ADDENDUM No. 01 TO THE LOAN AND SECURITY AGREEMENT BY AND BETWEEN Energea Portfolio 5 LATAM LLC and Helios Energía S.A.S. E.S.P. Dated: June [--], 30, 2025
ADDENDUM
No. 01 TO THE LOAN AND SECURITY AGREEMENT
BY AND
BETWEEN
Energea Portfolio 5 LATAM LLC and Helios Energía S.A.S. E.S.P.
Energea Portfolio 5 LATAM LLC and Helios Energía S.A.S. E.S.P.
Dated: June
[--], 30, 2025
This Addendum No. 01 (the "Addendum") to the Loan
and Security Agreement, dated as of June [--], 30, 2025
(the "Agreement"), is entered into by and between Energea Portfolio 5
LATAM LLC, a Delaware limited liability company ("Energea"), and Helios
Energía S.A.S. E.S.P., a Colombian utility services provider company ("Helios")
(collectively, the "Parties").
RECITALS
WHEREAS, the Parties entered into that certain Loan and
Security Agreement, dated as of January 22, 2025, which sets forth
the terms and conditions under which Energea provides financing and security
arrangements to Helios.
WHEREAS, the Parties recognize the evolving nature of Colombia's
electricity regulatory framework and acknowledge Helios's strategic intent to
expand its portfolio beyond Government Projects and Energea Projects by
investing in additional forms of distributed solar generation, including
commercial and industrial (C&I) self-generation projects, community energy
initiatives, marginal producer schemes, and virtual self-generation
arrangements, as permitted under applicable Colombian law;
WHEREAS, the Parties wish to amend and restate Section 1.49 of the
Agreement to reflect this broader scope and ensure that such projects are duly
included within the contractual definition of "Projects" for purposes of
financing, oversight, reporting, and compliance under this Agreement;
WHEREAS, the Parties acknowledge that Section
1.66 of the Agreement designates Credicorp Capital Fiduciaria S.A. as the
Trustee responsible for administering the Trust in accordance with the Trust
Agreement and applicable laws;
WHEREAS, the Parties have agreed to modify this
designation to allow for the appointment of any fiduciary entity duly
authorized to operate in Colombia, provided such entity is selected by Helios
and approved in writing by Energea, to ensure flexibility while maintaining
adequate fiduciary standards;
WHEREAS, the Parties wish to amend and restate
Section 1.66 to reflect this understanding and ensure that the Trustee's
selection and authority remain consistent with Colombian law, the Trust
Agreement, and Energea's oversight rights under the Agreement
WHEREAS, the Parties acknowledge that the
Agreement refers to the term "Indebtedness" without providing a
definition, and, for the purposes of legal certainty and contractual clarity,
the Parties wish to incorporate a definition that reflects their mutual
understanding of Indebtedness as encompassing all financial,
corporate, trade, or credit-based obligations that generate interest payments
to be made by Helios;
WHEREAS, Section 3.1.6 of the Agreement currently establishes
as a Condition Precedent the termination or subordination of existing
indebtedness; however, the Parties now agree that such indebtedness, as listed
in the updated Schedule 4, shall be repaid with priority using Advances
under the Agreement within the next six to twelve (6-12) months, and shall
not constitute a Condition Precedent to the effectiveness of the Agreement;
WHEREAS, the Parties wish to amend the Agreement to confirm that
it shall be deemed effective as of June 2025, notwithstanding that certain
Conditions Precedent (including, without limitation, the execution of the Trust
Agreement and registration of related corporate instruments) may remain
outstanding, provided that such conditions shall survive as post-closing
obligations and their non-fulfillment shall not impair the enforceability
of the Agreement;
WHEREAS, the Parties acknowledge that Section 1.45 of
the Agreement, which defines the role of the Operational Assigned Manager,
requires further clarification to reflect the scope and nature of such role,
including ▇▇▇▇▇▇'s obligation to formally designate ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇ as CEO, and to grant him an irrevocable power of attorney to
execute, perform, and enforce all obligations under the Agreement;
WHEREAS, the Parties further agree that Helios shall amend its
bylaws within sixty (60) days to formally reflect this governance
structure, and that any revocation or limitation of such power without
Energea's prior written consent shall constitute a material breach of the
Agreement;
WHEREAS, the Parties recognize the need to provide further clarity
regarding the calculation and funding of the Reserve
Requirement during the initial period following the First Advance, and to
confirm that such Reserve shall be funded from the First Advance and
replenished per the updated covenant structure;
WHEREAS, the Parties agree that the First Advance shall be
disbursed directly to Helios and shall be used, at a minimum, to satisfy the
initial Reserve Requirement, with any remaining portion eligible to be applied
to the repayment of existing indebtedness or other permitted working capital
purposes, all as detailed in the corresponding Advance Request and subject to
Energea's prior written approval in accordance with the Agreement;
WHEREAS, the Parties wish to clarify that the Debt Service
Coverage Ratio (DSCR) shall be measured strictly on a cash basis,
using only actual cash inflows received by ▇▇▇▇▇▇;
WHEREAS, the Parties acknowledge that Section
5.2.4(c) of the Agreement currently requires Helios to transfer ownership
or control of all newly formed or acquired Subsidiaries to the Trust, and now
agree that such transfers shall not be required, provided that cash flows,
receivables, and financial metrics of said Subsidiaries remain integrated under
the Agreement's reporting and control framework;
WHEREAS, the Parties have agreed
that, in the event that ▇▇▇▇▇'▇ Investors Service downgrades Colombia's
long-term foreign currency issuer rating to Ba1 or below,
thereby aligning with the existing speculative-grade ratings affirmed by Fitch
Ratings and S&P Global Ratings (currently BB+), the amortization structure
for any future Advances under this Agreement shall shift to seventy-five
percent (75%) in U.S. Dollars at 15% fixed interest and twenty-five percent (25%) in Colombian Pesos at 18%
fixed interest. All Advances disbursed prior to such downgrade
shall remain subject to the original 50/50 amortization structure;
WHEREAS, the Parties agree to include a new provision requiring
Energea's prior written approval of all equipment
specifications under the applicable Minimum Technical Requirements
(MTRs), and to make such approval a condition precedent to disbursement of any
EPC Advance;
WHEREAS, the Parties acknowledge that, while the Trust Agreement
has not yet been executed, the absence of such execution shall not prevent the
effectiveness of the Agreement as of June 2025, provided that the execution of
the Trust Agreement shall remain a binding post-closing obligation;
WHEREAS,
the Parties have agreed to amend the dispute resolution framework set forth in
the Agreement to adopt a tiered arbitration structure, whereby disputes under
USD 2 million shall be resolved through local arbitration in Bogotá, and
disputes equal to or greater than USD 2 million shall be resolved through
expedited ICC arbitration.
WHEREAS,
the Parties wish to amend and restate the definition of "Material Adverse
Effect" to provide enhanced clarity regarding the scope of events or
circumstances that may materially affect the Borrower's financial condition,
performance, enforceability of obligations, or the value and priority of
Collateral under the Agreement;
NOW, THEREFORE, in consideration of the mutual covenants herein
and for good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the Parties agree to amend the Agreement as follows:
AMENDED CLAUSES
1. Amendment and Restatement of Section 1.45 - Operational
Assigned Manager
Section 1.45 of the Agreement is hereby amended and restated
in its entirety as follows:
"1.45 Operational Assigned Manager means
the individual designated to serve as the Chief Executive Officer (CEO) of
Helios and its Subsidiaries, with full authority over governance and
operational decision-making, including strategic, financial, and operational
matters. The designation of the Operational Assigned Manager as CEO shall not,
in and of itself, be construed as implying legal representation under Colombian
Commercial Law or any other applicable regulations, unless otherwise expressly
determined by Helios in accordance with its corporate governance structure.
The initial Operational Assigned Manager shall be ▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇. Within thirty (30) days following the effectiveness
of this Agreement, the Board of Directors of Helios shall formally ratify his
designation in accordance with the corporate governance procedures of Helios.
Helios shall also amend its bylaws within sixty (60) days of effectiveness to
formally codify this role and structure. Any subsequent replacement of the
Operational Assigned Manager shall be subject to Energea's prior written
approval.
Helios shall grant ▇▇. ▇▇▇▇▇▇▇▇▇ a general and irrevocable power
of attorney sufficient to enable him to execute, perform, and enforce all
agreements, financial transactions, regulatory filings, and operational
decisions necessary to fulfill Helios's obligations under the Agreement and
related documents. Any revocation, limitation, or suspension of such power of
attorney without the prior written consent of Energea shall constitute a material
breach of this Agreement and may trigger an Event of Default under
Section 6.1."
2. Ammendment and Restatement of Section 1.49 - Projects
Section 1.49 of the Agreement is hereby amended and restated
in its entirety as follows:
"1.49 Projects means all solar energy
projects owned and/or operated by Helios or any of its Subsidiaries, including
but not limited to:
1.49.1 Government Projects means
solar energy projects financed or subsidized by government programs or
agencies, including renewable energy initiatives, microgrid systems, and other
installations in Zonas No Interconectadas (ZNI) designated by government
policy. These projects are subject to the terms, conditions, and oversight of
the applicable Government Authorities and generate Government Payments as
defined in this Agreement.
1.49.2 Energea Projects means solar
energy projects developed, owned, or operated by Helios or its Subsidiaries
that are financed, in whole or in part, through this Agreement.
1.49.3 Commercial and Distributed
Projects means any solar energy project developed, owned, or operated by
Helios or its Subsidiaries under models permitted by Colombian electricity law
and regulation, including but not limited to:
·
self-generation
projects in the commercial and industrial (C&I) sectors;
·
distributed solar
generation projects involving energy communities (comunidades energéticas);
·
participation by or
in favor of marginal producers;
·
arrangements
structured as virtual self-generation (autogeneración virtual); and
·
any other legally
recognized model of distributed generation, collective generation, or
authorized self-supply permitted by Colombian regulatory authorities.
For the avoidance of doubt, the inclusion
of Commercial and Distributed Projects within the scope of "Projects" shall not
be construed as granting Helios the right to undertake such Projects without
Energea's prior written consent in any instance where (i) Advances under this
Agreement are intended to be used; (ii) such Projects are reasonably expected
to affect the Debt Service Coverage Ratio (DSCR), Debt Service and Corporate
Coverage Ratio (DSCCR), or any other financial covenant; (iii) such Projects
would result in new financial liabilities; or (iv) the revenues or assets of
such Projects are intended to be included within the financial reporting or
security structure of this Agreement."
3. Amendment and Restatement of Section
1.66 - Trustee
Section 1.66 of the Agreement is hereby
amended and restated in its entirety as follows:
"1.66 Trustee means any fiduciary entity duly
authorized to operate in Colombia under applicable financial and fiduciary
regulations, which shall be appointed by Helios and approved in writing by
Energea. The Trustee shall be responsible for the independent administration,
custody, investment, and disbursement of the Trust's funds and assets in
accordance with the terms of the Trust Agreement and all applicable laws.
The Trustee shall act solely in its
fiduciary capacity and shall not be deemed an agent or representative of either
Party under this Agreement. Once appointed, the Trustee may only be replaced
with Energea's prior written consent.
For the avoidance of doubt, while the
Trust Agreement has not yet been executed, its implementation remains a binding
obligation of Helios and shall be completed as a post-closing requirement. The
Agreement shall remain fully effective notwithstanding the current absence of
the Trust, provided that all future Advances shall be subject to the
establishment and activation of such Trust upon written request by Energea."
4. Insertion of Section 1.73 - Definition
of Indebtedness
A new Section 1.73 is hereby inserted into
the Agreement as follows:
"1.73 Indebtedness means any and all obligations of Helios or
its Subsidiaries, whether direct or indirect, current or contingent, secured or
unsecured, that:
(i) arise from financial or corporate borrowings, including but
not limited to loans, lines of credit, promissory notes, debentures, or other
debt instruments;
(ii) result from obligations to suppliers under deferred payment
terms, commercial or operational agreements, or project-related accounts
payable;
(iii) derive from any leasing, factoring, or similar financial
arrangement; or
(iv) generate, accrue, or are otherwise subject to the payment of
interest or other financial charges.
For the avoidance of doubt, Indebtedness shall include all
obligations that have a financial repayment component, whether classified as
financial debt, commercial liabilities, or quasi-debt instruments, regardless
of whether recorded as such in Helios's audited financial statements."
5. Amendment and Restatement of Section 3.1.6 - Termination of
Existing Indebtedness
Section 3.1.6 of the Agreement is hereby amended and restated
in its entirety as follows:
"3.1.6 Repayment of Existing Indebtedness. The existing
indebtedness of Helios and its Subsidiaries, as listed in the
updated Schedule 4 - Corporate Debt, shall be repaid in priority using
Advances disbursed under this Agreement over a period not to exceed six (6)
months following the date of this Addendum, which shall constitute
the date of effectiveness of the Agreement for purposes of this
Section 3.1.6. A minimum of fifty percent (50%) of such debt shall be repaid
within the first three (3) months.
Such repayment shall be made in accordance with drawdown
procedures and disbursement controls set forth in this Agreement. Helios shall
provide evidence of each repayment within five (5) Business Days of execution,
including payoff confirmations and lien release documentation where applicable.
For the avoidance of doubt, this obligation shall not be deemed a
Condition Precedent to the effectiveness of the Agreement. Failure to comply
with this repayment schedule shall constitute a Material Breach under Section
6.1 and may trigger an Event of Default."
6. Amendment and Restatement of Section 3.1.10 - Corporate
Governance Adjustments
Section 3.1.10 of the Agreement is hereby amended and
restated in its entirety as follows:
"3.1.10 Corporate Governance
Adjustments. Helios shall implement the necessary corporate governance
adjustments to ensure full compliance with this Agreement. Such adjustments may
be effected through amendments to its bylaws, corporate charter, or other
governing instruments, or through resolutions adopted by its Board of Directors
or Shareholders' Assembly, as applicable, provided that the following
conditions are met:
(a) The Operational Assigned Manager shall
oversee governance and decision-making exclusively for Helios. The designation
of the Operational Assigned Manager as CEO and the granting of full authority
over strategic, financial, and operational matters shall not require amendments
to Helios's bylaws or corporate charter, but shall be subject to formal
ratification by the Board of Directors within thirty (30) days of the date of
this Addendum. Helios shall amend its bylaws within sixty (60) days thereafter
to formally codify the governance structure.
(b) The Board of Directors of Helios shall
be authorized to make decisions related to the performance of this Agreement
and any Loan Document, including the use of Advances, financial administration,
and implementation of project-related obligations, subject to the affirmative
vote of the Operational Assigned Manager.
(c) The Shareholders' Assembly of Helios
shall be restricted from modifying the bylaws, reversing corporate actions
related to this Agreement, or taking any action that would materially affect
Energea's rights or security interests, without:
(i) Providing Energea with at least
five (5) Business Days' prior written notice of the proposed changes; and
(ii) Obtaining Energea's prior
written approval, if Energea reasonably determines that the proposed change
could constitute or lead to a material adverse effect, breach of covenant, or
impairment of enforceability.
Any such approved modifications must be
reported to Energea within ten (10) days of their approval and implementation.
(d) Any additional governance measures
required to preserve the enforceability of this Agreement or safeguard
Energea's collateral rights shall be promptly adopted by Helios upon Energea's
reasonable request."
7. Amendment and Restatement of Section 5.2.4(c) - Management of
Subsidiaries
Section 5.2.4(c) of the Agreement is hereby amended and restated
in its entirety as follows:
"5.2.4(c) Management of Subsidiaries. Helios shall ensure
that all newly formed or acquired Subsidiaries are duly incorporated and
registered in accordance with applicable Colombian law, including timely
registration with the relevant Chamber of Commerce. Such Subsidiaries shall be
managed directly by Helios in accordance with the governance and reporting
obligations set forth in this Agreement.
While all revenues, receivables, and contractual rights arising
from such Subsidiaries shall be fully integrated into the financial and
operational structure of the Agreement (including DSCR/DSCCR measurement,
Monthly Reports, and Trust administration), it shall not be necessary for
Helios to transfer, pledge, or otherwise assign ownership of such Subsidiaries'
equity interests to the Trust as Collateral.
For the avoidance of doubt, this clause shall not be construed as
a waiver of Energea's collateral rights over project-level cash flows,
receivables, or other assets contractually linked to any Advance under this
Agreement."
8. Amendment and Restatement of Section 5.4.3
- Reserve Requirement
Section 5.4.3 of the Agreement is hereby amended and restated
in its entirety as follows:
"5.4.3 Reserve Requirement.
(a) Maintenance of Reserve. Helios shall maintain an
aggregate balance in the Trust Account (the "Reserve") at all times equal to
the sum of the total Service of Debt for the preceding calendar month,
multiplied by three (3) (the "Reserve Threshold"). For illustrative purposes,
if the Service of Debt for the preceding month was $100, the Reserve Threshold
shall be $300.
(b) Initial Reserve Funding Requirement. The Reserve
shall be initially funded using proceeds from the first Advance disbursed under
this Agreement following the date of this Addendum. Such Advance shall be
disbursed directly to Helios and shall be used, at a minimum, to satisfy the
initial Reserve Requirement. Any remaining portion of the Advance may be
applied toward repayment of existing indebtedness or other approved working
capital purposes, provided that such uses are specified in the corresponding Advance
Request and have received Energea's prior written approval.
(c) Replenishment Obligation. If the balance in the
Trust Account falls below the Reserve Threshold (a "Reserve Shortfall"), Helios
shall replenish the Reserve within the applicable Cure Period specified in
Section 6.4 by depositing or transferring sufficient funds to restore the
Reserve to the full Reserve Threshold. Helios may use Working Capital Advances
under this Agreement to fulfill such replenishment, subject to Energea's prior
written approval and provided that such use does not violate any other covenants,
including limitations on Debt-to-Equity Ratio or Lien Priority.
(d) Monitoring and Notification. The Trustee shall
monitor the Reserve balance and notify both Helios and Energea in writing if
the balance falls below the Reserve Threshold. Such notice shall include (i)
the amount of the Reserve Shortfall, and (ii) the amount to be deposited to
restore compliance.
(e) Cure Rights. Helios may cure any Reserve-related
Default by delivering a Cure Notice to Energea on or before the date of
submission of the applicable Financial Certificate. The Cure Notice shall
include:
(i) the amount of the Reserve
Shortfall; and
(ii) a calculation evidencing
that the deposit will restore full compliance with the Reserve Threshold.
Helios shall fund the Reserve Shortfall in full within the
applicable Cure Period, subject to Energea's review and non-objection.
(f) Grace Period for Delayed Revenues. Helios may
request an extension of the Cure Period if the Reserve Shortfall results
directly from delayed payments by designated revenue sources (e.g., government
subsidies). Such request shall include:
(i) documentary evidence that
▇▇▇▇▇▇ has initiated appropriate legal recourse (such as a Tutela) to recover
the unpaid subsidies; and
(ii) demonstration of good
faith efforts to cure the shortfall, including communications and partial
deposits.
Energea shall not unreasonably withhold approval of an extension
request made in good faith and supported by evidence under this clause.
(g) Interim Reserve Arrangement. Until the execution and effectiveness of the Trust Agreement and
appointment of the Trustee:
(i) Helios shall establish and
maintain a dedicated, segregated bank account (the "Interim Reserve Account") at
a reputable financial institution subject to prior written approval by Energea,
to be used exclusively for funding and holding the Reserve required under
Section 5.4.3.
(ii) The Interim Reserve
Account shall be established under ▇▇▇▇▇▇'s name but shall remain subject to
monthly verification by Energea. No funds shall be withdrawn from the Interim
Reserve Account without Energea's prior written approval.
(iii) Upon execution and
activation of the Trust Agreement, ▇▇▇▇▇▇ shall immediately transfer all funds
from the Interim Reserve Account into the designated Reserve Account
administered by the Trustee, with evidence of such transfer provided to Energea
within five (5) Business Days."
9. Amendment of Schedules 1 and 8
Schedules 1 and 8 of the Agreement are hereby amended and replaced
in their entirety with the revised versions attached to this Addendum as Annex
1 and Annex 2, respectively. As of the date of this
Addendum, all references to Schedules 1 and 8 in the Agreement shall be deemed
to refer to the updated versions annexed hereto. These amended Schedules shall
be considered an integral part of the Agreement and shall supersede in full the
previous versions.
10. Effectiveness and Waiver of Certain Conditions Precedent
Notwithstanding anything to the contrary in Section 3.1 of the
Agreement, the Parties agree that the Agreement, as amended by this Addendum,
shall be deemed fully effective as of the date of this Addendum (June [•], 30, 2025).
For the avoidance of doubt, any Conditions Precedent listed in
Section 3.1 that remain unfulfilled as of the date of this Addendum are hereby
waived for purposes of effectiveness only, and shall not impair the
validity, enforceability, or binding nature of the Agreement.
Such unfulfilled Conditions Precedent, including but not limited
to the execution of the Trust Agreement and the registration or implementation
of applicable corporate authorizations, shall remain in full force as post-closing
obligations and must be fulfilled by Helios in accordance with a
timeline reasonably designated by Energea in writing.
11. Insertion of Section 5.6 - Equipment
Approval and MTR Compliance
A new Section 5.6 is hereby inserted into the Agreement as
follows:
"5.6 Equipment Approval and Minimum Technical Requirements (MTRs).
(a) Adopted MTR Standards. Helios acknowledges and
agrees that Energea has issued a binding list of Minimum Technical Requirements
("MTRs") applicable to all Projects developed, owned, or operated by Helios or
its Subsidiaries. These MTRs specify the only permitted equipment types,
manufacturers, models, certifications, and performance standards authorized for
use.
(b) Mandatory Compliance. Helios shall ensure that all
equipment installed in any Project-regardless of the source of funds-complies
strictly with the MTRs. Any equipment not included in the MTR list shall be
deemed non-compliant and shall not be eligible for installation or use in any
Project covered by this Agreement.
(c) Request for Exception or Inclusion. If Helios wishes
to use any equipment not listed in the approved MTRs, it must submit a formal
written request to Energea. The request must include technical specifications,
origin details, and justification. Energea may approve or reject such request
in its sole discretion.
(d) Condition Precedent. Use of any non-compliant
equipment without prior written Energea approval shall constitute
a Material Breach of this Agreement and may trigger an Event of
Default under Section 6.1. No EPC Advance shall be disbursed unless
Energea has confirmed in writing that all equipment for the related Project is
compliant with the current MTRs or has been expressly approved in writing."
12. Insertion of Section 5.7 - Amortization Adjustment Trigger
(▇▇▇▇▇'▇ Downgrade)
A new Section 5.7 is hereby inserted into the Agreement as
follows:
"5.7 Amortization Adjustment Trigger - Sovereign Downgrade.
(a) Trigger Event. In the event that ▇▇▇▇▇'▇
Investors Service downgrades the Republic of Colombia's long-term foreign
currency issuer rating to Ba1 or lower, thereby aligning with the existing
speculative-grade ratings assigned by Fitch Ratings and S&P
Global Ratings (currently BB+), the amortization structure for
all future Advances under this Agreement shall automatically adjust
as set forth in subsection (b).
(b) Adjusted Structure. Any Advance disbursed following
the occurrence of the downgrade specified in subsection (a) shall be amortized
as follows:
(i) Seventy-five percent
(75%) in U.S. Dollars (USD) at 15% fixed annual interest;
and
(ii) Twenty-five percent
(25%) in Colombian Pesos (COP) at 18% fixed annual
interest.
(c) Preservation of Original Terms. All Advances
disbursed prior to the occurrence of such downgrade shall remain subject to the
amortization structure in effect at the time of their disbursement and shall
not be affected by the adjustment described in this Section.
(d) Confirmation Notice. Upon the occurrence of the
downgrade, Energea shall issue a written notice to Helios confirming the
effective date of the adjusted amortization structure, which shall apply
prospectively to all Advances issued thereafter."
13. Amendment and Restatement of Section 11 -
Dispute Resolution
Section 11 of the Agreement is hereby amended and
restated in its entirety as follows:
"11. Dispute Resolution. Any dispute, controversy, or claim arising out of
or relating to this Agreement, including its interpretation, performance,
breach, or termination, shall be resolved as follows:
(a) For
disputes where the aggregate amount in controversy is less
than USD 2,000,000, such dispute shall be submitted to binding
arbitration administered by the Centro de Arbitraje y Conciliación de la Cámara
de Comercio de Bogotá, in accordance with its rules in effect
at the time of the dispute. The place of arbitration shall be Bogotá, Colombia.
The arbitral tribunal shall consist of a single arbitrator and the language of
arbitration shall be Spanish.
(b) For
disputes where the amount in controversy is equal to or greater than USD 2,000,000,
such dispute shall be submitted to binding expedited arbitration administered by
the International Chamber of Commerce (ICC), in accordance
with its Expedited Arbitration Rules. The seat of arbitration shall be Bogotá,
Colombia. The tribunal shall consist of a sole arbitrator unless otherwise
agreed by the Parties. The language of arbitration shall be Spanish."
14. Amendment and Restatement of Section 1.52 -
Material Adverse Effect
Section
1.52 of the Agreement is hereby amended and restated in its entirety as
follows:
1.52
Material Adverse Effect means, with respect to any Person or any matter,
any event, circumstance, change or effect that individually or in the aggregate
has a material adverse effect on: (i) the
business, financial condition, operations, performance, properties, or
prospects of such Person; (ii) the
ability of such Person to perform its obligations under the Loan Documents; (iii) the
legality, validity, binding effect, or enforceability of any Loan Document or
the rights and remedies of the Lender thereunder; or (iv) the
value, enforceability, or priority of the Collateral or the Lender's security
interests therein.
CLOSING REMARKS
Except as expressly modified herein, all other terms, conditions,
and obligations under the Agreement shall remain in full force and effect. This
Addendum shall be deemed an integral part of the Agreement and shall be
construed accordingly.
This Addendum shall be governed by and construed in accordance
with the governing law provisions set forth in the Agreement.
This Addendum may be executed in multiple counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument.
SignaturesSIGNATURES
Energea Portfolio 5 LATAM LLC
By:
By:
Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
Title: Managing Partner
Date: June 30, 2025
Title: Managing Partner
Date: June 30, 2025
Helios Energía S.A.S. E.S.P.
By:
By:
Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Legal Representative
Date: June 30, 2025
Title: Legal Representative
Date: June 30, 2025
Helios Energía S.A.S. E.S.P.
By:
By:
Name: ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇
Title: Operational Assigned Manager
Date: June 30, 2025
Title: Operational Assigned Manager
Date: June 30, 2025