Maxim Power Corp. — Capital/Financing Update 2021

Dec 17, 2021

FIRST AMENDING AGREEMENT TO THE MAXIM POWER CORP. AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF JUNE 30, 2021

THIS FIRST AMENDING AGREEMENT is dated as of November 3, 2021.

AMONG :

MAXIM POWER CORP. , as Borrower

• and -

ATB FINANCIAL , as Administrative Agent

• and -

FIERA PRIVATE DEBT FUND VI LP, as Syndication Agent

• and -

ATB FINANCIAL, FIERA PRIVATE DEBT FUND VI LP, AND OTHERS THAT FROM TIME TO TIME BECOME LENDERS, as Lenders

Recitals:

• A. Maxim Power Corp., as borrower (the “ Borrower ”), ATB Financial, as administrative agent (the “ Administrative Agent ”), Fiera Private Debt Fund VI LP, as syndication agent (the “ Syndication Agent ”) and ATB Financial, Fiera Private Debt Fund IV LP, and others that from time to time become lenders, as lenders (the “ Lender ”) are parties to an amended and restated credit agreement dated as of June 30, 2021 (the “ Credit Agreement ”); and

• B. The parties hereto wish to amend the Credit Agreement on the terms and conditions herein provided.

Now therefore in consideration of the premises, the covenants herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by each of the parties hereto, the parties agree as follows:

ARTICLE 1 INTERPRETATION

1.1 Definitions

In this Agreement, including the recitals, unless something in the subject matter or context is inconsistent therewith, the following words and phrases shall have the following meanings:

• (a) “ Agreement ” or “ First Amending Agreement ” means this first amending agreement, as amended, modified, supplemented or restated from time to time;

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• (b) “ Amended Credit Agreement ” means the Credit Agreement as amended by the First Amending Agreement; and

• (c) “ First Amendment Effective Date ” means the date first written above.

All capitalized terms used but not otherwise defined herein shall have the same meaning ascribed thereto in the Credit Agreement.

1.2 Headings

The headings and the Article and Section titles are inserted for convenience of reference only and shall not affect the construction or interpretation of this Agreement.

1.3 References

Unless something in the subject matter or context is inconsistent therewith, all references to Articles, Sections and Schedules shall be construed to refer to Articles and Sections of, and Schedules to, this Agreement, and the words “ herein ”, “ hereof ” and “ hereunder ” and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof.

ARTICLE 2 AMENDMENTS

2.1 Amendments

Effective as of the Closing Date the Credit Agreement shall be amended as follows:

• (a) Section 1.1 of the Credit Agreement is hereby amended by adding the following new definitions in proper alphabetical order:

““ Borrower Cash Collateral Account ” means an account with the Administrative Agent, from which the Borrower does not have any withdrawal rights or privileges to the extent of the cumulative Face Amount of the Letters of Credit (Cash Collateralized) then outstanding, except to apply the amount represented thereby to the Outstanding Credit Obligations in regard to any such Letter of Credit (Cash Collateralized) if it is drawn by the Beneficiary thereof, which account and all funds credited thereto and interest earned thereon (which interest shall be at the prevailing rate of the Administrative Agent or such other financial institution, as the case may be, for demand deposits of comparable amounts) shall be the subject of a Security Interest in favour of the Administrative Agent on behalf of the Lenders.

“ Letter of Credit (Cash Collateralized) ” means a Letter of Credit which the Borrower has designated in writing to the Administrative Agent and the LC Lender as a Letter of Credit (Cash Collateralized) and has provided to the Administrative Agent, for the benefit of the LC Lender, cash collateral in accordance with Section 5.11 hereof.”

• (b) The definition of “ Applicable Margin ” in Section 1.1 of the Credit Agreement is hereby amended by:

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• (i) deleting the table thereunder in its entirety and replacing it with the following:

Level	CDOR Advances (bps)	Canadian Prime Rate Advances (bps)	Bankers’ Acceptances and BA Equivalent Advances (bps)	Letters of Credit (which are not Cash Collateralized) (bps)	Letters of Credit (Cash Collateralized) (bps)	Standby Fee (bps)
1	Redacted	Redacted	Redacted	Redacted	Redacted	Redacted
2	Redacted	Redacted	Redacted	Redacted	Redacted	Redacted

[Commercially sensitive amounts redacted]

• (ii) deleting paragraph (d) thereunder in its entirety and replacing it with the following:

  • “(d) upon the occurrence and during the continuance of any Event of Default, each of the Applicable Margins will increase by Redacted , other than the Applicable Margin for Letters of Credit (Cash Collateralized) which will remain unchanged.” [Commercially sensitive amount reacted]

• (c) The definition of “ Collateral Accounts ” in Section 1.1 of the Credit Agreement is hereby amended by deleting it in its entirety and replacing it with the following:

““ Collateral Accounts ” means the Borrower Cash Collateral Account, the Construction Escrow Account, the Construction Accounts and the BLA Holdback Account that are listed and described in Schedule 6 and any other account established with the Administrative Agent as a segregated account pursuant to this Agreement.”

• (d) The definition of “ Debt ” in Section 1.1 of the Credit Agreement is hereby amended by deleting the last paragraph in its entirety and replacing it with the following:

“Provided that in all cases, “Debt” shall exclude (i) the amount of any Letters of Credit (Cash Collateralized), (ii) the Permitted Subordinated Debt and any other Debt of the Loan Parties which is subordinated on terms and conditions satisfactory to the Lenders, acting reasonably, and (iii) the unrealized portion of any hedging gains or losses.”

• (e) Section 2.1.9 of the Credit Agreement is hereby amended by deleting the second paragraph thereunder in its entirety and replacing it with the following:

“Subject to the provisions of this Agreement, Advances under the Letter of Credit Facility shall be made available: (i) by way of Letter of Credit Advances, and (ii) if any drawings thereunder are not repaid on the day of such drawing, by way of a deemed Canadian Prime Rate Advance in accordance with Section 5.5.3, in respect of the amount of such draws thereunder not repaid to the extent that there

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are insufficient funds or deposits in the Borrower Cash Collateral Account. For greater certainty, Letters of Credit shall be denominated in Canadian Dollars and US Dollars only.”

• (f) Section 2.2.6 of the Credit Agreement is hereby amended by deleting it in its entirety and replacing it with the following:

“2.2.6 Repayment of Credit Facilities

On the Final Maturity Date for each Credit Facility, the Outstanding Credit Obligations under each such Credit Facility will be repaid in full (including without limitation any deemed Canadian Prime Rate Advances outstanding on the Final Maturity Date), any Bankers’ Acceptances which have not yet matured will be cash collateralized by depositing the Face Amount of such Bankers’ Acceptances into the Borrower Cash Collateral Account, and the Letters of Credit issued under any of the Letter of Credit Facility, the Revolver Facility #1 or the Revolver Facility #2 shall be returned by the Borrower to the LC Lender for cancellation; provided that any Letters of Credit (Cash Collateralized) may remain outstanding subject to and in accordance with the terms thereof after the Final Maturity Date if funds in an amount equal to at least Redacted of the Face Amount of such Letters of Credit (Cash Collateralized) are deposited into the Borrower Cash Collateral Account. The parties acknowledge and agree that if any Letters of Credit (Cash Collateralized) remain outstanding after the Final Maturity Date, the obligations of the Borrower under this Agreement applicable to Letters of Credit, including under Sections 5.3.2, 5.3.4, 5.4, 5.5.2, 5.7.2, 5.8, 5.9, 5.10, 11.3.1 and 14.6.1 shall survive the Final Maturity Date and remain in full force and effect until all outstanding Letters of Credit (Cash Collateralized) have expired or otherwise been returned undrawn to the Administrative Agent.” [Commercially sensitive amount redacted]

• (f) Section 2.4.1(c) of the Credit Agreement is hereby amended by deleting it in its entirety and replacing it with the following:

• “(c) the Borrower pays to the Administrative Agent, for the account of the applicable Lenders, the Face Amount of all outstanding Bankers’ Acceptances and Letters of Credit to be held in the Borrower Cash Collateral Account; and”

• (g) Section 2.10 of the Credit Agreement is hereby amended by deleting it in its entirety and replacing it with the following:

“2.10 Account Debit Authorization

Each of the Borrower and Milner Power II LP authorizes and directs the Administrative Agent, in its discretion, to debit automatically, by mechanical, electronic or manual means all Collateral Accounts (other than the BLA Holdback Account), including without limitation, the Construction Accounts and the Borrower Cash Collateral Account, for all amounts due and payable under this Agreement on account of those Outstanding Credit Obligations constituting principal, interest and fees provided that the Borrower Cash Collateral Account shall only be debited prior to an Event of Default which has occurred and is continuing for amounts due

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and payable on account of Outstanding Credit Obligations under the Letter of Credit Facility. For greater certainty, the Administrative Agent may not debit or enforce its security interest in (a) the BLA Holdback Account for amounts due hereunder, or (b) the Borrower Cash Collateral Account for Outstanding Credit Obligations other than in relation to the Letter of Credit Facility, unless an Event of Default has occurred and is continuing.”

• (h) Section 5.7.1 of the Credit Agreement is hereby amended by deleting the reference to “(applicable to such Letter of Credit)” at the end of the first paragraph and replacing it with “(applicable to such Letter of Credit or Letter of Credit (Cash Collateralized))”.

• (i) Article 5 of the Credit Agreement is hereby amended by adding a new Section 5.11 immediately following Section 5.10:

“5.11 Letter of Credit (Cash Collateralized)

The Borrower will establish the Borrower Cash Collateral Account prior to requesting the advance of any Letter of Credit (Cash Collateralized). Each Letter of Credit issued under the Letter of Credit Facility will be a Letter of Credit (Cash Collateralized) and the Borrower shall have the option to designate in writing to the Administrative Agent and the LC Lender if a Letter of Credit to be issued under Revolver Facility #1 or Revolver Facility #2 will be a Letter of Credit (Cash Collateralized). A Letter of Credit (Cash Collateralized) may be issued by the LC Lender provided that the Borrower has paid to the Administrative Agent, for the benefit of the LC Lender, for deposit into the Borrower Cash Collateral Account funds in an amount equal to the Face Amount of such Letter of Credit. Upon such deposit being made, the Letter of Credit Fees for such Letter of Credit issued under Revolver Facility #1 and Revolver Facility #2 shall be adjusted while such corresponding amount remains on deposit in the Borrower Cash Collateral Account. Such funds may be applied by the Administrative Agent and the LC Lender to the Outstanding Credit Obligations in regard to any such Letter of Credit (Cash Collateralized) if it is drawn by the Beneficiary thereof. If the Letter of Credit (Cash Collateralized) expires and corresponding funds in the Borrower Cash Collateral Account remain without having been applied against such Outstanding Credit Obligations, then the Borrower shall be entitled to withdraw such funds from the Borrower Cash Collateral Account.”

• (j) Section 8.13 of the Credit Agreement is hereby amended by deleting it in its entirety and replacing it with the following:

“8.13 Collateral Accounts

The parties acknowledge that the present and after-acquired personal property of the Borrower includes the Borrower Cash Collateral Account, the Construction Escrow Account, the Construction Accounts and the BLA Holdback Account, and that the Administrative Agent on behalf of the Lenders and the Hedge Lenders has a first priority security interest in and to the Collateral Accounts and all proceeds thereof, and that the Administrative Agent on behalf of the Lenders and the Hedge Lenders may exercise control over the proceeds of such accounts upon an Event of Default. The Borrower shall be permitted to withdraw amounts

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from (i) the Borrower Cash Collateral Account in accordance with Section 5.11, (ii) the Construction Escrow Account in accordance with Section 3.2.1(b), (iii) the Construction Accounts in accordance with Section 10.1.16(a), and (iv) the BLA Holdback Account in accordance with Section 10.1.19.”

• (k) Schedule 6 to the Credit Agreement is hereby amended by deleting it in its entirety and replacing it with Exhibit 1 attached hereto.

ARTICLE 3 LETTER OF CREDIT FEES

3.1 Letter of Credit Fee Adjustments

The Lenders hereby agree to take all steps and actions and to execute and deliver all agreements, instruments and other documents as may be required by the Administrative Agent to give retroactive effect to the foregoing amendments, including to refund any excess Letter of Credit Fees paid by the Borrower in respect of outstanding Letters of Credit (Cash Collateralized) which Letter of Credit Fees were calculated with reference to the Applicable Margin for Letters of Credit that are not cash collateralized, being Redacted per annum. [Commercially sensitive amount redacted]

ARTICLE 4 CONDITIONS PRECEDENT

4.1 Conditions Precedent

This Agreement will not become effective until the following conditions precedent have been satisfied, fulfilled, waived or otherwise met to the satisfaction of the Lenders on the First Amendment Effective Date:

• (a) the Administrative Agent shall have received a duly executed copy of this Agreement (including the Consent and Agreement of Guarantors annexed hereto);

• (b) the Borrower shall have established the Borrower Cash Collateral Account with the Administrative Agent;

• (c) the Borrower shall have paid to the Administrative Agent any reasonable costs, fees and expenses as incurred by the Administrative Agent with respect to this First Amending Agreement;

• (d) the Administrative Agent shall have received certificates of status (or equivalents thereof) with respect to the Borrower and each other Loan Party issued by the appropriate Official Body in their respective jurisdictions of formation; and

• (e) the Administrative Agent shall have received such other documentation as the Administrative Agent may reasonably request.

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ARTICLE 5 REPRESENTATIONS AND WARRANTIES

5.1 Representations and Warranties

The Borrower agrees with and confirms to each of the Lenders and the Administrative Agent that, as of the First Amendment Effective Date, each of the representations and warranties listed in Article 7 of the Amended Credit Agreement (other than those made as of a specific date) is true and accurate. Further, the Borrower hereby represents and warrants to each of the Lenders and the Administrative Agent that:

• (a) the execution and delivery of this Agreement and the performance by it of its obligations hereunder and under the Amended Credit Agreement (i) are within its corporate powers, (ii) have been duly authorized by all necessary corporate action, (iii) have received all necessary governmental approval (if any required), and (iv) do not and will not contravene or conflict with any provision of any Applicable Law or of its constating documents or by-laws;

• (b) this Agreement and the Amended Credit Agreement are each legal, valid and binding obligations of the Borrower, enforceable in accordance with their respective terms except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, winding-up, moratorium or similar Applicable Laws relating to the enforcement of creditors' rights generally and by general principles of equity; and

• (c) no Default or Event of Default has occurred and is continuing.

ARTICLE 6 MISCELLANEOUS

6.1 Confirmation of Security

The Borrower agrees with and confirms to each of the Lenders and the Administrative Agent that as of the First Amendment Effective Date, the Security delivered by the Borrower is and shall remain in full force and effect in all respects and shall continue to exist and apply to all of the Obligations of the Borrower under, pursuant or relating to the Amended Credit Agreement. This confirmation of security is in addition to and shall not limit, derogate from or otherwise affect any provisions of the Security.

6.2 Governing Law

The parties agree that this Agreement is conclusively deemed to be made under, and for all purposes to be governed by and construed in accordance with, the laws of the Province of Alberta and the federal laws of Canada applicable therein. There shall be no application of any conflict of law or other rules which would result in any laws other than internal laws in force in the Province of Alberta applying to this Agreement. The parties hereto do hereby irrevocably submit and attorn to the non - exclusive jurisdiction of the courts of the Province of Alberta for all matters arising out of or relating to this Agreement, or any of the transactions contemplated hereby or by any thereof, without prejudice to the rights of the Administrative Agent or any Lender to take proceedings in other jurisdictions.

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6.3 Continuing Effect

Each of the parties acknowledges and agrees that the Amended Credit Agreement, the Security and all other documents executed and delivered pursuant thereto or in connection therewith, will be and continue in full force and effect and are hereby confirmed and the rights and obligations of all parties thereunder will not be affected or prejudiced in any manner except as specifically provided herein.

6.4 Further Assurances

The Borrower will from time to time forthwith at the Administrative Agent’s request and at the Borrower's own cost and expense, make, execute and deliver, or cause to be done, made, executed and delivered, all such further documents, financing statements, assignments, acts, matters and things which may be reasonably required by the Lenders and as are consistent with the intention of the parties as evidenced herein, with respect to all matters arising under this Agreement.

6.5 Counterparts

This Agreement may be executed in any number of counterparts (including by facsimile or other electronic transmission), each of which when executed and delivered will be deemed to be an original, but all of which when taken together constitutes one and the same instrument. Any party may execute this Agreement by signing any counterpart.

[signature page follows]

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IN WITNESS WHEREOF the parties hereto have caused this Agreement to be duly executed on the date and year first above written.

MAXIM POWER CORP. , as Borrower

Per: (signed) Name: Redacted Title: Redacted Per: (signed) Name: Redacted Title: Redacted

Signature Page to 1AA (Maxim Power Corp.)

ATB FINANCIAL , as Administrative Agent

Per: (signed) Name: Redacted Title: Redacted

Per: (signed) Name: Redacted Title: Redacted

Signature Page to 1AA (Maxim Power Corp.)

ATB FINANCIAL , as Lender

Per: (signed) Name: Redacted Title: Redacted Per: (signed) Name: Redacted Title: Redacted

Signature Page to 1AA (Maxim Power Corp.)

FIERA PRIVATE DEBT FUND VI LP, by its general partner FIERA PRIVATE DEBT FUND GP INC. , as Lender

Per: (signed) Name: Redacted Title: Redacted

Per: (signed)

Name: Redacted Title: Redacted

Signature Page to 1AA (Maxim Power Corp.)

CONSENT AND AGREEMENT OF GUARANTORS

Each undersigned Loan Party hereby consents and agrees to the terms of this First Amending Agreement, acknowledges and confirms the representations and warranties applicable to it in this First Amending Agreement and in the Amended Credit Agreement, acknowledges and agrees that all Security granted by it to the Administrative Agent and the Lenders in support of its obligations thereunder remains in full force and effect, unamended and enforceable against it in accordance with its terms (except as enforceability may be limited by general principles of equity and by bankruptcy, insolvency, reorganization or similar laws affecting creditor's rights generally). The undersigned undertakes and agrees to take all such actions as may be required of it to give effect to and cause the performance of the terms and conditions of this First Amending Agreement and the Amended Credit Agreement.

Dated effective ________, 2021.

MILNER POWER INC. , as Guarantor

Per: (signed) Name: Redacted Title: Redacted Per: (signed) Name: Redacted Title: Redacted

MILNER POWER LIMITED PARTNERSHIP, by its general partner MILNER POWER INC., as Guarantor

Per: (signed) Name: Redacted Title: Redacted

Per: (signed) Name: Redacted Title: Redacted

Signature Page to Consent and Agreement (1AA – Maxim Power Corp.)

MILNER POWER II INC. , as Guarantor

Per: (signed) Name: Redacted Title: Redacted

Per: (signed) Name: Redacted Title: Redacted

MILNER POWER II LIMITED PARTNERSHIP, by its general partner MILNER POWER II INC., as Guarantor

Per: (signed) Name: Redacted Title: Redacted

Per: (signed) Name: Redacted Title: Redacted

Signature Page to Consent and Agreement (1AA – Maxim Power Corp.)

EXHIBIT 1

First Amending Agreement to the Maxim Power Corp. Amended and Restated Credit Agreement

SCHEDULE 6

ACCOUNTS

[Confidential account information redacted]