FIRST AMENDMENT TO CREDIT AND GUARANTY AGREEMENT
THIS FIRST AMENDMENT TO CREDIT AND GUARANTY AGREEMENT (this “Amendment”) is dated as of November 6, 2017 and is entered into by and among TERRAFORM POWER OPERATING, LLC, a Delaware limited liability company (“Borrower”), TERRAFORM POWER, LLC, a Delaware limited liability company (“Holdings”), CERTAIN SUBSIDIARIES OF BORROWER, as Guarantors, the Lenders party hereto, and HSBC BANK USA, NATIONAL ASSOCIATION, as Administrative Agent acting with the consent of the Lenders, and is made with reference to that certain CREDIT AND GUARANTY AGREEMENT dated as of October 17, 2017 (the “Credit Agreement”) by and among Borrower, Holdings, the subsidiaries of the Borrower named therein, the Lenders, the Issuing Banks, the Administrative Agent, the Collateral Agent and the other Agents named therein. Capitalized terms used herein without definition shall have the same meanings herein as set forth in the Credit Agreement after giving effect to this Amendment.
WHEREAS, the Credit Parties have requested that Lenders agree to amend certain provisions of the Credit Agreement as provided
WHEREAS, each existing Lender that executes and delivers a signature page to this Amendment will thereby agree to the terms of this Amendment;
WHEREAS, reference is made to the Term Loan and Guaranty Agreement dated as of the date hereof among Borrower, Holdings, certain subsidiaries of Borrower party thereto, as guarantors, the lenders party thereto from time to time, and Royal Bank of Canada, as administrative agent and collateral agent, pursuant to which the Lenders party thereto have agreed to make senior secured term loans denominated in Dollars in the amount of $350,000,000;
WHEREAS, subject to certain conditions, Lenders are willing to agree to such amendments relating to the Credit Agreement.
NOW, THEREFORE, in consideration of the premises and the agreements, provisions and covenants herein contained, the parties hereto agree as follows:
AMENDMENTS TO CREDIT AGREEMENT
Amendments to Section 1.1: Definitions.
A. Section 1.1 of the Credit Agreement is hereby amended by adding the following definitions in proper alphabetical sequence:
“Existing Term Loan Refinancing Cap” means an amount equal to the sum of (x) $450,000,000 and (y) additional amounts from time to time if, immediately after giving effect to the incurrence of such additional amounts (but without giving effect to any amount incurred simultaneously under the immediately preceding clause (x)) and the application of