AMENDMENT NO. 1 TO THE
AMENDED AND RESTATED NOTE PURCHASE AGREEMENT
THIS AMENDMENT NO. 1 dated as of April 28, 2024 (this “Amendment”) to the Amended and Restated Note Purchase Agreement dated as of January 18, 2024 (as heretofore amended, restated, amended and restated, modified or supplemented from time to time, the “Note Purchase Agreement”) is entered into by and among 5E Advanced Materials, Inc., a Delaware corporation with offices located at 9329 Mariposa Road, Suite 210, Hesperia, CA, 92344 (“Issuer”), Alter Domus (US) LLC (“Collateral Agent”), and the Purchasers signatory hereto.
WHEREAS, the parties hereto desire to amend the Note Purchase Agreement as set forth herein; and
WHEREAS, the undersigned Purchasers constitute the Required Purchasers.
NOW THEREFORE, to induce the undersigned Purchasers to enter into this Amendment in consideration of the foregoing and the mutual covenants herein contained, and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto agree as follows:
“7.14 Financial Covenant. From and after December 31, 2024, permit, at any time, Unrestricted Cash to be less than Seven Million Five Hundred Thousand Dollars ($7,500,000).”
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(b) The Issuer for itself and on behalf of each Guarantor hereby ratifies and reaffirms the validity and enforceability of (i) the Liens and security interests granted by the Issuer and each Guarantor to the Collateral Agent for the benefit of the Purchasers to secure the Obligations pursuant to the Note Documents and (ii) the obligations of the Issuer and each Guarantor as Guarantor under the Note Purchase Agreement and the other Note Documents, and hereby confirms and agrees that, notwithstanding the effectiveness of this Amendment, each such Note Document is, and shall continue to be, in full force and effect and each is hereby ratified and confirmed in all respects.
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(Signature pages follow)
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The parties have caused this Amendment to be duly executed and delivered by their proper and duly authorized officers as of the date and year first written above.
ISSUER:
5E ADVANCED MATERIALS, INC. | |
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By: | /s/ Paul Weibel |
Name: | Paul Weibel |
Title: | Chief Financial Officer |
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COLLATERAL AGENT:
ALTER DOMUS (US) LLC | |
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By: | /s/ Pinju Chiu |
Name: | Pinju Chiu |
Title: | Associate Counsel |
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PURCHASER:
BEP SPECIAL SITUATIONS IV LLC | |
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By: | /s/ Jonathan Siegler |
Name: | Jonathan Siegler |
Title: | Managing Director and Chief Financial Officer |
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PURCHASER:
ASCEND GLOBAL INVESTMENT FUND SPC FOR AND ON BEHALF OF STRATEGIC SP | |
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By: | /s/ Mulyadi Tjandra |
Name: | Mulyadi Tjandra |
Title: | Director |
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PURCHASER:
MERIDIAN INVESTMENTS CORPORATION | |
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By: | /s/ Mulyadi Tjandra |
Name: | Mulyadi Tjandra |
Title: | Director |
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