Exhibit 10.17
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED AT THE APPROPRIATE PLACE WITH THREE ASTERISKS [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE AND CONFIDENTIAL.
Execution Version
Request for Waiver
(DFC/9000083212)
This Waiver (this “Waiver”) is made and entered into as of April 9 , 2025 by and between TETRA4 PROPRIETARY LIMITED, a limited liability company duly registered and validly existing under the laws of the Republic of South Africa (the “Borrower”), and UNITED STATES INTERNATIONAL DEVELOPMENT FINANCE CORPORATION, an agency of the United States of America (“DFC”). Capitalized terms used herein and not otherwise defined herein (including in the recitals) shall have the respective meanings ascribed thereto in the Agreement (as hereinafter defined).
RECITALS
WHEREAS, the Borrower and DFC entered into that certain Finance Agreement, dated as of August 20, 2019 (as the same may be amended, supplemented or otherwise modified from time to time, the “Agreement”);
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WHEREAS, the Sponsor is in the process of raising additional capital for the purpose of making additional equity contributions to the Borrower in at least three instalments in an amount equal to $10,000,000 on or before April 30, 2025, an amount equal to $10,000,000 on or before May 31, 2025, and an amount equal to $10,000,000 on or before June 30, 2025 (or, in each case, the equivalent in South African Rand) (the “Equity Contributions”) to fund (i) the expansion of the Project by drilling up to fourteen new wells and constructing the related gas gathering infrastructure and compressor station (collectively, the “Project 1C Expansion“) [***];
NOW, THEREFORE, in consideration of the premises and of the agreements and representations contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
ARTICLE I
WAIVERS
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ARTICLE II
REPRESENTATIONS AND WARRANTIES; UNDERTAKINGS AND AMENDMENTS
Section 2.1 [***]
Section 2.2 Undertakings and Amendments
“cause Project Completion to be achieved on or prior to January 31, 2026.”.
““Project Completion” means the issuance of (i) the Taking-Over Certificate (as defined in the EPC Contract (Gas Gathering) by the Borrower pursuant to the EPC Contract (Gas Gathering); (ii) a project completion report by the Independent Engineer to DFC in form and substance satisfactory to DFC (which report shall include confirmation by the Independent Engineer in form and substance satisfactory to DFC that the Project is able to recover sufficient helium and natural gas from the wells included in the Project to operate the Liquefaction Plant at name plate capacity equal to 50 tons of LNG and 350 kg of helium per day and has operated the Liquefaction Plant at such name plate capacity for a continuous period of time exceeding three months; and (iii) a Project completion certificate in form and substance acceptable to DFC (after consultation with the Independent Engineer).”
ARTICLE III
MISCELLANEOUS
Section 3.1 Limitation of Waiver
Except as expressly provided herein, this Waiver shall not limit or otherwise adversely affect DFC’s rights under the Finance Agreement or any other Financing Document. DFC reserves the right to insist on strict compliance with the terms of the Finance Agreement, and the Borrower expressly acknowledges such reservation of rights. The grant of this Waiver will not, either alone or taken with other waivers of (or forbearance in connection with) any provision of any Finance
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Document or Transaction Document, be deemed to create or be evidence of a course of conduct. Any future or additional waiver of any provision of any Financing Document or Transaction Document shall be effective only if set forth in a writing separate and distinct from this Waiver and executed by an authorized representative of DFC. Except as explicitly provided in Section 2.2 (Undertakings and Amendments) of this Waiver, no portion of this Waiver shall under any circumstance be deemed to be an amendment of any provision of the Finance Agreement or any other Financing Document. [***]
Section 3.2 Incorporation By Reference
Sections 8.03 (Jurisdiction and Consent to Suit; Waivers), 8.05 (No Immunity), 9.01 (Notices), 9.03 (Governing Law) to 9.13 (Waiver of Litigation Payments) of the Agreement are hereby incorporated herein by reference and shall apply to this Agreement, mutatis mutandis, as if they had been fully set forth herein.
Section 3.3 Financing Document
This Waiver shall constitute a Financing Document.
[Signature pages follow]
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IN WITNESS WHEREOF, each of the parties has caused this Waiver to be executed and delivered on its behalf by its authorized representative as of the date first above written.
TETRA4 PROPRIETARY LIMITED | ||
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By: | /s/ Nick Mitchell | |
Name: | Nick Mitchell | |
Title: | Chief Operating Officer | |
Tetra4 Proprietary Limited – DFC Project Number / 9000083212
Waiver ( April 2025) - Signature Page
UNITED STATES INTERNATIONAL DEVELOPMENT FINANCE CORPORATION | ||
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By: | /s/ Courtney Piper | |
Name: | Courtney Piper | |
Title: | Director, Asset Management | |
Tetra4 Proprietary Limited – DFC Project Number / 9000083212
Waiver ( April 2025) - Signature Page
SCHEDULE 1 TO THE WAIVER –
AMENDED AND RESTATED SCHEDULE 3.01(D) TO THE FINANCE AGREEMENT
SCHEDULE 3.01(d)
CAPITALIZATION
Tetra4 Proprietary Limited – DFC Project Number / 9000083212
Waiver ( April 2025) - Signature Page