Pine Gate Renewables - DIP Terms

DIP Terms

Borrower(s) / Guarantor(s)

• Brookfield Facility: Pine Gate Renewables, LLC, as Borrower, with the "Brookfield Debtor Guarantors" and "Brookfield Non-Debtor Guarantors" as Guarantors.
• Carlyle Facility: Pine Gate Renewables, LLC, as Issuer, with the "Carlyle Debtor Guarantors" and "Carlyle Non-Debtor Guarantors" as Guarantors.
• Fundamental Facility: Pine Gate Renewables, LLC, as Borrower, with the "Fundamental Debtor Guarantors" and "Fundamental Non-Debtor Guarantors" as Guarantors.

Agent / Lender(s)

• Brookfield Facility: Bid Administrator LLC, as Administrative and Collateral Agent, with the lenders party thereto.
• Carlyle Facility: Wilmington Trust, National Association, as Indenture Trustee and Collateral Agent, with the note purchasers party thereto.
• Fundamental Facility: FP Solar Development I, LLC, as Administrative and Collateral Agent, with the lenders party thereto.

DIP Commitments

• Brookfield DIP Facility: Up to approximately $551.5 million superpriority senior secured term loan facility, comprised of:
  • $134.1 million new money term loan facility (excluding PIK amounts):
    • $17.5 million available on an interim basis (plus certain subsequent draws).
    • The balance available upon entry of the final order.
  • $417.4 million roll-up of Brookfield Prepetition Loans on a cashless, dollar-for-dollar basis:
    • $250.3 million rolled up upon entry of the interim order.
    • $167.2 million rolled up upon entry of the final order.
• Carlyle DIP Facility: Up to approximately $374.0 million superpriority senior secured notes facility, comprised of:
  • $51.7 million new money notes issuance (excluding PIK amounts):
    • $16.6 million issued on an interim basis (plus certain subsequent draws).
    • The balance available upon entry of the final order.
  • $322.2 million roll-up of Carlyle Prepetition Secured Obligations on a cashless, dollar-for-dollar basis:
    • $142.7 million rolled up upon entry of the interim order.
    • $179.5 million rolled up upon entry of the final order.
• Fundamental DIP Facility: Up to approximately $730.8 million superpriority senior secured term loan facility, comprised of:
  • $64.6 million new money term loan facility (excluding PIK amounts):
    • $21.3 million available on an interim basis (plus certain subsequent draws).
    • The balance available upon entry of the final order.
  • $666.1 million roll-up of Fundamental Prepetition Loans on a cashless, dollar-for-dollar basis:
    • $360.8 million rolled up upon entry of the interim order.
    • $305.3 million rolled up upon entry of the final order.

Cash Collateral

• The debtors are authorized to use cash collateral of the Prepetition Secured Parties, DIP Secured Parties, Polaris B Secured Parties, MUFG Secured Parties, and Zions Secured Parties.
• Use of cash collateral is restricted to the purposes set forth in the DIP orders and the approved budget, subject to the permitted variance and the carve-out.

Interest Rate (per Doc 46)

• Brookfield DIP Facility:
  • New Money DIP Loans: 14%, compounded monthly and payable in kind.
  • Roll-Up DIP Loans: Accrue interest at the rate of the refinanced prepetition loans, ranging from 11.25% to 14% depending on the underlying obligation, payable in kind.
  • Default Rate Increase: 2%.
• Carlyle DIP Facility:
  • New Money DIP Notes: 14%, compounded monthly and payable in kind.
  • Roll-Up DIP Notes: Accrue interest at the rate of the refinanced prepetition notes, either 10.75% or 14% depending on the underlying obligation, payable in kind.
  • Default Rate: The greater of 2% above the applicable rate or 2% over the U.S. prime rate.
• Fundamental DIP Facility:
  • New Money DIP Loans: 14%, compounded monthly and payable in kind.
  • Roll-Up DIP Loans: Accrue interest at the rate of the refinanced prepetition loans, ranging from 9.85% to 14% depending on the underlying obligation.
  • Default Rate Increase: 2%.

Fees (per Doc 46)

• The following fees are applicable to the new money commitments across all three DIP facilities:
  • Commitment/Funding/Upfront Fee: 4% of the new money commitments, payable in kind upon entry of the interim order.
  • Exit Fee: 8% of the principal amount of new money loans repaid or prepaid. This fee is reduced to 5% if the new money loans are repaid via a credit bid in a sale transaction.
  • Prepayment Premium: Upon certain events, an additional payment sufficient to ensure the new money lenders receive a multiple on invested capital (MOIC) of 1.30x, inclusive of all interest and fees.

Maturity (per Doc 46)

• Each DIP facility will mature on the earliest to occur of:
  • March 31, 2026.
  • The effective date of a chapter 11 plan.
  • The consummation of a sale of all or substantially all of the debtors’ assets.
  • The date of acceleration following an event of default.
  • Dismissal or conversion of the chapter 11 cases.
  • 30 days after the petition date, if the final DIP order has not been entered.
• Upon an event of default, the DIP agents may exercise all rights and remedies after providing five business days' notice, during which parties may seek an emergency hearing.

Carve Out

• Pre-Carve Out Trigger Notice Cap:
  • Statutory U.S. Trustee fees.
  • Reasonable fees for a Chapter 7 trustee (up to $100,000).
  • Allowed professional fees incurred or earned prior to the first day following the delivery of a Carve Out Trigger Notice (excluding transaction/success fees exceeding $3 million).
• Post-Carve Out Trigger Notice Cap:
  • Statutory U.S. Trustee fees incurred after the trigger notice.
  • Allowed professional fees for Debtor Professionals incurred after the trigger notice, up to $4.5 million (less unapplied retainers).
  • Allowed professional fees for Committee Professionals incurred after the trigger notice, up to $500,000.

Use of Proceeds

• Effect the issuance of the Roll-Up DIP Loans.
• Fund working capital, general corporate needs, and administration costs of the Chapter 11 cases.
• Pay professional fees, adequate protection payments, and agency fees.
• Silo Restrictions: Proceeds from a specific DIP Facility (Brookfield, Carlyle, or Fundamental) may not be used to fund projects, operations, or expenses related to the other "Silos" (e.g., Brookfield proceeds cannot fund Carlyle or Fundamental assets) without the prior consent of the applicable required lenders.

Credit Bid

• DIP Agents and Prepetition Agents have the unqualified right to credit bid up to the full amount of their respective obligations (including accrued interest and fees) in connection with any sale of collateral.
• Specific agents retain the right to credit bid for the debtors' claims against employees to be hired in relation to specific sale transactions (e.g., a Brookfield Sale Transaction).

Avoidance Actions

• Fundamental DIP Liens attach to Avoidance Actions and commercial tort claims, subject to the following limitations:
  • Liens attach only to the extent of the New Money and Roll-Up loans used to refinance Fundamental Prepetition Bridge Loans.
  • Until the Brookfield and Carlyle DIP Facilities are paid in full or terminated, Fundamental DIP Liens on Avoidance Actions are limited to those constituting "Fundamental Silo Assets."
• DIP Collateral includes the proceeds of equity in ACT Power Services Holding Company Guarantor, LLC, but excludes the equity interests or assets themselves.

Challenge Period and Budget

• Challenge Period: The deadline to challenge the stipulations regarding Fundamental Prepetition Secured Parties is the earliest of:
  • Commencement of a confirmation hearing.
  • Three business days prior to a hearing for a Fundamental Sale Transaction (not to occur before the week of Jan. 5, 2026).
  • Jan. 12, 2026, for general parties in interest.
  • Jan. 20, 2026, for the Committee (subject to tolling upon filing a standing motion).
• Budget Reporting: An updated 13-week rolling budget must be delivered every fourth Friday, commencing Dec. 12, 2025.

Securities and Priorities

• Superpriority Claims: DIP obligations constitute allowed superpriority administrative expense claims, junior solely to the Carve Out.
• DIP Liens: Valid, perfected, and enforceable liens on all DIP Collateral, junior solely to the Carve Out and subject to the priorities set forth in the DIP Orders.

Adequate Protection

Prepetition Senior Secured Parties (Brookfield, Carlyle, Fundamental)

• Current payment of all accrued and unpaid interest (pre- and postpetition) paid in kind (PIK) and compounded monthly.
• Payment of reasonable and documented professional fees and expenses.
• Replacement liens on applicable DIP Collateral, subordinate to the Carve Out and DIP Liens.
• Superpriority administrative expense claims, junior to the Carve Out and DIP Superpriority Claims.

Other Secured Parties (Zions, MUFG, Polaris B)

• Zions & MUFG: Replacement liens on their respective collateral (Zions Collateral / MUFG Collateral), which are senior in priority to any DIP Liens encumbering such collateral, subject to the Carve Out.
• Polaris B:
  • Replacement liens on Polaris B Collateral, senior in priority to any DIP Liens and Polaris B Liens encumbering such collateral, subject to the Carve Out.
  • Superpriority administrative expense claim against Polaris B Loan Parties.
  • Current payment of accrued and unpaid interest (funded solely from Brookfield Subsequent Draws or Brookfield Silo Assets).

Waivers

• Waiver of the right to surcharge collateral under Section 506(c).
• Waiver of the "equities of the case" exception under Section 552(b).
• Waiver of the equitable doctrine of marshaling.

Permitted Variance

• Aggregate disbursements for the variance test period shall not exceed the greater of $2,000,000 or 15% of the forecasted amount in the approved budget.
• Exclusions from variance testing include professional fees, interconnection costs, and certain incremental project spend consented to and funded by the applicable DIP Lenders.