Renewable Diesel Market Value Proposition
VII
OAKTREE CREDIT AGREEMENT SUMMARY
Borrower:
Pledgor:
Facility:
Collateral:
Maturity:
Pricing:
Amortization:
Conversion Feature:
Montana Renewables, LLC
Montana Renewables Holdings LLC
$300 million Convertible Term Loan
All Property of Borrower and the Capital Stock of Borrower owned by Pledgor
November 18, 2024
8.00% cash; 10% PIK
None
•
"
"
Loan Conversion: The Pledgor will deliver the Lenders the number of shares of Common Stock equal to the quotient of (i) 111% of the aggregate of the sum of the Called
Principal and accrued and unpaid interest outstanding divided by (ii) the Loan Conversion Price
Loan Conversion Price: For a conversion in connection with (i) a Permitted Additional Equity Raise, the price per share of Common Stock being utilized and (ii) an EOD, the
implied price per common stock as determined by the board of directors
In the event of (i) any EoD, the Lenders have the right to convert all or any portion of the Obligations into Common Stock of Pledgor at any time while such EOD is occurring
and (ii) the consummation of any Permitted Additional Equity Raise, all of the Obligations shall automatically convert into Common Stock of Pledgor effective immediately prior
to closing, unless at least 2 Business Days prior to execution, the Lenders elect in writing not to convert the Obligations
EOD by the Borrower
Mandatory Prepayments:
"
Any Change of Control (excludes Permitted Additional Equity Raises)
"
Limitations on Indebtedness:
Any Equity Issuance (excludes Permitted Additional Equity Raises and Capital Lease Obligations related to any of the Specified Project Components)
" General: Not to exceed $5 million
"
◉
Pledgor: Other unsecured, non-convertible, subordinated debt not to exceed $25 million
Sale Leasebacks: Any such lease in relation to (i) the Pretreatment Unit Project Component not to exceed $49.5mm, (ii) the Renewable hydrogen Plant Component not to
exceed $50 million and (iii) the Wastewater Treatment Plant Component not to exceed $38.5 million
Capital Lease Obligations: Not to exceed $5 million
Purchase Money Obligations: Not to exceed $5 million
"
Permitted ABL Financing: Aggregate commitments not to exceed (i) if Borrower is not party to any Permitted Inventory Financing, $125 million and (ii) if Borrower is party to a
Permitted Inventory Financing, $75 million
Permitted Inventory Financing: Cash collateral / letters of credit not to exceed $20 million
" General: Not to exceed $5 million
"
Capital Leases: Not to exceed $5 million
Limitations on Liens:
"
Permitted ABL Financing
"
Permitted Inventory Financing
"
Restricted Payments:
Special Distributions: Allowed if (i) after the Renewable Diesel Conversion Conditions Satisfaction Date, (ii) no EoD, (iii) PF Available Construction Funds are not less than
aggregate unpaid Project Costs required to cause Conversion Completion and (iv) Debt/Equity ≤ 5.0x
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