. Entry into a Material Definitive Agreement.
On February 6, 2026 (the “Effective Date”),
Gevo, Inc. (the “Company”), through direct and indirect subsidiaries, completed a refinance transaction with entities
affiliated with Orion Infrastructure Capital. The refinance transaction included entering into an Amendment (as defined below) to the
Existing Credit Agreement (as defined below), which permitted and financed the redemption of the Bonds (as defined below) issued for
the benefit of the RNG Project Company (as defined below). Upon the redemption of the Bonds, approximately $35,800,000 of restricted
cash associated with the Bonds was released to the Company. Concurrently with the execution of the Amendment on the Effective Date, certain
subsidiaries of the Company entered into a Working Capital Facility (as defined below), which provides a revolving credit facility of
up to $20,000,000 to such subsidiaries of the Company.
Amendment to Credit Agreement
On the Effective Date,
Gevo North Dakota Operations, LLC, a Delaware limited liability company (“Operations Company”), Gevo Intermediate HoldCo,
LLC, a Delaware limited liability company (“Holdings”), Net-Zero North Holdco, LLC, a Delaware limited liability company
(“NZ North”), Richardton CCS, LLC, a Delaware limited liability company (“RCCS”), and Net-Zero Richardton,
LLC, a Delaware limited liability company (“NZ Richardton” and together with Operations Company, Holdings, and RCCS,
the “Existing Guarantors” and the Existing Guarantors together with NZ North, the “Existing Loan Parties”),
each a direct or indirect subsidiary of the Company, entered into that certain
Omnibus Amendment Agreement (the “Amendment”) by and among, NZ North, as the existing borrower, the Existing Guarantors,
Gevo Operating Holdings, LLC, a Delaware limited liability company (the “Loan Borrower”), Gevo RNG Holdco, LLC, a Delaware
limited liability company (“RNG Holdco”), Gevo NW Iowa RNG, LLC, a Delaware limited liability company (“RNG
Project Company” and together with the Loan Borrower and RNG Holdco, the “New Loan Parties”), each lender
party thereto (collectively, the “Lenders” and individually, a “Lender”), OIC Investment Agent,
LLC, in its capacity as the administrative agent (in such capacity, the “Administrative Agent”) and collateral agent
(in such capacity, the “Collateral Agent”) and Orion Energy Partners TP Agent, LLC, in its capacity as the sub-administrative
agent.
The Amendment modifies the existing Credit
Agreement, dated as of January 31, 2025, by and among the Existing Loan Parties, the Administrative Agent, the Collateral Agent, and the
lenders party thereto (the “Existing Credit Agreement” and as modified by the Amendment, the “Credit Agreement”)
to, among other things: (i) add a new commitment by the Lenders to provide incremental loans in an aggregate principal amount equal to
$70,000,000 (the “Incremental Loans”), subject to the satisfaction of customary funding conditions, (ii) join the New
Loan Parties to the Credit Agreement, (iii) designate the Loan Borrower as a new borrower under the Credit Agreement, and (iv) add NZ
North as a guarantor and release it as a borrower under the Credit Agreement. All Existing Guarantors, including NZ North, reaffirmed
their guarantees and security interests under the Existing Credit Agreement. The New Loan Parties granted a first-lien security interest,
subject only to reasonable and customary permitted liens and encumbrances, in all of such New Loan Party’s tangible and intangible
assets, including a pledge of all equity interests owned by such New Loan Party. As additional consideration for the Incremental Loans,
Holdings issued certain of its Class B Units to specified lenders and co-investors.
The proceeds of the Incremental Loans are expected
to be used for, among other things, the repayment of all indebtedness in connection with the redemption and discharge of existing bonds
issued for the benefit of RNG Project Company. The Incremental Loans are secured by a first priority lien on the collateral, subject to
certain permitted liens and the terms of an intercreditor agreement between the Working Capital Lender (as defined below) and the Administrative
Agent.
There are no material relationships between the
Administrative Agent and the other lenders under the Credit Agreement with the Company and its subsidiaries other than in respect of the
Credit Agreement and certain minority equity investments in Holdings, a subsidiary of the Company.
Except as set forth in the Amendment, the Incremental
Loans are subject to the terms of the Existing Credit Agreement, which was previously disclosed on the Company’s Current Report
on Form 8-K filed on February 3, 2025. The foregoing descriptions of the Existing Credit Agreement and the Amendment do not purport to
be complete and are subject to, and qualified in their entirety by, the full texts of the Existing Credit Agreement and the Amendment,
copies of which are filed herewith as Exhibits 10.1 and 10.2, and are incorporated herein by reference.
Credit and Security Agreement
On the Effective Date, NZ Richardton, RCCS, and
Operations Company (collectively, the “Facility Borrowers”), with NZ North as guarantor, entered into a Credit and
Security Agreement (the “Working Capital Credit Agreement”), dated as of the Effective Date, with The Huntington National
Bank as lender (the “Working Capital Lender”) and as issuer of letters of credit, providing for a working capital revolving
credit facility of up to $20,000,000 (the “Working Capital Facility”).
Availability under the Working Capital Facility
is determined by a borrowing base calculated as a percentage of eligible accounts receivable and eligible inventory of the Facility Borrowers,
subject to the maximum amount of the Working Capital Facility, and the aggregate principal amount of advances outstanding under the facility
may not exceed such availability. The facility also permits the issuance of letters of credit in an aggregate stated amount not to exceed
$1,000,000 at any time.
Borrowings under the Working Capital Facility bear
interest, at the Facility Borrowers’ option, at either (i) the Adjusted Term SOFR for an interest rate period specified by the Facility
Borrowers plus an Applicable SOFR Rate Margin of 2.75% per annum or (ii) an Alternate Base Rate plus an Applicable Base Rate Margin of
0.75% per annum. The Alternate Base Rate is defined as the greatest of (a) the prime rate, (b) the federal funds rate plus 0.50%, (c)
Adjusted Term SOFR for a one-month period plus 2.00%, or (d) 3.00%. The facility is also subject to an unused commitment fee of 0.375%
per annum on the average daily unused portion of the commitment. The facility provides for customary letter of credit fees and other fees
and expenses. Interest is payable in arrears, in the case of borrowings bearing interest based on Adjusted Term SOFR, at the end of the
applicable interest period, and, in the case of borrowings bearing interest based on the Alternate Base Rate, on the first day of each
calendar month.
The
Working Capital Facility matures on the Facility Termination Date, at which time all outstanding obligations become due and payable in
full, subject to earlier prepayment as provided in the Working Capital Credit Agreement. The “Facility Termination Date” is
defined as the earlier of (a) February 6, 2031, or (b) three months prior to the maturity date of the Credit Agreement.
The Facility Borrowers’ obligations under
the Working Capital Facility are secured by a first priority lien on all working capital priority collateral of the Facility Borrowers
and NZ North, including accounts, inventory, equipment, deposit accounts, and other personal property, and a second priority lien on term
loan priority collateral, in each case subject to permitted encumbrances and the terms of an intercreditor agreement between the Working
Capital Lender and the Administrative Agent.
The Working Capital Credit Agreement also contains
customary affirmative and negative covenants, events of default, mandatory prepayments, conditions precedent, representations, and warranties.
NZ North, as guarantor, has provided a guaranty of the Facility Borrowers’ obligations under the Working Capital Credit Agreement.
The Facility Borrowers are subject to compliance, as of the end of each quarter, with a minimum fixed charge coverage ratio of not less
than 1.10 to 1.00, calculated on a consolidated basis as of (i) March 31, 2026, based on a rolling three-quarter period, and (ii) for
each quarter after, based on a rolling four-quarter period.
The Working Capital Lender may have performed and
may continue to perform commercial banking and financial services for the Company and its subsidiaries for which they have received and
will continue to receive customary fees.
The foregoing descriptions of the Working Capital
Credit Agreement and Working Capital Facility do not purport to be complete and are subject to, and qualified in their entirety by, the
full text of the Working Capital Credit Agreement, a copy of which is filed herewith as Exhibit 10.3 and is incorporated herein by reference.