Fifth Amendment to Credit Agreement, dated March 29, 2024, by and among Quest Resource Holding Corporation, Quest Resource Management Group, LLC and each of its Affiliates that are or may from time to time become parties thereto, the financial institutions that are or may from time to time become parties thereto, and Monroe Capital Management Advisors, LLC, as administrative agent for the lenders

FIFTH AMENDMENT TO CREDIT AGREEMENT

This Fifth Amendment to Credit Agreement (this “Amendment”) is made this 29th day of March, 2024, among QUEST RESOURCE HOLDING CORPORATION, a Nevada corporation (“Holdings”); QUEST RESOURCE MANAGEMENT GROUP, LLC, a Delaware limited liability company (the “Company”); each of the Affiliates of the Company that are parties hereto (together with the Company, the “Borrowers”); the Lenders party hereto and MONROE CAPITAL MANAGEMENT ADVISORS, LLC, its successors and permitted assigns, as Administrative Agent on behalf of the Lenders (the “Administrative Agent”).

BACKGROUND

A.       On October 19, 2020, Holdings, the Borrowers, the Lenders and Administrative Agent entered into that certain Credit Agreement (as amended by that certain First Amendment to Credit Agreement, dated as of September 3, 2021, as further amended by that certain Second Amendment to Credit Agreement, dated as of December 1, 2021, as further amended by that certain Third Amendment to Credit Agreement, dated as of December 7, 2021, as further amended by that certain Letter Agreement, dated as of August 9, 2022, as further amended by that certain Fourth Amendment to Credit Agreement, dated as of December 2, 2022, and as may be further amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) to reflect certain financing arrangements between the parties thereto. The Credit Agreement, as in effect immediately prior to the date hereof, and all other Loan Documents executed in connection therewith prior to the date hereof are collectively referred to as the “Existing Financing Agreements”. Capitalized terms used herein but not otherwise defined herein shall have the meanings attributed thereto in the Credit Agreement, as amended by this Amendment.

B.       Borrowers have requested that the Lenders modify certain provisions of the Credit Agreement hereafter set forth, and, subject to the terms and conditions of this Amendment, the Lenders are willing to do so.

NOW THEREFORE, with the foregoing background hereinafter deemed incorporated by reference herein and made a part hereof, the parties hereto, intending to be legally bound, promise and agree as follows:

1. Amendment to Credit Agreement.

(a)           Section 1.1 of the Credit Agreement is hereby amended by replacing the definitions of “ABL Loan Agreement” and “Termination Date” in their entirety with the following, respectively:

“ABL Loan Agreement” means that certain Loan, Security and Guaranty Agreement, dated August 5, 2020 (as amended by that certain Joinder and First Amendment to Loan, Security and Guaranty Agreement, dated as of October 19, 2020 (the “ABL Loan Agreement Amendment”), as amended by that certain Joinder and Second Amendment to Loan, Security and Guaranty Agreement, dated as of December 7, 2021, as amended by that certain Third Amendment to Loan, Security and Guaranty Agreement, dated as of the Fourth Amendment Effective Date, as amended by that certain Fourth Amendment to Loan, Security and Guaranty Agreement, dated as of March 29, 2024, and as further amended, restated, supplemented or modified as permitted by the ABL Intercreditor Agreement) by and among the Company and Landfill Diversion Innovations, L.L.C., as borrowers, and PNC BANK, NATIONAL ASSOCIATION (successor to BBVA USA), as a lender and as administrative agent and collateral agent for any other lenders party thereto from time to time.

“Termination Date” means the earlier to occur of (a) October 19, 2026, or (b) any other date on which the Commitments terminate pursuant to Section 6 or Section 13.

2.       Representations and Warranties. Each Loan Party hereby:

(a)       reaffirms all representations and warranties made to Administrative Agent and Lenders under the Credit Agreement and all of the other Existing Financing Agreements and represents and warrants that after giving effect to this Amendment all such representations and warranties are true and correct in all material respects on and as of the date hereof (except to the extent any such representations and warranties specifically relate to a specific earlier date, in which case such representations and warranties shall have been true and correct in all material respects on and as of such specific earlier date);

(b)       reaffirms all covenants contained in the Credit Agreement (as amended hereby) and all of the other Existing Financing Agreements and, unless the Required Lenders shall consent otherwise in writing, covenants to comply with all such covenants until Payment in Full; and

(c)       represents and warrants that:

(i)       after giving effect to this Amendment, no Default or Event of Default has occurred and is continuing under the Credit Agreement or any of the other Existing Financing Agreements or would result from this Amendment;

(ii)      such Loan Party has all requisite organizational power and authority to execute and deliver, and to perform all of its obligations under, this Amendment;

(iii)    the execution, delivery and performance by such Loan Party of this Amendment does not and will not (i) require any consent or approval of any governmental agency or authority (other than any consent or approval that has been obtained and is in full force and effect); (ii) conflict with (A) any provision of law, (B) the organizational documents or governing documents of any Loan Party, or (C) any agreement, indenture, instrument, or other document, or any judgment, order, or decree, that is binding upon any Loan Party or any of their respective properties; or (iii) require, or result in, the creation or imposition of any Lien on any asset of any Loan Party (other than Liens in favor of Administrative Agent created pursuant to the Collateral Documents); and

(iv)     this Amendment constitutes the legal, valid and binding obligation of such Loan Party, enforceable against such Loan Party in accordance with its terms, subject to bankruptcy, insolvency, and similar laws affecting the enforceability of creditors’ rights generally and to general principles of equity.

3. Conditions Precedent/Effectiveness Conditions. Notwithstanding any other provision of this Amendment, it is understood and agreed that this Amendment shall not become effective, and the Loan Parties shall have no rights under this Amendment, until the following conditions have been satisfied, in each case, in form and substance reasonably satisfactory to Administrative Agent:

(a) Administrative Agent shall have received counterparts of this Amendment, duly executed and delivered by Holdings, each Borrower, each of the other Loan Parties, each of the Lenders and Administrative Agent;

(b) Administrative Agent shall have received a fully executed copy of that certain Fourth Amendment to Loan, Security and Guaranty Agreement, dated as of the date hereof, by and among the ABL Agent, the ABL Lenders party thereto, and the Loan Parties;

(c) Administrative Agent shall have received a fully executed copy of that certain Second Amendment to Intercreditor Agreement, dated as of the date hereof, by and between ABL Agent and Administrative Agent, in form and substance satisfactory to the Administrative Agent;

(d) Administrative Agent shall have received a fully executed copy of that certain Trademark Security Agreement, dated as of the date hereof, by and between the Company and Administrative Agent, in form and substance satisfactory to the Administrative Agent;

(e) Administrative Agent shall have received a fully executed copy of that certain Patent Security Agreement, dated as of the date hereof, by and between the Company and Administrative Agent, in form and substance satisfactory to the Administrative Agent;

(f) all representations and warranties contained in Section 2 above shall be true and correct in all respects;

(g) Administrative Agent shall have received opinions of counsel for each Loan Party, including local counsel reasonably requested by Administrative Agent, each duly executed and dated as of the date hereof, in form and substance satisfactory to Administrative Agent;

(h) Administrative Agent shall have received the following, for each Loan Party, each in form and substance satisfactory to Administrative Agent: (i) that Person’s charter (or similar formation document), certified by the appropriate governmental authority; (ii) good standing certificates in that Person’s state of incorporation (or formation) and in each other state in which that Person is qualified to do business if reasonably requested by Administrative Agent; (iii) that Person’s bylaws (or similar governing document); (iv) resolutions of its board of directors (or similar governing body) approving and authorizing that Person’s execution, delivery, and performance of the this Amendment and the other Loan Documents to which it is party and the transactions contemplated hereby; and (v) signature and incumbency certificates of that Person’s officers and/or managers executing this Amendment and any of the other Loan Documents (which certificates Administrative Agent and each Lender may conclusively rely on until formally advised by a like certificate of any changes in any such certificate), all certified by its secretary or an assistant secretary (or similar officer) as being in full force and effect as of the date hereof without modification.

(i) Administrative Agent shall have received an updated Collateral and Diligence Questionnaire completed and executed by each Loan Party, in form and substance satisfactory to Administrative Agent;

(j) Administrative Agent shall have received, to the extent requested at least five (5) Business Days prior to the date hereof, all documentation and other information required by regulatory authorities concerning Borrowers and Holdings under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the PATRIOT Act;

(k) Administrative Agent shall have received such other documents, certificates or materials reasonably requested by Administrative Agent;

(l) Administrative Agent shall have received the Amendment Fee (as defined in Section 4 below); and

(m) all fees and reasonable and documented costs and expenses of Administrative Agent and each Lender (including, without limitation, all Attorney Costs of the Administrative Agent and Lenders) incurred in connection with the preparation, negotiation and execution of this Amendment and the documents provided for herein or related hereto, in each case, for which invoices have been presented to Borrowers prior to the date hereof, shall have been paid.

4. Amendment Fee. Borrowers agree to pay to the Administrative Agent an amendment fee (the “Amendment Fee”), in an amount equal to one half of one percent (0.50%) of the aggregate outstanding principal balance of the Loans and unfunded Commitments under the Credit Agreement as of the date hereof, which fee shall be fully earned, due and payable on the date hereof, paid in immediately available funds, and non-refundable when paid, and such fee shall be in addition to any other fees, costs and expenses payable pursuant to the Loan Documents. In its sole discretion, the Administrative Agent may allocate all or any portion of the Amendment Fee to its Affiliates and/or to other Lenders.

5. Post-Closing Actions. No later than 30 days following the date of this Amendment (or such other time as the Administrative Agent may determine in its sole discretion), the Loan Parties shall deliver to the Administrative Agent the Control Agreements required pursuant to Section 10.11 of the Credit Agreement.

6. Further Assurances. Each Loan Party hereby agrees to take all such actions and to execute and/or deliver to Administrative Agent and Lenders all such documents, assignments, financing statements and other documents, as Administrative Agent and Lenders may reasonably require from time to time, to effectuate and implement the purposes of this Amendment.

7. Payment of Expenses. Borrowers shall pay or reimburse, promptly following written demand, Administrative Agent and each Lender for its reasonable and documented costs and expenses (including, without limitation, reasonable attorneys’ fees and expenses) incurred in connection with the preparation, negotiation and execution of this Amendment and the documents provided for herein or related hereto. For the avoidance of doubt, the terms of Section 15.5 of the Credit Agreement are hereby incorporated herein mutatis mutandis.

8. Reaffirmation of Loan Documents; No Novation. Each Loan Party, as debtor, grantor, pledgor, guarantor, assignor, or in other any other similar capacity in which such Loan Party grants liens or security interests in its property or otherwise acts as accommodation party or guarantor, as the case may be, hereby (i) ratifies and reaffirms all of its payment and performance obligations, contingent or otherwise, under each of the Loan Documents to which it is a party (after giving effect hereto) and (ii) to the extent such Loan Party granted liens on or security interests in any of its property pursuant to any such Loan Document as security for or otherwise guaranteed any Obligations, ratifies and reaffirms such guarantee and grant of security interests and liens and confirms and agrees that such security interests and liens hereafter secure all of the Obligations as amended hereby. Each Loan Party hereby consents to this Amendment and acknowledges that each of the Loan Documents remains in full force and effect and is hereby ratified and reaffirmed. The execution of this Amendment shall not serve to effect a novation of any of the Loans or other Obligations.

9. No Modification. Except as expressly set forth herein, nothing contained in this Amendment shall be deemed to constitute a waiver of compliance with any term or condition contained in the Credit Agreement or any other Loan Documents or constitute a course of conduct or dealing among the parties. Except as expressly stated herein, Administrative Agent and Lenders reserve all rights, privileges and remedies under the Loan Documents. Except as amended or consented to hereby, the Credit Agreement and other Loan Documents remain unmodified and in full force and effect. All references in the Loan Documents to the Credit Agreement shall be deemed to be references to the Credit Agreement as modified hereby.

10. Release of Claims. In consideration of the Lenders’ and Administrative Agent’s agreements contained in this Amendment, each Loan Party hereby irrevocably releases and forever discharges the Lenders and Administrative Agent and their affiliates, subsidiaries, successors, assigns, directors, officers, employees, agents, consultants and attorneys (each, a “Released Person”) of and from any and all claims, suits, actions, investigations, proceedings or demands (including any so-called “lender liability” claims or defenses), whether based in contract, tort, implied or express warranty, strict liability, criminal or civil statute or common law of any kind or character, known or unknown, which such Loan Party ever had or now has against Administrative Agent, any Lender or any other Released Person which relates, directly or indirectly, to any acts or omissions of Administrative Agent, any Lender or any other Released Person relating to the Credit Agreement or any other Loan Document on or prior to the date hereof.

11. Miscellaneous.

(a)  Headings. The headings of any paragraph of this Amendment are for convenience only and shall not be used to interpret any provision hereof.

(b) Modifications. No modification hereof or of any agreement referred to herein shall be binding or enforceable unless in writing and signed on behalf of the party against whom enforcement is sought.

(c) Governing Law; Loan Document. This Amendment is a contract made under and governed by the internal laws of the State of New York applicable to contracts made and to be performed entirely within that state, without regard to conflict-of-laws principles. This Amendment is a Loan Document and is subject to and has the benefit of all the provisions in the Credit Agreement applicable to Loan Documents.

(d) Counterparts. This Amendment may be executed in any number of and by different parties hereto on separate counterparts, all of which, when so executed, shall be deemed an original, but all such counterparts shall constitute one and the same agreement. Any signature delivered by a party by facsimile, pdf or electronic transmission shall be deemed to be an original signature hereto. Electronic records of this Amendment maintained by the Administrative Agent or the Lenders will be deemed to be originals.

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IN WITNESS WHEREOF, the parties have caused this Amendment to be executed and delivered by their duly authorized officers as of the date first above written.

[Signature Page to Fifth Amendment to Credit Agreement

[Signature Page to Fifth Amendment to Credit Agreement]

[Signature Page to Fifth Amendment to Credit Agreement]

[Signature Page to Fifth Amendment to Credit Agreement]

[Signature Page to Fifth Amendment to Credit Agreement]

[Signature Page to Fifth Amendment to Credit Agreement]