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Exhibit 10.1
Execution Version
XPLR INFRASTRUCTURE OPERATING PARTNERS, LP
XPLR INFRASTRUCTURE US PARTNERS HOLDINGS, LLC
700 Universe Boulevard
Juno Beach, Florida 33408
THIRD LETTER AMENDMENT AGREEMENT TO CREDIT AGREEMENT AND AMENDMENT TO SECURITY AGREEMENT
Dated as of June 13, 2025
Bank of America, N.A.
as Administrative Agent and Collateral Agent,
under the Credit Agreement (as defined below)
Re: (i) Second Amended and Restated Revolving Credit Agreement, dated as of May 27, 2022, among XPLR Infrastructure US Partners Holdings, LLC, formerly known as NextEra Energy US Partners Holdings, LLC (the “Borrower”), XPLR Infrastructure Operating Partners, LP, formerly known as NextEra Energy Operating Partners, LP, as Guarantor (“XPLR OpCo” and, together with the Borrower, the “Loan Parties”), the lenders parties thereto, Bank of America, N.A., as Administrative Agent and as Collateral Agent (the “Agent”) (as amended, restated, supplemented or modified from time to time, the “Credit Agreement”) and (ii) Second Amended and Restated Security Agreement, dated as of May 27, 2022, by and among XPLR OpCo and the Borrower to Agent for the Secured Parties (as amended, restated, supplemented or modified from time to time, the “Security Agreement”).
To Whom It May Concern:
This Third Letter Amendment Agreement to Credit Agreement and Amendment to Security Agreement (this “Amendment”) confirms that the Loan Parties, Agents and the Lenders have agreed to amend the Credit Agreement and the Security Agreement as hereinafter specified. Any capitalized terms appearing but not otherwise defined in this Amendment shall have the meanings specified for those terms in the Credit Agreement.
A. Amendments to the Credit Agreement.
(a) Section 1.01 of the Credit Agreement is hereby amended to amend the following defined term, which shall read in its entirety as follows:
“Covenant Cash” means, without duplication, (a) internally generated cash and Cash Equivalents distributed by the Project Companies and the Borrower, directly or indirectly, to OpCo or the Borrower, as applicable, in respect of the Equity Interests of the Project Companies and the Borrower owned, directly or indirectly, by OpCo (other than dividends or other distributions that are funded, directly or indirectly, with substantially concurrent cash Investments, or cash Investments that were not used by a
Project Company or the Borrower for capital expenditures or for operational purposes, by OpCo or any of its Subsidiaries in a Project Company or the Borrower), excluding (i) the proceeds of any extraordinary receipts, including cash payments or proceeds received (A) from any Disposition by OpCo or any of its Subsidiaries, (B) under any casualty insurance policy in respect of a covered loss thereunder or (C) as a result of the taking of any assets of OpCo or any of its Subsidiaries by any Person pursuant to the power of eminent domain, condemnation or otherwise, or pursuant to a sale of any such assets to a purchaser with such power under threat of such a taking and (ii) any cash that is derived from (A) cash grants and similar items to the Project Companies and the Borrower, (B) any incurrence of Funded Debt by the Project Companies and the Borrower, (C) any issuance of Equity Interests by the Project Companies and the Borrower or (D) any capital contribution to the Project Companies and the Borrower, and (b) cash proceeds of tax or similar credits (including by sale or other transfer of tax credits) generated by the Projects, regardless of the Person to which such proceeds are initially paid, so long as such proceeds are ultimately received (in the relevant Measurement Period) by OpCo or the Borrower, as applicable and do not constitute Excluded Credit Sale Proceeds at the time of determination.
(b) Section 1.01 of the Credit Agreement is hereby amended to add the following new defined term in proper alphabetical order:
“Excluded Credit Sale Proceeds” shall mean the proceeds of any sale of tax or similar credits (generated by any Project or Projects) that OpCo or the Borrower is required to contribute to, or directly or indirectly transfer to, a Project Company or Project Company HoldCo (or any Subsidiary thereof) or any lender or agent thereof, pursuant to an agreement entered into in connection with Project-Level Indebtedness or Backleverage Indebtedness incurred in respect of Projects directly or indirectly owned, in whole or in part, by such Project Company or Project Company HoldCo. For the avoidance of doubt, no part of any distribution by any Project Company or Project Company HoldCo, directly or indirectly, to OpCo or Borrower, shall be deemed to be Excluded Credit Sale Proceeds.
(c) Section 6.16 of the Credit Agreement is hereby amended to delete the word “and” at the end of paragraph (h) thereof, insert the following new paragraph (i) thereto, and renumber the existing paragraph (i) as paragraph (j):
(i) to the extent constituting Investments, (i) agreements by any Loan Party with or for the benefit of a Project Company or Project Company HoldCo or any lender or agent thereof, in connection with Project-Level Indebtedness or Backleverage Indebtedness, to contribute or otherwise transfer Excluded Credit Sale Proceeds to a Project Company or Project Company HoldCo (or any Subsidiary thereof), and (ii) any contributions and transfers of Excluded Credit Sale Proceeds pursuant to such agreements; and
B. Amendments to the Security Agreement.
(a) The last paragraph in Section 1 (Grant of Security) of the Security Agreement is hereby amended in its entirety as follows:
provided, however, that in no event shall the Collateral include all or any portion of either Grantor’s interest in any property consisting of (i) a Person that is a CFC, (ii) any CFC, (iii) a Subsidiary that is held directly or indirectly by a CFC or a Project Company or is to become a Project Company, (iv) a Project Company, or (v) Excluded Credit Sale Proceeds, any tax or similar credit related thereto and all proceeds thereof (all of the foregoing being “Excluded Property”).
C. Bring-down of Representations. The Borrower hereby certifies that, as of the date hereof, after giving effect to this Amendment, (i) each of the representations and warranties contained in the Credit Agreement, the other Loan Documents or in any document or instrument delivered pursuant to or in connection with the Credit Agreement are true and correct in all material respects, with the same effect as if made on the date hereof (except to the extent that such representations and warranties expressly relate to an earlier date, in which case such representations and warranties were true and correct as of such earlier date); provided that to the extent that any representation or warranty is qualified by materiality, “Material Adverse Effect” or similar qualifier, it shall be true and correct in all respects; and (ii) there exists no Default.
D. Effect on Original Terms. Each of the Loan Parties, the Agent and the Lenders hereby acknowledge and agree that, except as expressly set forth in this Amendment, all terms of the Credit Agreement and Security Agreement shall remain unmodified and shall continue in full force and effect from and as of the date hereof. The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any Lender or the Agent under any of the Loan Documents, nor, except as expressly provided herein, constitute a waiver or amendment of any provision of any of the Loan Documents.
E. Amendment Effective Date. This Amendment shall become effective as of the date hereof (provided, that each of the Loan Parties, the Agent and the Majority Lenders have executed and delivered this Amendment on or prior to such date. On and after the effectiveness of this Amendment, each reference in the Credit Agreement and Security Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import referring to the Credit Agreement shall mean and be a reference to the Credit Agreement and Security Agreement, as applicable, as amended by this Amendment. This Amendment shall be deemed to constitute a Loan Document.
F. Execution and Delivery. This Amendment may be executed in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Amendment by emailed .pdf file or other electronic means shall be effective as delivery of a manually-executed counterpart signature page.
G. Headings. The division into sections and other subdivisions of this Amendment and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of this Amendment. Words in the singular include the plural and vice versa and words in one gender include all genders.
H. Governing Law. This Amendment shall be governed by, and construed in accordance with, the laws of the State of New York.
[Signatures appear on following pages]
By signing this Amendment where indicated below, each of the Loan Parties, the Lenders and Agent is confirming its acceptance of the terms of this Amendment to the Credit Agreement as set forth above.
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| | XPLR INFRASTRUCTURE OPERATING PARTNERS, |
| | LP, formerly known as NextEra Energy Operating Partners, |
| | LP, as Guarantor |
| | |
| | | By: | XPLR Infrastructure Operating Partners |
| | | | GP, LLC, its General Partner |
| | |
| | | By: | ROBERT GORDON |
| | | | Name: Robert Gordon |
| | | | Title: Treasurer |
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| | |
| | XPLR INFRASTRUCTURE US PARTNERS |
| | HOLDINGS, LLC, formerly known as NextEra Energy |
| | US Partners Holdings, LLC, as Borrower |
| | |
| | | By: | ROBERT GORDON |
| | | | Name: Robert Gordon |
| | | | Title: Treasurer |
[Signature Page to XPLR Third Letter Amendment Agreement]
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| | BANK OF AMERICA, N.A., as the Agent |
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| | By: | DEWAYNE D. ROSSE |
| | | Name: DeWayne D. Rosse |
| | | Title: Assistant Vice President |
[Signature Page to XPLR Third Letter Amendment Agreement]
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| Consent to the foregoing Amendment: | |
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| Bank of Montreal | |
| Type or Print Name of Lender | |
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| By: | ALEX WU | |
| Name: Alex Wu | |
| Title: Director | |
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| By: | | |
| Name: | |
| Title: | |
[Signature Page to XPLR Third Letter Amendment Agreement]
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| Consent to the foregoing Amendment: | |
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| BARCLAYS BANK PLC | |
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| By: | CHARLES GOETZ | |
| Name: Charles Goetz | |
| Title: Vice Director | |
[Signature Page to XPLR Third Letter Amendment Agreement]
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| Consent to the foregoing Amendment: | |
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| BNP PARIBAS | |
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| By: | FRANCIS DELANEY | |
| Name: Francis Delaney | |
| Title: Managing Director | |
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| By: | VICTOR PADILLA | |
| Name: Victor Padilla | |
| Title: Director | |
[Signature Page to XPLR Third Letter Amendment Agreement]
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| Consent to the foregoing Amendment: | |
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| Citibank N.A. | |
| Type or Print Name of Lender | |
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| By: | AGHA MURTAZA | |
| Name: Agha Murtaza | |
| Title: Managing Director | |
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| By: | | |
[Signature Page to XPLR Third Letter Amendment Agreement]
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| Consent to the foregoing Amendment: | |
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| CREDIT AGRICOLE CORPORATE AND | |
| INVESTMENT BANK, as a lender | |
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| By: | ANDREW SIDFORD | |
| Name: Andrew Sidford | |
| Title: Managing Director | |
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| By: | GORDON YIP | |
| Name: Gordon Yip | |
| Title: Director | |
[Signature Page to XPLR Third Letter Amendment Agreement]
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| Consent to the foregoing Amendment: | |
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| FIFTH THIRD BANK, NATIONAL ASSOCIATION, |
| as Lender | |
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| |
| By: | JONATHAN LEE | |
| Name: Jonathan Lee | |
| Title: Managing Director | |
[Signature Page to XPLR Third Letter Amendment Agreement]
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| Consent to the foregoing Amendment: | |
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| Goldman Sachs Bank USA | |
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| By: | PRIYANKUSH GOSWAMI | |
| Name: Priyankush Goswami | |
| Title: Authorized Signatory | |
[Signature Page to XPLR Third Letter Amendment Agreement]
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| Consent to the foregoing Amendment: | |
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| HSBC Bank USA, N.A., as a Lender, | |
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| By: | JESSICA SMITH | |
| Jessica Smith | |
| Director | |
[Signature Page to XPLR Third Letter Amendment Agreement]
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| Consent to the foregoing Amendment: | |
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| JPMORGAN CHASE BANK, N.A. | |
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| By: | SANTIAGO GASCON | |
| Name: Santiago Gascon | |
| Title: Vice President | |
[Signature Page to XPLR Third Letter Amendment Agreement]
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| Consent to the foregoing Amendment: | |
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| KEYBANK NATIONAL ASSOCIATION | |
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| By: | JOHN R. MCCARTHY | |
| Name: John R. McCarthy | |
| Title: Vice President | |
[Signature Page to XPLR Third Letter Amendment Agreement]
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| Consent to the foregoing Amendment: | |
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MIZUHO BANK, LTD., as a Lender | |
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| By: | EDWARD SACKS | |
| Name: Edward Sacks | |
| Title: Managing Director | |
[Signature Page to XPLR Third Letter Amendment Agreement]
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| MORGAN STANLEY BANK, N.A., as a Lender |
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| | | Signed by: |
| By: | TAYLOR TRIPUCKA |
| | | 55DC45B2F7BD40B |
| |
| | Name: Taylor Tripucka |
| | Title: Authorized Signatory |
SIGNATURE PAGE:
THIRD LETTER AMENDMENT AGREEMENT TO CREDIT AGREEMENT AND AMENDMENT TO
SECURITY AGREEMENT
XPLR Infrastructure Operating Partners, LP
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| Consent to the foregoing Amendment: | |
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| MUFG Bank, Ltd. | |
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| By: | CHRISTOPHER HUDNUT | |
| Name: Christopher Hudnut | |
| Title: Director | |
[Signature Page to XPLR Third Letter Amendment Agreement]
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| Consent to the foregoing Amendment: | |
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| Regions Bank | |
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| By: | TEDRICK TARVER | |
| Name: Tedrick Tarver | |
| Title: Director | |
[Signature Page to XPLR Third Letter Amendment Agreement]
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| Consent to the foregoing Amendment: | |
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| ROYAL BANK OF CANADA | |
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| By: | MEG DONNELLY | |
| Name: Meg Donnelly | |
| Title: Authorized Signatory | |
[Signature Page to XPLR Third Letter Amendment Agreement]
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| Consent to the foregoing Amendment: | |
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| SOCIETE GENERALE | |
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| By: | RICHARD BERNAL | |
| Name: Richard Bernal | |
| Title: Managing Director | |
[Signature Page to XPLR Third Letter Amendment Agreement]
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| Consent to the foregoing Amendment: | |
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Sumitomo Mitsui Banking Corporation, as Lender |
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| By: | ALKESH NANAVATY | |
| Name: Alkesh Nanavaty | |
| Title: Executive Director | |
[Signature Page to XPLR Third Letter Amendment Agreement]
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| Consent to the foregoing Amendment: | |
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| TRUIST BANK | |
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| By: | CATHERINE STRICKLAND | |
| Name: Catherine Strickland | |
| Title: Vice President | |
[Signature Page to XPLR Third Letter Amendment Agreement]
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| Consent to the foregoing Amendment: | |
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| The Bank of Nova Scotia | |
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| By: | DAVID DEWAR | |
| Name: David Dewar | |
| Title: Vice President | |
[Signature Page to XPLR Third Letter Amendment Agreement]
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| Consent to the foregoing Amendment: | |
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| Wells Fargo Bank, N.A. | |
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| By: | SHANNON CUNNINGHAM | |
| Name: Shannon Cunningham | |
| Title: Executive Director | |
[Signature Page to XPLR Third Letter Amendment Agreement]
Confidential
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| Consent to the foregoing Amendment: | |
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| BANCO SANTANDER, S.A., NEW YORK BRANCH |
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| By: | ANDRES BARBOSA | |
| Name: Andres Barbosa | |
| Title: Managing Director | |
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| By: | ZARA KAMAL | |
| Name: Zara Kamal | |
| Title: Executive Director | |
[Signature Page to XPLR Third Letter Amendment Agreement]
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| Consent to the foregoing Amendment: | |
| CANADIAN IMPERIAL BANK OF | |
| COMMERCE, NEW YORK BRANCH | |
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| By: | AMIT VASANI | |
| Amit Vasani | |
| Authorized Signatory, Managing Director |
[Signature Page to XPLR Third Letter Amendment Agreement]
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| Consent to the foregoing Amendment: | |
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| Commerzbank AG, New York Branch | |
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| By: | CAIO KAC | |
| Name: Caio Kac | |
| Title: Director |
| | |
| By: | JEFF SULLIVAN | |
| Name: Jeff Sullivan | |
| Title: Vice President |
[Signature Page to XPLR Third Letter Amendment Agreement]
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| Consent to the foregoing Amendment: | |
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INTESA SANPAOLO S.P.A., NEW YORK BRANCH, as Lender |
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| By: | JAVIER RICHARD COOK | |
| Name: Javier Richard Cook | |
| Title: Managing Director |
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| By: | JENNIFER FELDMAN FACCIOLA | |
| Name: Jennifer Feldman Facciola | |
| Title: Business Director |
[Signature Page to XPLR Third Letter Amendment Agreement]
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| Consent to the foregoing Amendment: | |
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| NATIONAL AUSTRALIA BANK LIMITED, as Lender |
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| By: | BRIAN HAN | |
| Name: Brian Han | |
| Title: Associate Director- Specialized Finance |
| | |
| By: | ANTON GREENHALGH | |
| Name: Anton Greenhalgh | |
| Title: Director- Fund Sponsors Strategic Investors & Alternative Assets |
[Signature Page to XPLR Third Letter Amendment Agreement]
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| THE TORONTO-DOMINION BANK, |
| NEW YORK BRANCH, as Lender |
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| By: | VIJAY PRASAD |
| | Name: Vijay Prasad |
| | Title: Authorized Signatory |
[Signature Page to XPLR Third Letter Amendment Agreement]
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| Consent to the foregoing Amendment: | |
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| DNB Capital LLC | |
| Type or Print Name of Lender | |
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| By: | EINAR GULSTAD | |
| Name: Einar Gulstad, SVP | |
| Title: |
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| By: | JULIA MARSHALL | |
| Name: Julia Marshall | |
| Title: First Vice President | |
[Signature Page to XPLR Third Letter Amendment Agreement]