PCT 8-K
PureCycle Technologies, Inc. (PCT)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01 Entry into a Material Definitive Agreement.
On October 7, 2020, the Southern Ohio Port Authority (“SOPA”) issued certain revenue Bonds pursuant to an Indenture of Trust dated as of October 1, 2020 (as amended, restated, supplemented or otherwise modified from time to time, the “Indenture”), between SOPA and UMB Bank, N.A., as Trustee (“Trustee”), and loaned the proceeds from their sale to PureCycle: Ohio LLC (“PCO”), an Ohio limited liability company and indirect wholly-owned subsidiary of PureCycle Technologies, Inc. (the “Company”), pursuant to a Loan Agreement dated as of October 1, 2020, between SOPA and PCO (as amended, restated, supplemented or otherwise modified from time to time, the “Loan Agreement”) to be used to, among other things, acquire, construct and equip the Company’s first commercial-scale recycling facility in Lawrence County, Ohio. Capitalized terms used but not defined herein have the meanings ascribed thereto in the Indenture or the Loan Agreement.
On December 26., 2025, SOPA, as Issuer, PCO, PureCycle Technologies LLC, an indirect wholly-owned subsidiary of the Company (the “Guarantor”), PCTO Holdco LLC, a Delaware limited liability company and affiliate of PCO (the pledgor under the Equity Pledge and Security Agreement) and the Trustee entered into the Seventh Supplemental Indenture (the “Seventh Supplemental Indenture”), which amended certain provisions of the Indenture and Loan Agreement. Amendments to the Indenture and Loan Agreement included, in relevant part, amending the definition of “Outside Completion Date” to mean December 31, 2029; and redefining “Majority Holders” to be the Holders of not less than a majority in aggregate principal amount of the Senior Bonds then Outstanding, or, if no Senior Bonds are then Outstanding, the Holders of a majority in aggregate principal amount of Bonds then Outstanding.
The foregoing description of the Seventh Supplemental Indenture is not complete and is qualified in its entirety by reference to the full text of the Seventh Supplemental Indenture, which is attached hereto as Exhibit 10.1.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Set forth below is a list of Exhibits included as part of this Current Report.
Exhibit Number |
Description of Exhibit |
Seventh Supplemental Indenture, dated as of December 26, 2025 |
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The cover page from this Current Report on Form 8-K, formatted as Inline XBRL |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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PureCycle Technologies, Inc. |
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Date: |
December 30, 2025 |
By: |
/s/ Brad Kalter |
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Brad Kalter, General Counsel, Chief Compliance Officer and Corporate Secretary |
EXHIBIT 10.1
SEVENTH SUPPLEMENTAL INDENTURE
This SEVENTH SUPPLEMENTAL INDENTURE, dated as of December 26, 2025 (this “Seventh Supplemental Indenture”), is entered into by and among SOUTHERN OHIO PORT AUTHORITY, a port authority and a body corporate and politic duly organized under the laws of the State of Ohio (the “Issuer”), PURECYCLE: OHIO LLC, a limited liability company organized and existing under the laws of the State of Ohio (the “Company”), PURECYCLE TECHNOLOGIES LLC, a Delaware limited liability company (the “Guarantor”), PCTO HOLDCO LLC, a Delaware limited liability company (the “Pledgor”; and together with the Company and the Guarantor, the “Company Parties”), and UMB BANK, N.A., a national banking association duly organized, existing and authorized to accept and execute trusts of the character herein set out under the laws of the United States and having a corporate trust office in Minneapolis, Minnesota, as trustee (the “Trustee”). All capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Indenture (as defined below).
WITNESSETH:
WHEREAS, the Issuer and the Trustee are party to that certain Indenture of Trust, dated as of October 1, 2020 (as amended, restated, supplemented or otherwise modified from time to time, the “Indenture”), pursuant to which the Issuer has issued its $219,550,000 Exempt Facility Revenue Bonds (PureCycle Project), Tax-Exempt Series 2020A (the “Series 2020A Bonds” or the “Senior Bonds”), its $20,000,000 Subordinate Exempt Facility Revenue Bonds (PureCycle Project), Tax-Exempt Series 2020B (the “Series 2020B Bonds” and, together with the Series 2020A Bonds, the “Tax-Exempt Bonds”), and its $10,000,000 Subordinate Exempt Facility Revenue Bonds (PureCycle Project), Taxable Series 2020C (the “Series 2020C Bonds” and, together with the Series 2020B Bonds, the “Subordinate Bonds” and, the Series 2020C Bonds collectively with the Series 2020A Bonds and Series 2020B Bonds, the “Bonds”);
WHEREAS, the Issuer and the Company are party to that certain Loan Agreement, dated as of October 1, 2020 (as amended, restated, supplemented or otherwise modified from time to time, the “Loan Agreement”), pursuant to which the proceeds derived from the issuance and sale of the Bonds have been loaned to the Company in order to, among other things, assist the Company in financing the acquisition, construction, equipping and installation of a portion of a plastics recycling facility located in Lawrence County, Ohio;
WHEREAS, the Guarantor is party to that certain Amended and Restated Guaranty of Completion, entered into as of May 11, 2021, and effective as of October 7, 2020 (as amended, restated, supplemented or otherwise modified from time to time, the “Guaranty”), pursuant to which the Guarantor has provided a guaranty with respect to the Obligations (as defined in the Guaranty) of the Company on the terms set forth therein, in favor of the Trustee;
WHEREAS, the Pledgor is party to that certain Equity Pledge and Security Agreement, dated as of October 7, 2020 (as amended, restated, supplemented or otherwise modified from time to time, the “Equity Pledge and Security Agreement”), pursuant to which the Pledgor has secured the Company’s obligations under the Financing Documents and Bond Documents by, among other things, pledging the Pledged Interests (as defined in the Equity Pledge and Security Agreement) to the Trustee on the terms set forth therein;
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WHEREAS, pursuant to the terms of that certain Purchase Agreement and Consent, dated as of March 5, 2024, by and among the Company, the Guarantor, and each of the other signatories thereto, the Guarantor purchased (i) all of the Outstanding Subordinate Bonds, and (ii) $216,750,000 in aggregate principal amount of the Outstanding Senior Bonds, with the effect that only $2,800,000 of the Outstanding Senior Bonds were not held by the Guarantor, and the Guarantor comprised the Majority Holders as then defined in the Indenture;
WHEREAS, pursuant to that certain Amended and Restated Bond Purchase Agreement, dated as of May 7, 2024 (the “Amended and Restated Bond Purchase Agreement”), by and between the Guarantor and Pure Plastic LLC, a Delaware limited liability company (“Pure Plastic”), and that certain First Amendment to Amended and Restated Bond Purchase Agreement dated as of May 28, 2024 (the “First Amendment” and together with the Amended and Restated Bond Purchase Agreement, the “Pure Plastic Bond Purchase Agreement”), Pure Plastic purchased Bonds (the “Pure Plastic Purchased Bonds”) in the aggregate principal amount of $94,310,000 from the Guarantor, of which Pure Plastic Purchased Bonds, $64,310,000 in aggregate principal amount comprised Senior Bonds and $30,000,000 in aggregate principal amount comprised Subordinate Bonds;
WHEREAS, pursuant to the Fifth Supplemental Indenture, the definition of “Majority Holders” was amended to read as follows:
““Majority Holders” means (i) so long as any Senior Bonds are Outstanding, the Holders of seventy-five percent (75%) in aggregate principal amount of the Senior Bonds then Outstanding, and (ii) if no Senior Bonds are then Outstanding, the Holders of seventy-five percent (75%) in aggregate principal amount of Bonds then Outstanding”; and
WHEREAS, immediately after the effectiveness of the Fifth Supplemental Indenture, the Guarantor alone no longer constituted Majority Holders; and
WHEREAS, on June 1, 2024, certain Bonds were subject to mandatory sinking fund redemption, including Series 2020A Bonds due December 1, 2025, in the amount of $2,950,000, with the result that Series 2020A Bonds due December 1, 2025 were thereafter Outstanding in the aggregate principal amount of $9,420,000, and the Senior Bonds were then Outstanding in the aggregate principal amount of $216,600,000, of which $149,490,000 were then held by the Guarantor; and
WHEREAS, the Guarantor entered into Bond Purchase Agreements, dated as of August 6, 2024 (collectively, the “August 2024 Bond Purchase Agreement”), with purchasers who were signatories thereto (the “August 2024 Purchasers”), pursuant to which the Guarantor sold Series 2020A Bonds maturing December 1, 2042 (the “Series 2020A (A3) Bonds”) in the aggregate principal amount of $22,500,000 to the August 2024 Purchasers; and
WHEREAS, after the sale of the Series 2020(A3) Bonds to the August 2024 Purchasers, Guarantor held Senior Bonds in the aggregate principal amount of $126,990,000; and
WHEREAS, on December 1, 2024, certain Bonds were subject to mandatory sinking fund redemption, including Series 2020A Bonds due December 1, 2025, in the amount of $3,045,000, with the result that Series 2020A Bonds due December 1, 2025 were thereafter Outstanding in the
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aggregate principal amount of $6,375,000, and the Senior Bonds were then Outstanding in the aggregate principal amount of $213,555,000, of which $123,945,000 were then held by the Guarantor; and
WHEREAS, in 2025, the Guarantor has made additional sales to Qualified Institutional Buyers and Accredited Investors of Series 2020A(A3) Bonds in the aggregate principal amount of $30,435,000; and
WHEREAS, on June 1, 2025 and December 1, 2025, certain Bonds were subject to mandatory sinking fund redemption, including Series 2020A Bonds due December 1, 2025, in the amounts of $3,140,000 and $3,235,000, respectively, with the result that the entire outstanding principal amount of Series 2020A Bonds due December 1, 2025 has been paid; and
WHEREAS, at the date hereof, Senior Bonds are Outstanding in the aggregate principal amount of $207,180,000, of which $87,035,000 are held by the Guarantor; and
WHEREAS, the Company has requested that the Trustee, at the direction of the Majority Holders, consent to amend certain provisions of the Indenture and other Financing Documents as described herein; and
WHEREAS, pursuant to such request, the Majority Holders have agreed to amend certain provisions of the Indenture and other Financing Documents, subject to the terms and conditions set forth herein, and has directed the Trustee to execute this Seventh Supplemental Indenture pursuant to that certain Direction and Indemnity, dated as of December 26, 2025 (the “Seventh Supplement Direction and Indemnity”); and
WHEREAS, at the request of the Company, by passage on May 19, 2025 of a Resolution by its Board of Directors (the “Seventh Supplement Amending Resolution”), the Issuer has approved the substantial form of the Seventh Supplemental Indenture and authorized its execution and delivery;
NOW, THEREFORE, in consideration of the foregoing recitals, mutual agreements contained herein and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
““Seventh Supplemental Indenture” means the Seventh Supplemental Indenture, dated as of December 26, 2025, by and among the Issuer, the Company, the Guarantor, the Pledgor, and the Trustee, as amended, restated, supplemented or otherwise modified from time to time.”
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““Outside Completion Date” means December 31, 2029.”
““Majority Holders” means (i) so long as any Senior Bonds are Outstanding, the Holders of not less than a majority in aggregate principal amount of the Senior Bonds then Outstanding, and (ii) if no Senior Bonds are then Outstanding, the Holders of not less than a majority in aggregate principal amount of Bonds then Outstanding.”
“(a) Except as provided in Section 10.01 hereof, the Holders of not less than a majority in aggregate principal amount of the Outstanding Senior Bonds shall have the right, from time to time, to consent to and approve the execution by the Issuer and the Trustee of such Supplemental Indentures as shall be deemed necessary and desirable by the Issuer for the purpose of modifying, altering, amending, adding to or rescinding any of the terms or provisions contained in this Indenture, any Supplemental Indenture or the Bonds; provided, however, that nothing contained in this Section shall permit:”
(a) The first paragraph of Section 2.4(a) of the Loan Agreement is hereby amended and restated in its entirety to read as follows:
“(a) The Company makes the following financial covenants (the “Financial Covenants”) for as long as any Bonds are outstanding: (i) a Debt Service Coverage Ratio covenant; and (ii) a Days Cash on Hand covenant. In addition, the Company will not make any distributions to its members prior to the first day of the Fiscal Year of the Company beginning January 1, 2030. Thereafter, the Company will only make distributions to its members one time per year after the delivery of Audited Financial Statements of the Guarantor, which may be consolidated with the Audited Financial Statements of PureCycle Technologies, Inc., its parent, and only so long as the provisions of Section 2.4(b)(viii) hereof are satisfied.”
(b) Section 2.4(a)(i)(A) of the Loan Agreement is hereby amended and restated in its entirety to read as follows:
“(A) For each Fiscal Year, commencing with the Fiscal Year ended December 31, 2030, the Company will produce sufficient annual Gross Revenues in order to (I) provide a Senior Debt
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Service Coverage Ratio equal to the Senior Parity Coverage Requirement; and (II) meet the Overall Coverage Requirement, each calculated at the end of each Fiscal Year, based upon the Audited Financial Statements of the Guarantor.”
(c) Section 2.4(a)(i)(E) of the Loan Agreement is hereby amended and restated in its entirety to read as follows:
“(E) If the Company retains and the Independent Consultant confirms that the Company has substantially complied with the recommendations of the Independent Consultant, an Event of Default shall not be deemed to have occurred; provided, however, that, notwithstanding any provision in this Loan Agreement to the contrary, an Event of Default will exist if the Senior Parity Coverage Requirement ratio is less than 115% for any Fiscal Year or if the Overall Coverage Requirement ratio is less than 100% for any Fiscal Year commencing with the Fiscal Year ending December 31, 2030.”
(d) Section 2.4(a)(ii)(A) of the Loan Agreement is hereby amended and restated in its entirety to read as follows:
“(A) The Company will manage its business such that Days Cash on Hand, commencing with the period ending December 31, 2030, will not be less than 60 Days Cash on Hand for such Fiscal Year (the “Days Cash on Hand Requirement”). The Days Cash on Hand will be tested commencing December 31, 2030, and annually each December 31 thereafter based on such Fiscal Year.”
(e) Section 2.4(b)(vi)(C)(II) of the Loan Agreement is hereby amended and restated in its entirety to read as follows:
“(II) Year-End Financials. Within ninety (90) days after the close of each Fiscal Year commencing with the Fiscal Year ending December 31, 2024, (1) the balance sheet of the Guarantor as of the end of such Fiscal Year and the related statements of income, cash flows and changes in financial position for such Fiscal Year, setting forth comparative figures for the preceding Fiscal Year, (2) commencing with the Fiscal Year ending December 31, 2030, the Days Cash on Hand and Debt Service Coverage Ratio of the Guarantor and (3) a report thereon of independent certified public accountants of recognized national standing selected by the Guarantor, shall state that such financial statements fairly present, in all material respects, the financial position of the Guarantor as of the dates indicated and the results of its operations and its cash flows for the periods indicated in conformity with GAAP and that the audit by such accountants may be provided on a consolidated basis with PureCycle Technologies, Inc.;”
(f) Section 2.4(b)(viii) of the Loan Agreement is hereby amended and restated in its entirety to read as follows:
“(viii) Distributions. The Company shall not make any distributions on any of its membership interests, including any license fees or management fees relating to the Project (other than those amounts due to PureCycle Technologies, Inc. pursuant to the Shared Services Agreement), prior to the first day of the Fiscal Year of the Company beginning January 1, 2030. Beginning with the first day of the Fiscal Year of the Company beginning January 1, 2030, the Company shall not make distributions on any of its membership interests, including any license
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fees or management fees relating to the Project (other than those amounts due to PureCycle Technologies, Inc. pursuant to the Shared Services Agreement), unless all of the following are met: (A) (I) the Senior Parity Coverage Requirement, (II) the Overall Coverage Requirement and (III) the Days Cash on Hand Requirement are each satisfied with respect to the Fiscal Year prior to the date on which distributions are to be made; (B) no event has occurred and no condition exists which would constitute an Event of Default under the Bond Documents or the Project Documents or which, with the passage of time or with the giving of notice or both, would become such an Event of Default; (C) the Company has made all the required deposits, if any, to the Senior Bonds Debt Service Reserve Fund, the Subordinate Bonds Debt Service Reserve Fund, and the Repair and Replacement Fund; and (D) there shall remain, following any distribution, no less than 60 Days Cash on Hand. Notwithstanding anything to the contrary herein, contributions from any member of the Company or Affiliate of a member of the Company shall be excluded from any calculations made pursuant to this Section 2.4(b)(viii).”
“(b) Notwithstanding anything to the contrary in the Indenture, the Loan Agreement, the Guaranty, or any other Financing Document or Bond Document, no more than one time in any three month period, the Company and the Guarantor may submit a written request in the form attached as Exhibit A-2 hereto (each, a “Liquidity Reserve Excess Funds Request”) to the Trustee requesting that the Trustee submit a Recipient Direction (as defined in the Liquidity Reserve Escrow Agreement, a “Recipient Direction”) to the Liquidity Reserve Escrow Agent pursuant to the Liquidity Reserve Escrow Agreement directing the Liquidity Reserve Escrow Agent to disburse to the Guarantor an amount comprised of investment earnings and profits relating to the Liquidity Reserve Escrow Fund for the stated period, which amount (the “Liquidity Reserve Return Amount”) shall be those funds in excess of such minimum balance required to be on deposit in the Liquidity Reserve Escrow Fund at the date of the Liquidity Reserve Excess Funds Request pursuant to the terms of the Indenture, the Loan Agreement, the Guaranty and other Financing Documents. The minimum balance then required to be on deposit in the Liquidity Reserve Escrow Fund shall be $50,000,000 (or, if only $25,000,000 is required then to be in the Liquidity Reserve Escrow Fund pursuant to the terms of the Indenture, the Loan Agreement, the Guaranty and other Financing Documents, $25,000,000) less any disbursements made during the stated period pursuant to a Recipient Direction to release amounts in the Liquidity Reserve Escrow Fund to the Guarantor or at the direction of the Guarantor in an amount proportionate to that percentage of aggregate principal amount of Bonds purchased by the Guarantor or an affiliate of the Guarantor (other than Bonds purchased from the Guarantor or an affiliate of the Guarantor) as permitted by “Attachment 1- Standing Disbursement Instructions from Recipient” attached to the Second Amendment to the Liquidity Reserve Escrow Agreement authorized by the Third Supplemental Indenture. The Liquidity Reserve Return Amount shall be calculated by the Company and the Guarantor and included by the Company and the Guarantor in each Liquidity Reserve Excess Funds Request. No later than three (3) Business Days following its receipt of a
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Liquidity Reserve Excess Funds Request and solely in the event that (A) no Default or Event of Default has occurred and is continuing and (B) the required minimum cash amount as calculated in the manner stated above remains in the Liquidity Reserve Escrow Fund after giving effect to the disbursement contemplated by this Section 7(b) (and in each case subject to clause (ii) of the proviso set forth in Section 14 below), the Trustee shall execute and deliver such Recipient Direction requested pursuant to such Liquidity Reserve Excess Funds Request to the Liquidity Reserve Escrow Agent (and the Holders hereby authorize and direct the Trustee to conclusively rely on such Liquidity Reserve Excess Funds Request delivered by the Company and the Guarantor (including, without limitation, the Liquidity Reserve Return Amount set forth therein) and to execute and deliver any such Recipient Direction so requested to the Liquidity Reserve Escrow Agent pursuant to this Section 7(b) without any independent verification thereof). For the avoidance of doubt, this Section 7(b) shall apply only to the Liquidity Reserve Escrow Fund and not to any other account.”
(c ) References to Exhibit A-2 to the Limited Waiver and Second Supplemental Indenture shall hereafter be references to Exhibit A-2 as set forth on Exhibit A to this Seventh Supplemental Indenture. It is noted that Attachment 1 to Exhibit A to the Third Supplemental Indenture, as the same may be amended, restated, supplemented or otherwise modified from time to time, sets forth the Standing Disbursement Instructions From Recipient.
“Section 5. Amendments to the Guaranty. Subject to the satisfaction or waiver of the conditions precedent set forth in Section 9 hereof:
“(b) [Reserved].”
“(c) [Reserved].”
“(d) [Reserved].”
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“Not later than January 31, 2021, the Guarantor shall deposit $50,000,000 (the “Liquidity Reserve Amount”) in a segregated account of the Guarantor to be used by the Trustee to secure Guarantor’s obligations hereunder (the “Liquidity Reserve Escrow Fund”). In the event that the Company or an affiliate of the Company purchases Bonds Outstanding from time to time (other than, for the avoidance of doubt, any Bonds purchased from the Company or an affiliate thereof), a percentage of funds in the Liquidity Reserve Escrow Fund at such time that is proportionate to the aggregate principal amount of Bonds Outstanding being so purchased by the Company or an affiliate thereof may be released at such time; provided, that any such funds so released shall be applied to the payment of a portion of the purchase price of such purchased Bonds. The Liquidity Reserve Escrow Fund shall remain in existence until the conditions in Section 4.11(a) hereof have been met, whereupon the balance in the Liquidity Reserve Escrow Fund shall be returned to the Guarantor.”
“Section 3.11 [Reserved].”
“Guarantor shall be released from its Obligations under Section 3.02(a) hereof upon (A) the completion of all Obligations set forth in Section 3.01 hereof, and (B) the expiration of the twelfth month following the completion of thirty (30) consecutive days of full name plate operations of the Project.”
(h) Section 4.11 of the Guaranty is hereby amended by deleting subsections (b), (c), and (d) thereof and such subsections are amended and restated to read in their entirety as follows:
“(b) [Reserved].”
“(c) [Reserved].”
“(d) [Reserved].”
(i) Section 4.11(e) of the Guaranty is hereby amended by deleting the words “The foregoing provision notwithstanding,”.
(j) Section 4.12 of the Guaranty is hereby amended and restated in its entirety to read as follows:
“Section 4.12 [Reserved].””
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(Signature Pages Follow)
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IN WITNESS WHEREOF, the parties hereto have caused this Seventh Supplemental Indenture to be duly executed and delivered by their duly authorized officers as of the day and year first above written.
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ISSUER: |
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SOUTHERN OHIO PORT AUTHORITY By: /s/ Ryan Brown
COMPANY: PURECYCLE: OHIO LLC By: /s/ Brad Kalter Name: Brad S. Kalter Title: Secretary
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GUARANTOR: PURECYCLE TECHNOLOGIES LLC By: /s/ Brad Kalter Name: Brad S. Kalter Title: Secretary
PLEDGOR: PCTO HOLDCO LLC By: /s/ Brad Kalter Name: Brad S. Kalter Title: Secretary
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[Signature Page to Seventh Supplemental Indenture]
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TRUSTEE: |
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UMB BANK, N.A., as Trustee By: /s/ Michael G. Slade |
[Signature Page to Seventh Supplemental Indenture]
Exhibit A
[comprising]
Exhibit A-2
[to the Limited Waiver and Second Supplemental Indenture]
Form of Liquidity Reserve Excess Funds Request
UMB Bank, N.A., as Trustee
120 South Sixth Street, Suite 1400
Minneapolis, MN 55402
Attention: Michael G. Slade
Email: [email protected]
Reference is made to (i) that certain Indenture of Trust, dated as of October 1, 2020 (as amended, restated, supplemented or otherwise modified from time to time, the “Indenture”), between the Southern Ohio Port Authority (the “Issuer”) and UMB Bank, N.A., as trustee (the “Trustee”), (ii) that certain Loan Agreement, dated as of October 1, 2020 (as amended, restated, supplemented or otherwise modified from time to time, the “Loan Agreement”), between the Issuer and PureCycle: Ohio LLC (the “Company”), (iii) that certain Escrow Agreement, dated as of October 7, 2020 (as amended, restated, supplemented or otherwise modified from time to time, the “Liquidity Reserve Escrow Agreement”), among PureCycle Technologies LLC (the “Guarantor”), the Trustee and U.S. Bank National Association, as escrow agent (the “Liquidity Reserve Escrow Agent”), and (iv) that certain Limited Waiver and Second Supplemental Indenture, dated as of November 8, 2023 (as amended, restated, supplemented or otherwise modified from time to time, the “Limited Waiver and Second Supplemental Indenture”), among the Issuer, the Company, the Guarantor, the Trustee and the other parties thereto. Capitalized terms used but not otherwise defined herein shall have the meanings specified in the Indenture.
Pursuant to Section 7(b) of the Limited Waiver and Second Supplemental Indenture, the Company and the Guarantor hereby request that the Trustee submit a Recipient Direction to the Liquidity Reserve Escrow Agent pursuant to the Liquidity Reserve Escrow Agreement directing the Liquidity Reserve Escrow Agent to disburse to the Guarantor from the Liquidity Reserve Escrow Fund an amount equal to $[__] (the “Liquidity Reserve Return Amount”). The Liquidity Reserve Return Amount has been calculated by the Company and the Guarantor in compliance with Section 7(b) of the Limited Waiver and Second Supplemental Indenture.
Each of the Company and the Guarantor hereby certifies that (i) no Default or Event of Default has occurred and is continuing, (ii) the required minimum cash amount (calculated pursuant to the terms of the Financing Documents) shall remain in the Liquidity Reserve Escrow Fund after giving effect to the release of funds requested hereby and (iii) as of the date hereof, the Company and the Guarantor are not prohibited from accessing funds in the Liquidity Reserve Escrow Fund pursuant to Section 14 of the Limited Waiver and Second Supplemental Indenture.
Date: [ ], 20[ ]
A-1
PURECYCLE: OHIO LLC
By:
Name:
Title:
PURECYCLE TECHNOLOGIES LLC
By:
Name:
Title:
A-2