SECOND AMENDMENT TO SECOND AMENDED AND RESTATED
REVOLVING CREDIT AND TERM LOAN AGREEMENT
This Second Amendment to Second Amended and Restated Revolving Credit and Term Loan Agreement (Second Amendment) is made as of September 12, 2019, by and among Montauk Energy Holdings, LLC (Borrower), the Lenders (as defined below) signatory hereto and Agent (as defined below).
A. Borrower entered into that certain Second Amended and Restated Revolving Credit and Term Loan Agreement dated as of December 12, 2018 (as amended, restated or otherwise modified from time to time, the Credit Agreement), with the financial institutions from time to time signatory thereto (collectively, the Lenders) and Comerica Bank, as administrative agent for the Lenders (in such capacity, the Agent).
B. Borrower has requested that Agent and the Lenders make certain amendments to the Credit Agreement, and Agent and the Lenders are willing to do so, subject to the terms and conditions set forth in this Second Amendment.
NOW, THEREFORE, in consideration of the mutual agreements herein contained and other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, Borrower, Agent and the Lenders agree as follows:
1. The following definitions in Section 1.1 of the Credit Agreement are amended to read as follows:
Fixed Charge Coverage Ratio shall mean as of any date of determination, a ratio, the numerator of which is Consolidated EBITDA for the Applicable Measuring Period ending on such date of determination, minus taxes paid in cash during such period, minus Tax Distributions made by Borrower and its Subsidiaries (other than the Excluded Entities) during such period, minus Maintenance Capital Expenditures (other than Maintenance Capital Expenditures of the Excluded Entities) during such period, and the denominator of which is Fixed Charges for such period. Notwithstanding anything set forth above, for (a) the determination dates ending March 31, 2019, June 30, 2019 and September 30, 2019, Maintenance Capital Expenditures in an aggregate amount not to exceed $12,000,000 shall not be deducted from Consolidated EBITDA and (b) the amount of the Term Loan principal payments for the March 1, 2019, June 1, 2019 and September 1, 2019 payment dates shall be deemed to be $2,500,000.
Revolving Credit Aggregate Commitment shall initially mean Eighty Million Dollars ($80,000,000), subject to increases pursuant to Section 2.13 and subject to reduction or termination under Section 2.11 or 9.2 hereof.
Total Leverage Ratio shall mean as of any date of determination, the ratio of (a) Funded Debt of Borrower and its Subsidiaries (other than the Excluded Entities) on such date to (b) the sum of (i) the EBITDA Credit as of such date and (ii) Consolidated EBITDA