reasonably susceptible to cure within such thirty (30) days, (B) such Loan Party is proceeding
with diligence and good faith to cure such Default and such Default is susceptible to cure and (C) the existence of such failure
has not resulted in a Material Adverse Effect, such thirty (30) day period shall be extended as may be necessary to cure such failure,
such extended period not to exceed ninety (90) days in the aggregate (inclusive of the original thirty (30) day period);”



 




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(q)          Section
7.01(d)(i) of the Credit Agreement is hereby amended and restated as follows:


 


		“(i)	Sections 5.01 (as to existence), 5.11(f), 5.13, 5.30 or Article VI;”



 


(r)           Section
7.01 of the Credit Agreement is amended by inserting the following new clause (r):


 


“(r)         the outstanding
principal amount of the Loans exceeds (i) $390,000,000 on or after December 31, 2023 or (i) $340,000,000 on or after December 31,
2024.”


 


(s)           Annex
III (Target Debt Balances) to the Credit Agreement is hereby deleted in its entirety and replaced in its entirety as set forth
in Exhibit B attached hereto.


 


(t)           Schedule
5.25(a) to the Credit Agreement is hereby deleted in its entirety.


 


3.             Amendment
No. 9 Premium.


 


(a)           As
consideration for entry into this Agreement and the Waiver, the Borrower hereby agrees to pay, or cause to be paid, to each Lender
an Amendment and Upsize Premium in the form of warrants to obtain the shares of common equity at the strike prices set forth in
Exhibit D hereto, substantially in the form attached hereto as Exhibit E (the “GCEH Warrants”),
which GCEH Warrants shall be payable to each Lender (or its designated Affiliate) ratably (the “Amendment and Upsize Premium”).
The Amendment and Upsize Premium shall be due, earned and payable on the Ninth Amendment Effective Date.


 


(b)           The
Borrower hereby agrees that the Amendment and Upsize Premium shall be paid without set-off, deduction or counterclaim and free
and clear of, and without deduction by reason of, any taxes.


 


(c)           All
fees and premiums hereunder, once paid, are nonrefundable and are in addition to and not creditable against any other fee or premium
payable to any Lender and/or its affiliates in connection with the transactions contemplated by the Credit Agreement or otherwise.


 




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(d)           For
U.S. federal income tax purposes, (a) the Tranche B Loans made on the Ninth Amendment Credit Effective Date, together with the
GCEH Warrants, shall be treated as an investment unit in accordance with Code Section 1273(c)(2) and (b) a portion of the purchase
price of the investment unit shall, for U.S. federal income tax purposes, be allocated to the purchase of the corresponding GCEH
Warrants as mutually agreed by the parties. Each of the parties hereto agrees to file tax returns consistent with such treatment.


 


4.            Representations
and Warranties. As of the Ninth Amendment Effective Date, 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 Agreement, and has taken all necessary corporate, limited liability company
or other organizational action to authorize the execution, delivery and performance by it of this Agreement. This Agreement 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 Agreement 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 the Waiver and the amendments set forth in this Agreement, no Default or Event of Default
has occurred and is continuing or would result from the transactions contemplated in this Agreement.


 


(d)           After
giving effect to the waivers set forth in the Waiver and the amendments set forth in this Agreement, 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).


 




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5.            Effectiveness;
Conditions Precedent. This Agreement shall become effective on the first date on which each of the following conditions have
been satisfied or waived (such date, the “Ninth Amendment Effective Date”):


 


(a)           This
Agreement and the Waiver shall have been executed on the Signing Date by the Administrative Agent, the Loan Parties and the Signatory
Lenders (such execution not to be unreasonably delayed or waived) and the Administrative Agent shall have received counterparts
to each which, when taken together, bear the signatures of each of the other parties hereto.


 


(b)           Borrower
has arranged for payment on the Ninth Amendment Effective Date of all reasonable and documented out-of-pocket fees and expenses
then due and payable pursuant to the Financing Documents.


 


(c)           The
Administrative Agent shall have received an amendment to the ExxonMobil Offtake Agreement, dated on or before the Ninth Amendment
Effective Date, executed by the Project Company and ExxonMobil, which shall be in form and substance reasonably satisfactory to
the Lenders.


 


(d)           The
Borrower has delivered to the Administrative Agent an Officer’s Certificate of each of Borrower and Holdings dated as of
the Ninth Amendment Effective Date certifying (i) that each of the conditions set forth in this Section 5 have been satisfied
in accordance with the terms hereof, (ii) after giving effect to the waivers set forth in the Waiver and the amendments set forth
herein, the representations and warranties of each of the Loan Parties set forth in the Financing Documents 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) and (iii)
after giving effect to the waivers set forth in the Waiver and the amendments set forth herein, no Default or Event of Default
has occurred and is continuing as of the Ninth Amendment Effective Date.


 


(e)           As
consideration for the amendments set forth herein and the waivers set forth in the Waiver, as of the Ninth Amendment Effective
Date, each Lender shall have received the GCEH Warrants as set forth in Section 3.


 


(f)           The
Administrative Agent shall have received an amendment to the HoldCo Borrower LLC Agreement, dated on or before the Ninth Amendment
Effective Date, which shall be in form and substance reasonably satisfactory to the Lenders.


 


(g)           The
Administrative Agent and the Lenders shall have received an executed copy of a Borrowing Request for Tranche B Loans in an amount
equal to $30,000,000.


 


6.            Reaffirmation
of Guarantees and Security Interests.


 


The Borrower, Holdings and Project
Company (each, a “Reaffirming Party”) hereby acknowledges that it (a) has reviewed the terms and provisions
of this Agreement, (b) consents to the amendments to the Credit Agreement effected pursuant to this Agreement and consents to the
terms, conditions and other provisions of this Agreement, and (c) consents to each of the transactions contemplated hereby. Each
Reaffirming Party hereby confirms that each Financing Document to which it is a party or otherwise bound and all Collateral encumbered
thereby will continue to guarantee or secure, as the case may be, to the fullest extent possible in accordance with the Financing
Documents the payment and performance of all Obligations under and as defined in the Amended Credit Agreement (including all such
Obligations as amended and reaffirmed pursuant to this Amendment) under each of the Financing Documents to which it is a party.


 




    	 	11	 



     


    




 


Without limiting the generality of
the foregoing, each Reaffirming Party hereby confirms, ratifies and reaffirms its payment obligations, guarantees, pledges, grants
of security interests and other obligations, as applicable, under and subject to the terms of each of the Financing Documents to
which it is a party. For the avoidance of doubt, nothing in this Agreement shall constitute a new grant of security interest. Each
Reaffirming Party hereby confirms that no additional filings or recordings need to be made, and no other actions need to be taken,
by such Reaffirming Party as a consequence of this Agreement in order to maintain the perfection and priority of the security interests
created by the Financing Documents to which it is a party.


 


Each Reaffirming Party acknowledges
and agrees that each of the Financing Documents to which it is a party or otherwise bound shall continue in full force and effect
and that all of its payment obligations, guarantees, pledges, grants of security interests and other obligations, as applicable,
under and subject to the terms of such Financing Documents shall be valid and enforceable and shall not be impaired or limited
by the execution or effectiveness of this Amendment or any of the transactions contemplated hereby.


 


7.            Miscellaneous.


 


(a)           Effect
of Amendments. From and after the Ninth Amendment Effective Date, the Credit Agreement shall be construed after giving effect
to the amendments set forth in Section 2 hereof and all references to the Credit Agreement in the Financing Documents shall
be deemed to refer to the Amended Credit Agreement.


 


(b)           No
Other Modification. Except as expressly modified by this Agreement and the Waiver, the Credit Agreement and the other Financing
Documents are and shall remain unchanged and in full force and effect, and nothing contained in this Agreement 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 Agreement being amended, or alter,
modify or amend or in any way affect any of the other Financing Documents.


 


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


 


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


 


(e)           Financing
Document. This Agreement shall be deemed to be a Financing Document.


 


(f)           Counterparts;
Integration. This Agreement 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. The Amended 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 Agreement by
telecopy or scanned electronic transmission shall be effective as delivery of a manually executed counterpart of this Agreement.


 




    	 	12	 



     


    

 











(g)           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 Agreement 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.


 


(h)           Severability.
Any provision of this Agreement held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability
of the remaining provisions hereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate
such provision in any other jurisdiction.


 


(i)           Release.
IN ORDER TO INDUCE THE ADMINISTRATIVE AGENT AND THE LENDERS TO ENTER INTO THIS AGREEMENT, EACH OF THE LOAN PARTIES AND THEIR RESPECTIVE
SUCCESSORS-IN-TITLE AND ASSIGNEES AND, TO THE EXTENT THE SAME IS CLAIMED BY RIGHT OF, THROUGH OR UNDER ANY OF THE LOAN PARTIES,
FOR THEIR RESPECTIVE PAST, PRESENT AND FUTURE EMPLOYEES, AGENTS, REPRESENTATIVES, OFFICERS, DIRECTORS, SHAREHOLDERS, MEMBERS, MANAGERS,
AND TRUSTEES (EACH, A “RELEASING PARTY,” AND COLLECTIVELY, THE “RELEASING PARTIES”), DOES
HEREBY REMISE, RELEASE AND DISCHARGE, AND SHALL BE DEEMED TO HAVE FOREVER REMISED, RELEASED AND DISCHARGED, THE ADMINISTRATIVE
AGENT AND EACH OF THE LENDERS, AND THE ADMINISTRATIVE AGENT’S AND EACH LENDER’S RESPECTIVE SUCCESSORS-IN-TITLE, LEGAL
REPRESENTATIVES AND ASSIGNEES, PAST, PRESENT AND FUTURE OFFICERS, DIRECTORS, AFFILIATES, SHAREHOLDERS, MEMBERS, MANAGERS, TRUSTEES,
AGENTS, EMPLOYEES, BOARD OBSERVERS, CONSULTANTS, EXPERTS, ADVISORS, ATTORNEYS AND OTHER PROFESSIONALS AND ALL OTHER PERSONS AND
ENTITIES TO WHOM ANY OF THE FOREGOING WOULD BE LIABLE IF SUCH PERSONS OR ENTITIES WERE FOUND TO BE LIABLE TO ANY RELEASING PARTY,
OR ANY OF THEM (COLLECTIVELY HEREINAFTER, THE “RELEASED PARTIES”), FROM ANY AND ALL MANNER OF ACTION AND ACTIONS,
CAUSE AND CAUSES OF ACTION, CLAIMS, CHARGES, DEMANDS, COUNTERCLAIMS, OFFSET RIGHTS, RIGHTS OF RECOUPMENT, DEFENSES, SUITS, DEBTS,
DUES, SUMS OF MONEY, ACCOUNTS, RECKONINGS, BONDS, BILLS, SPECIALTIES, COVENANTS, CONTRACTS, CONTROVERSIES, DAMAGES, JUDGMENTS,
EXPENSES, EXECUTIONS, LIENS, CLAIMS OF LIENS, CLAIMS OF COSTS, PENALTIES, ATTORNEYS’ FEES, OR ANY OTHER COMPENSATION, RECOVERY
OR RELIEF ON ACCOUNT OF ANY LIABILITY, OBLIGATION, DEMAND OR CAUSE OF ACTION OF WHATEVER NATURE, WHETHER IN LAW, EQUITY OR OTHERWISE
(INCLUDING, WITHOUT LIMITATION, ANY SO CALLED “LENDER LIABILITY” CLAIMS, INTEREST OR OTHER CARRYING COSTS, PENALTIES,
LEGAL, ACCOUNTING AND OTHER PROFESSIONAL FEES AND EXPENSES AND INCIDENTAL, CONSEQUENTIAL AND PUNITIVE DAMAGES PAYABLE TO THIRD
PARTIES, OR ANY CLAIMS FOR AVOIDANCE OR RECOVERY UNDER ANY OTHER FEDERAL, STATE OR FOREIGN LAW EQUIVALENT), WHETHER KNOWN OR UNKNOWN,
FIXED OR CONTINGENT, JOINT AND/OR SEVERAL, SECURED OR UNSECURED, DUE OR NOT DUE, PRIMARY OR SECONDARY, LIQUIDATED OR UNLIQUIDATED,
CONTRACTUAL OR TORTIOUS, DIRECT, INDIRECT, OR DERIVATIVE, ASSERTED OR UNASSERTED, FORESEEN OR UNFORESEEN, SUSPECTED OR UNSUSPECTED,
NOW EXISTING, HERETOFORE EXISTING OR WHICH MAY HERETOFORE ACCRUE AGAINST ANY OF THE RELEASED PARTIES SOLELY IN THEIR CAPACITIES
AS SUCH UNDER THE FINANCING DOCUMENTS, WHETHER HELD IN A PERSONAL OR REPRESENTATIVE CAPACITY, AND WHICH ARE BASED ON ANY ACT, FACT,
EVENT OR OMISSION OR OTHER MATTER, CAUSE OR THING OCCURRING AT OR FROM ANY TIME PRIOR TO AND INCLUDING THE DATE HEREOF IN ANY WAY,
DIRECTLY OR INDIRECTLY ARISING OUT OF, CONNECTED WITH OR RELATING TO THE AMENDED CREDIT AGREEMENT OR ANY OTHER FINANCING DOCUMENT
AND THE TRANSACTIONS CONTEMPLATED THEREBY, AND ALL OTHER AGREEMENTS, CERTIFICATES, INSTRUMENTS AND OTHER DOCUMENTS AND STATEMENTS
(WHETHER WRITTEN OR ORAL) RELATED TO ANY OF THE FOREGOING (EACH, A “CLAIM,” AND COLLECTIVELY, THE “CLAIMS”),
IN EACH CASE, EXCLUDING ANY CLAIM TO THE EXTENT SUCH CLAIM AROSE OUT OF, OR WAS CAUSED BY, THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT
OF, OR MATERIAL BREACH OF THE AMENDED CREDIT AGREEMENT OR ANY OTHER FINANCING DOCUMENT BY, SUCH RELEASED PARTIES. EACH RELEASING
PARTY FURTHER STIPULATES AND AGREES WITH RESPECT TO ALL SUCH CLAIMS, THAT IT HEREBY WAIVES ANY AND ALL PROVISIONS, RIGHTS, AND
BENEFITS CONFERRED BY ANY LAW OF ANY STATE OF THE UNITED STATES.


 


[Signature Pages Follow]


 




    	 	13	 



     


    







 


IN WITNESS WHEREOF, the parties hereto
have caused this Agreement 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: 	Richard Palmer	 
	 	Title:  	President	 


 


	 	BKRF OCP, LLC,	 
	 	as Holdings	 
	 	 	 	 
	 	By:	 	 
	 	Name: 	Richard Palmer	 
	 	Title:  	President	 


 


	 	BAKERSFIELD RENEWABLE FUELS, LLC,	 
	 	as Project Company	 
	 	 	 	 
	 	By:	 	 
	 	Name: 	Richard Palmer	 
	 	Title:  	President	 


 


[Signature Page to Amendment No. 9 to Credit Agreement]


 







    	 	 	 



     


    

 








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


 


[Signature Page to Amendment No. 9 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 Amendment No. 9 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 Amendment No. 9 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 Amendment No. 9 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 Amendment No. 9 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 Amendment No. 9 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 Amendment No. 9 to Credit Agreement]


 




    	 	 	 



     


    

 








Exhibit A


to Amendment
nO. 9


ANNEX I

TO

CREDIT AGREEMENT


 


Commitments and Existing Loans 


 


	 	 	Outstanding 
 Tranche A 
 Loans as of 
 Amendment 
 No. 9	 	 	Outstanding
 Tranche B
 Loans Prior to 
 Amendment No. 9
	 	 	Tranche B
 Loans to be 
 Funded on the
 Ninth
 Amendment
 Effective Date
	 	 	Tranche B
 Loans to be 
 Funded within
 12 BDs of the
 Ninth

 Amendment
 Effective Date
	 	 	Upsized 

Tranche B

 Commitment	 	 	Remaining 
 Unfunded 
 Tranche B 
 Commitments	 
	Orion Energy Credit Opportunities Fund II, L.P.	 	$	19,109,485.00	 	 	 	-	 	 	$	3,312,069.60	 	 	 	-	 	 	$	6,624,139.20	 	 	$	3,312,069.60	 
	Orion Energy Credit Opportunities Fund II PV, L.P.	 	$	30,707,910.00	 	 	 	-	 	 	$	5,322,316.92	 	 	 	-	 	 	$	10,644,633.83	 	 	$	5,322,316.91	 
	Orion Energy Credit Opportunities Fund II GPFA, L.P.	 	$	1,882,605.00	 	 	 	-	 	 	$	326,294.44	 	 	 	-	 	 	$	652,588.89	 	 	$	326,294.45	 
	Orion Energy Credit Opportunities GCE Co-Invest, L.P.	 	$	28,800,000.00	 	 	$	101,000,000.00	 	 	 	-	 	 	$	2,956,602.20	 	 	$	5,913,204.39	 	 	$	2,956,602.19	 
	Orion Energy Credit Opportunities GCE Co-Invest B, L.P.	 	 	-	 	 	$	4,400,000.00	 	 	 	-	 	 	$	100,223.80	 	 	$	200,447.61	 	 	$	100,223.81	 
	Orion Energy Credit Opportunities Fund III PV, L.P.	 	 	-	 	 	$	15,676,603.40	 	 	$	2,717,080.11	 	 	 	-	 	 	$	5,434,160.22	 	 	$	2,717,080.11	 
	Orion Energy Credit Opportunities Fund III GPFA, L.P.	 	 	-	 	 	$	1,188,622.40	 	 	$	206,012.89	 	 	 	-	 	 	$	412,025.77	 	 	$	206,012.88	 
	Orion Energy Credit Opportunities Fund III, L.P.	 	 	-	 	 	$	34,190,725.64	 	 	$	5,925,961.01	 	 	 	-	 	 	$	11,851,922.02	 	 	$	5,925,961.01	 
	Orion Energy Credit Opportunities Fund III GPFA PV, L.P.	 	 	-	 	 	$	644,048.56	 	 	$	111,626.95	 	 	 	-	 	 	$	223,253.91	 	 	$	111,626.96	 
	LIF AIV 1, L.P.	 	 	-	 	 	$	72,500,000.00	 	 	$	5,750,000.00	 	 	 	-	 	 	$	11,500,000.00	 	 	$	5,750,000.00	 
	Voya Renewable Energy Infrastructure Originator I LLC	 	 	-	 	 	$	10,505,000.00	 	 	 	-	 	 	$	1,249,832.21	 	 	$	2,499,664.43	 	 	$	1,249,832.22	 
	Voya Renewable Energy Infrastructure Originator L.P.	 	 	-	 	 	$	16,995,000.00	 	 	 	-	 	 	$	2,021,979.87	 	 	$	4,043,959.73	 	 	$	2,021,979.86	 
	Total	 	$	80,500,000.00	 	 	$	257,100,000.00	 	 	$	23,671,361.92	 	 	$	6,328,638.08	 	 	$	60,000,000.00	 	 	$	30,000,000.00	 



 




    	 	 	 



     


    







 


Exhibit B


to Amendment
nO. 9


ANNEX III


TO


CREDIT AGREEMENT


 


Target Debt Balances


 


[attached]


 




    	 	 	 



     


    




 





Exhibit C


to Amendment
nO. 9


 


[RESERVED]


 




    	 	 	 



     


    







 


Exhibit D


to Amendment
nO. 9


 


ALLOCATION OF WARRANTS


 


	Entity Name	 	Total Warrants	 
	Orion Energy Credit Opportunities Fund II, L.P.	 	 	824,587	 
	Orion Energy Credit Opportunities Fund II PV, L.P.	 	 	1,325,067	 
	Orion Energy Credit Opportunities Fund II GPFA, L.P.	 	 	81,236	 
	Orion Energy Credit Opportunities GCE Co-Invest, L.P.	 	 	736,088	 
	Orion Energy Credit Opportunities GCE Co-Invest B, L.P.	 	 	24,952	 
	Orion Energy Credit Opportunities Fund III PV, L.P.	 	 	676,456	 
	Orion Energy Credit Opportunities Fund III GPFA, L.P.	 	 	51,290	 
	Orion Energy Credit Opportunities Fund III, L.P.	 	 	1,475,352	 
	Orion Energy Credit Opportunities Fund III GPFA PV, L.P.	 	 	27,791	 
	LIF AIV 1, L.P.	 	 	1,431,545	 
	Voya Renewable Energy Infrastructure Originator I LLC	 	 	311,164	 
	Voya Renewable Energy Infrastructure Originator L.P.	 	 	503,401	 
	Total	 	 	7,468,929	 



 




    	 	 	 



     


    

  


Exhibit E


to Amendment
nO. 9


 


FORM OF GCEH WARRANT


 


[See attached.]