Exhibit 10.2
PURE PLASTIC LLC
May 10, 2024
PureCycle Technologies, Inc.
5950 Hazeltine Drive Suite 300
Orlando, FL 32822
Attention: Brad Kalter, General Counsel
Email: bkalter@purecycle.com
Re: Payoff and Release Letter
Reference is hereby made to the Credit Agreement dated as of May 8, 2023 (as amended, restated, supplemented or otherwise modified prior to the date hereof, the “Credit Agreement”) by and among PURECYCLE TECHNOLOGIES, INC., a Delaware Corporation (the “Borrower”), PURECYCLE TECHNOLOGIES HOLDINGS CORP., a Delaware Corporation (“Holdings”), PURE CYCLE TECHNOLOGIES, LLC, a Delaware limited liability company (“PureCycle LLC” and, together with Holdings, collectively, the “Guarantors”), the Lenders party thereto and PURE PLASTIC LLC, a Delaware limited liability company (“Pure Plastic”), as the Administrative Agent for the Lenders thereunder (in such capacity, the “Administrative Agent”) and Security Agent for the Secured Parties thereunder (in such capacity, the “Security Agent” and, together with the Administrative Agent, collectively, the “Agents”). Capitalized terms used and not otherwise defined herein shall have the same meanings as specified in the Credit Agreement.
Reference is further hereby made to the Amended and Restated Bond Purchase Agreement dated as of May 7, 2024 (the “Bond Purchase Agreement”) by and between PureCycle LLC and Pure Plastic, pursuant to which, among other things, PureCycle LLC intends to sell to Pure Plastic certain Ironton Bonds (collectively, the “Purchased Bonds”), subject to the terms and conditions set forth therein.
In connection with the consummation of the transactions contemplated under the Bond Purchase Agreement, the Administrative Agent has been informed that on the Scheduled Payment Date (as defined below) the Borrower intends to pay and satisfy in full all of the Obligations, indebtedness and liabilities owing by the Loan Parties to the Secured Parties under and in respect of, and otherwise in accordance with, the Credit Agreement and the other Loan Documents (collectively, the “Obligations”).
Description | $ Amount |
|
|
Outstanding Principal plus Accrued but Unpaid Interest | $45,450,538 |
Prepayment Premium | $4,800,000 |
Legal Fees and Expenses | $95,000 |
Payoff Amount | $50,345,538 |
If the Payoff Date (as defined below) does not occur until after 12:00 noon (Eastern Time) on the Scheduled Payoff Date, the Payoff Amount shall be increased by $16,172 (the “Per Diem Amount”) on a daily basis
until the Payoff Date. This Letter shall terminate and be of no force or effect if the Payoff Date does not occur by 5:00 p.m. (Eastern Time) on May 15, 2024. Nothing in this Letter, including the inclusion of the Per Diem Amount, shall be construed as an amendment to Section 2.07 of the Credit Agreement, which provides that all accrued and unpaid Obligations are due and payable on the Termination Date.
Name of Bank: | XXXXXXXX |
ABA No.: | XXXXXXXX |
Account Name: | XXXXXXXX |
Account No.: | XXXXXXXX |
Reference: | XXXXXXXX |
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Very truly yours,
PURE PLASTIC LLC, as Administrative Agent
By:/s/ Daniel Gibson
Name: Daniel Gibson
Title: Member
PURE PLASTIC LLC, as Security Agent
By:/s/ Daniel Gibson
Name: Daniel Gibson
Title: Member
PURE PLASTIC LLC, as sole Lender
By:/s/ Daniel Gibson
Name: Daniel Gibson
Title: Member
[Signature Page to Payoff Letter (Pure Plastic Credit Agreement)]
AGREED TO AND ACCEPTED
AS OF THE DATE HEREOF:
BORROWER:
PURECYCLE TECHNOLOGIES, iNC.
By:/s/ Dustin Olson
Name: Dustin Olson
Title: Chief Executive Officer
GUARANTORS:
PURECYCLE TECHNOLOGIES HOLDINGS CORP.
By:/s/ Dustin Olson
Name: Dustin Olson
Title: Chief Executive Officer
PURECYCLE TECHNOLOGIES, LLC
By:/s/ Duston Olson
Name: Dustin Olson
Title: Chief Executive Officer
[Signature Page to Payoff Letter (Pure Plastic Credit Agreement)]