Archaea Energy Inc.: M&A transaction — BP completes acquisition of Archaea Energy for $26.00 per share; stock delisted

(i) the Company’s Amended and Restated Certificate of Incorporation, as in effect immediately prior to the Effective Time, was amended and restated in its entirety (the “Charter”)

and (ii) the Company’s Bylaws, as in effect immediately prior to the Effective Time, were amended and restated in their entirety (the “Bylaws”).

On December 28, 2022 (the “Closing Date”), upon the terms and subject to the conditions set forth in the Merger Agreement, Merger Sub merged with and into the Company with the Company continuing as the surviving corporation and a wholly owned subsidiary of Parent (the “Company Merger”), and Opco Merger Sub merged with and into Opco with Opco continuing as the surviving company and a wholly owned subsidiary of Parent (the “Opco Merger” and, together with the Company Merger, the “Mergers”).

the (i) 3.75% Senior Secured Notes due September 30, 2031 issued by Assai Energy, LLC, a wholly owned subsidiary of the Company (“Assai”), pursuant to the Note Purchase Agreement, dated January 15, 2021, as amended, restated, amended and restated or otherwise modified from time to time, among Assai, as issuer, and each of the purchasers party thereto, and (ii) the 4.47% Senior Secured Notes due September 30, 2041 issued by Assai pursuant to that certain Note Purchase Agreement, dated April 5, 2021, as amended, restated, amended and restated or otherwise modified from time to time, among Assai, as issuer, and each of the purchasers party thereto were terminated, and all obligations and guarantees thereunder were repaid in full and discharged and all liens granted in connection therewith were released.

In connection with the Mergers, borrowings outstanding under the Revolving Credit and Term Loan Agreement, dated as of September 15, 2021, as amended, restated, amended and restated or otherwise modified from time to time, among the Company, the subsidiaries identified therein, Comerica Bank, as administrative agent, and the lending institutions from time to time party thereto, were repaid in full and all obligations and guarantees thereunder were discharged and all liens granted in connection therewith were released.

Also in connection with the Mergers, the Warrant Agreement (as defined below), as amended, was automatically terminated immediately following the effective time of the Opco Merger (the “Opco Merger Effective Time”), except with respect to the right to receive the Per Warrant Redemption Amount (as defined below).

the (i) 3.75% Senior Secured Notes due September 30, 2031 issued by Assai Energy, LLC, a wholly owned subsidiary of the Company (“Assai”), pursuant to the Note Purchase Agreement, dated January 15, 2021, as amended, restated, amended and restated or otherwise modified from time to time, among Assai, as issuer, and each of the purchasers party thereto, and (ii) the 4.47% Senior Secured Notes due September 30, 2041 issued by Assai pursuant to that certain Note Purchase Agreement, dated April 5, 2021, as amended, restated, amended and restated or otherwise modified from time to time, among Assai, as issuer, and each of the purchasers party thereto were terminated, and all obligations and guarantees thereunder were repaid in full and discharged and all liens granted in connection therewith were released.