TPI Composites, Inc. (a Delaware corporation) [●] Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • July 11th, 2016 • Tpi Composites, Inc • Engines & turbines • New York
TPI COMPOSITES, INC. AND U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of March 3, 2023 5.25% Convertible Senior Notes due 2028Indenture • March 3rd, 2023 • Tpi Composites, Inc • Engines & turbines • New York
INDENTURE, dated as of March 3, 2023, between TPI COMPOSITES, INC., a Delaware corporation, as issuer (the “Company,” as more fully set forth in Section 1.01) and U.S. Bank Trust Company, National Association, a national banking association, as trustee (the “Trustee,” as more fully set forth in Section 1.01).
CREDIT AGREEMENT dated as of April 6, 2018 among TPI COMPOSITES, INC., as the Borrower The Lenders Party Hereto JPMORGAN CHASE BANK, N.A. as Administrative Agent and WELLS FARGO BANK, NATIONAL ASSOCIATION and CAPITAL ONE, NATIONAL ASSOCIATION as...Credit Agreement • May 3rd, 2018 • Tpi Composites, Inc • Engines & turbines • New York
CREDIT AGREEMENT (this “Agreement”) dated as of April 6, 2018 among TPI COMPOSITES, INC., a Delaware corporation (the “Borrower”), the LENDERS from time to time party hereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent and WELLS FARGO BANK, NATIONAL ASSOCIATION and CAPITAL ONE, NATIONAL ASSOCIATION, as Co-Syndication Agents.
INDEMNIFICATION AGREEMENTIndemnification Agreement • June 17th, 2016 • Tpi Composites, Inc • Engines & turbines • Delaware
This Indemnification Agreement (“Agreement”) is made as of by and between TPI Composites, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).
TPI Composites, Inc. (a Delaware corporation) 4,500,000 Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • May 1st, 2017 • Tpi Composites, Inc • Engines & turbines • New York
WARRANT AGREEMENT To Purchase Shares of Preferred Stock of TPI COMPOSITES, INC. Dated as of [•] (the “Effective Date”)Warrant Agreement • June 17th, 2016 • Tpi Composites, Inc • Engines & turbines • Delaware
WHEREAS, TPI COMPOSITES, INC., a Delaware corporation, has entered into a Super Senior Redeemable Preferred Stock Purchase Agreement dated as of the date hereof (the “Purchase Agreement”) with [•], a Delaware limited partnership (the “Warrantholder”);
SUPPLY AGREEMENTSupply Agreement • April 20th, 2017 • Tpi Composites, Inc • Engines & turbines • New York
This SUPPLY AGREEMENT (this “Agreement”) is entered into as of September 28, 2016 (the “Effective Date”), by and between GENERAL ELECTRIC INTERNATIONAL, INC., a Delaware corporation, through its GE RENEWABLE ENERGY BUSINESS, having a principal place of business at 1 River Road, Schenectady, NY 12345 (“GEREN” or “Buyer”) and TPI MEXICO III, LLC, a Delaware limited liability company, having a principal place of business at 8501 North Scottsdale Road, Suite 100, Scottsdale, AZ 85253 (“Seller”).
FIRST AMENDMENT To SUPPLY AGREEMENT Between GENERAL ELECTRIC INTERNATIONAL, INC. And TPI MEXICO, LLCSupply Agreement • December 30th, 2020 • Tpi Composites, Inc • Engines & turbines • New York
This FIRST AMENDMENT (the “First Amendment”) to the SUPPLY AGREEMENT is entered into as of September 28, 2016 (the “Effective Date”) between GENERAL ELECTRIC INTERNATIONAL, INC., a Delaware corporation, through its GE RENEWABLE ENERGY BUSINESS (formerly known as its GE Power & Water Business), having a principal place of business at 1 River Road, Schenectady, NY 12345 (“Buyer” or “GEREN”) and TPI Mexico, LLC, a Delaware limited liability company, having a principal place of business at 8501 N. Scottsdale Road, Suite 100, Scottsdale, AZ 85253 (“Seller”).
SUPPLY AGREEMENTSupply Agreement • May 23rd, 2016 • Tpi Composites, Inc • Engines & turbines • New York
This SUPPLY AGREEMENT (“Agreement”) is entered into as of January 1, 2007 (“Effective Date”), by and between GENERAL ELECTRIC INTERNATIONAL, INC., a Delaware corporation, through its GE ENERGY BUSINESS, having a principal place of business at 4200 Wildwood Parkway, Atlanta, GA 30339 (“GEE” or “Buyer”), and TPI China, LLC, a Delaware limited liability company, having a principal place of business at 373 Market Street, Warren, RI 02885 (“Seller”).
CREDIT AGREEMENT AND GUARANTY dated as of December 14, 2023 by and among TPI COMPOSITES, INC., as the Borrower, THE SUBSIDIARY GUARANTORS FROM TIME TO TIME PARTY HERETO, as the Guarantors, THE LENDERS FROM TIME TO TIME PARTY HERETO as the Lenders, and...Credit Agreement • December 14th, 2023 • Tpi Composites, Inc • Engines & turbines • New York
CREDIT AGREEMENT AND GUARANTY, dated as of December 14, 2023 (this “Agreement”), among TPI COMPOSITES, INC., a Delaware corporation (the “Borrower”), the Subsidiaries of the Borrower required to provide Guarantees from time to time hereunder (each a “Guarantor” and collectively, the “Guarantors”), the lenders from time to time party hereto (each a “Lender” and collectively, the “Lenders”), and OAKTREE FUND ADMINISTRATION, LLC, as administrative agent for the Lenders (in such capacity, the “Administrative Agent”).
SUPPLY AGREEMENTSupply Agreement • June 17th, 2016 • Tpi Composites, Inc • Engines & turbines • New York
This SUPPLY AGREEMENT (“Agreement”) is entered into as of September 6, 2007 (“Effective Date”), by and between GENERAL ELECTRIC INTERNATIONAL, INC., a Delaware corporation, through its GE ENERGY BUSINESS, having a principal place of business at 4200 Wildwood Parkway, Atlanta, GA 30339 (“GEE” or “Buyer”), and TPI Iowa, LLC, a Delaware limited liability company, having a principal place of business at 373 Market Street, Warren, RI 02885 (“Seller”).
TPI COMPOSITES, INC. THIRD AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT June 17, 2010Investor Rights Agreement • June 17th, 2016 • Tpi Composites, Inc • Engines & turbines • Delaware
This THIRD AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of June 17, 2010, by and among TPI Composites, Inc., a Delaware corporation (the “Company”), the persons and entities set forth in the Schedule of Investors attached hereto as Exhibit A (as the same may be supplemented and amended from time to time as provided to herein) (each, an “Investor,” and together, the “Investors”).
FINANCING AGREEMENT Dated as of August 19, 2014 by and among TPI COMPOSITES, INC. AND EACH SUBSIDIARY OF TPI COMPOSITES, INC. LISTED AS A BORROWER ON THE SIGNATURE PAGES HERETO, as Borrowers, EACH SUBSIDIARY OF TPI COMPOSITES, INC. LISTED AS A...Financing Agreement • June 17th, 2016 • Tpi Composites, Inc • Engines & turbines • New York
Financing Agreement, dated as of August 19, 2014, by and among TPI Composites, Inc., a Delaware corporation (the “Parent”), each subsidiary of the Parent listed as a “Borrower” on the signature pages hereto (together with the Parent and each other Person that executes a joinder agreement and becomes a “Borrower” hereunder, each a “Borrower” and collectively, the “Borrowers”), each subsidiary of the Parent listed as a “Guarantor” on the signature pages hereto (together with the Parent and each other Person that executes a joinder agreement and becomes a “Guarantor” hereunder or otherwise guaranties all or any part of the Obligations (as hereinafter defined), each a “Guarantor” and collectively, the “Guarantors”), the lenders from time to time party hereto (each a “Lender” and collectively, the “Lenders”), Highbridge Principal Strategies, LLC, a Delaware limited liability company (“Highbridge”), as collateral agent for the Lenders (in such capacity, together with its successors and assig
AMENDMENT NO. 1 Dated as of May 24, 2019 to CREDIT AGREEMENT Dated as of April 6, 2018Credit Agreement • August 7th, 2019 • Tpi Composites, Inc • Engines & turbines • New York
THIS AMENDMENT NO. 1 (this “Amendment”) is made as of May 24, 2019 by and among TPI COMPOSITES, INC. a Delaware corporation (the “Borrower”), the financial institutions listed on the signature pages hereof and JPMORGAN CHASE BANK, N.A., as Administrative Agent (the “Administrative Agent’), under that certain Credit Agreement dated as of April 6, 2018 by and among the Borrower, the Lenders and the Administrative Agent (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings given to them in the Credit Agreement.
AMENDMENT NO. 5 TO FINANCING AGREEMENTFinancing Agreement • May 5th, 2017 • Tpi Composites, Inc • Engines & turbines • New York
AMENDMENT NO. 5 TO FINANCING AGREEMENT (this “Amendment”), dated as of December 30, 2016, to the Financing Agreement, dated as of August 19, 2014 (as amended, restated, supplemented or otherwise modified from time to time, the “Existing Financing Agreement”), by and among TPI Composites, Inc., a Delaware corporation (the “Parent”), each subsidiary of the Parent listed as a “Borrower” on the signature pages thereto (together with the Parent and each other Person that executes a joinder agreement and becomes a “Borrower” thereunder, each a “Borrower” and collectively, the “Borrowers”), each subsidiary of the Parent listed as a “Guarantor” on the signature pages thereto (together with each other Person that executes a joinder agreement and becomes a “Guarantor” thereunder or otherwise guaranties all or any part of the Obligations (as defined in the Financing Agreement), each a “Guarantor” and collectively, the “Guarantors”), the lenders listed under the captions “Continuing Lenders” (the
EMPLOYMENT AGREEMENTEmployment Agreement • February 25th, 2021 • Tpi Composites, Inc • Engines & turbines • Arizona
This Employment Agreement (“Agreement”) is between TPI Composites, Inc., a Delaware corporation (the “Company”), and [Name of Executive] (the “Executive”) and is made effective as of [ ], 2020 (the “Effective Date”).
AMENDED AND RESTATED SUPPLY AGREEMENTSupply Agreement • December 30th, 2020 • Tpi Composites, Inc • Engines & turbines • New York
This AMENDED AND RESTATED SUPPLY AGREEMENT (“Agreement”) is entered into as of September 28, 2016 (the “Effective Date”), by and between GENERAL ELECTRIC INTERNATIONAL, INC., a Delaware corporation, through its GE RENEWABLE ENERGY BUSINESS (formerly known as its GE Power & Water Business), having a principal place of business at 1 River Road, Schenectady, NY 12345 (“GEREN” or “Buyer”) and TPI Iowa, LLC, a Delaware limited liability company, having a principal place of business at 2300 North 33rd Ave E, P.O. Box 847, Newton, IA 50208 (“Seller”).
TPI COMPOSITES, INC. INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • November 24th, 2021 • Tpi Composites, Inc • Engines & turbines • Delaware
This INVESTOR RIGHTS AGREEMENT dated November 22, 2021 (this “Agreement”) is entered into by and among TPI Composites, Inc., a Delaware corporation (the “Company”), and Oaktree Power Opportunities Fund V (Delaware) Holdings, L.P., a Delaware limited partnership, Opps TPIC Holdings, LLC, a Delaware limited liability company, and Oaktree Phoenix Investment Fund, L.P., a Delaware limited partnership, (each an “Investor” and collectively, the “Investors”), and the Holders that from time to time after the date hereof become a party hereto by executing a joinder in the form attached as Exhibit A hereto.
AMENDED AND RESTATED FINANCING AGREEMENT Dated as of December 30, 2016 by and among TPI COMPOSITES, INC. AND EACH SUBSIDIARY OF TPI COMPOSITES, INC. LISTED AS A BORROWER ON THE SIGNATURE PAGES HERETO, as Borrowers, EACH SUBSIDIARY OF TPI COMPOSITES,...Financing Agreement • April 20th, 2017 • Tpi Composites, Inc • Engines & turbines • New York
Amended and Restated Financing Agreement, dated as of December 30, 2016, by and among TPI Composites, Inc., a Delaware corporation (the “Parent”), each subsidiary of the Parent listed as a “Borrower” on the signature pages hereto (together with the Parent and each other Person that executes a joinder agreement and becomes a “Borrower” hereunder, each a “Borrower” and collectively, the “Borrowers”), each subsidiary of the Parent listed as a “Guarantor” on the signature pages hereto (together with each other Person that executes a joinder agreement and becomes a “Guarantor” hereunder or otherwise guaranties all or any part of the Obligations (as hereinafter defined), each a “Guarantor” and collectively, the “Guarantors”), the lenders from time to time party hereto (each a “Lender” and collectively, the “Lenders”), HPS Investment Partners, LLC, formerly known as Highbridge Principal Strategies, LLC, a Delaware limited liability company (“HPSIP”), as collateral agent for the Lenders (in su
GROUND LEASEGround Lease • June 17th, 2016 • Tpi Composites, Inc • Engines & turbines • New Mexico
THIS GROUND LEASE (“Lease”), dated as of April 2014 (the “Effective Date”), is made by and between Lanestone 1, LLC authorized to do business in the State of New Mexico (“Landlord”), and TPI Mexico, LLC, a Delaware limited liability company (“Tenant”), with respect to the following facts:
SUPPLY AGREEMENTSupply Agreement • February 18th, 2016 • Tpi Composites, Inc • Engines & turbines • New York
This SUPPLY AGREEMENT (“Agreement”) is entered into as of the December 21, 2011 (“Effective Date”), by and between GENERAL ELECTRIC INTERNATIONAL, INC., a Delaware corporation, through its GE ENERGY BUSINESS, having a principal place of business at 4200 Wildwood Parkway, Atlanta, GA 30339 (“GEE” or “Buyer”) and TPI Kompozit Kanat Sanayi ve Ticaret A.S., a Turkey corporation, having a principal place of business at 1.Sokak No:66 Sasah, 35621 Çiğli İzmir, Türkiye (“Seller”).
TPI COMPOSITES, INC. THIRD AMENDED AND RESTATED RIGHT OF FIRST REFUSAL, CO-SALE AND VOTING AGREEMENTVoting Agreement • June 17th, 2016 • Tpi Composites, Inc • Engines & turbines • Delaware
This THIRD AMENDED AND RESTATED RIGHT OF FIRST REFUSAL, CO-SALE AND VOTING AGREEMENT (this “Agreement”) is made and entered into as of June 17, 2010 by and among TPI Composites, Inc., a Delaware corporation (the “Company”), each of the persons and/or entities listed on Exhibit A attached hereto (as the same may be supplemented and amended from time to time as provided to herein) (collectively, the “Investors”), and each of the persons and/or entities listed on Exhibit B attached hereto (as the same may be supplemented and amended from time to time as provided to herein) (collectively, the “Restricted Stockholders”). The Investors and the Restricted Stockholders are referred to collectively herein as the “Stockholders.”
RESTRICTED STOCK UNIT AWARD AGREEMENT FOR COMPANY EXECUTIVES UNDER THE TPI COMPOSITES, INC. AMENDED AND RESTATED 2015 STOCK OPTION AND INCENTIVE PLANRestricted Stock Unit Award Agreement • May 3rd, 2018 • Tpi Composites, Inc • Engines & turbines
Pursuant to the TPI Composites, Inc. Amended and Restated 2015 Stock Option and Incentive Plan as amended through the date hereof (the “Plan”), TPI Composites, Inc. (the “Company”) hereby grants an award of the number of Restricted Stock Units listed above (an “Award”) to the Grantee named above. Each Restricted Stock Unit shall relate to one share of Common Stock, par value $0.01 per share (the “Stock”) of the Company.
Plant and Equipment Lease ContractTpi Composites, Inc • June 17th, 2016 • Engines & turbines
Upon mutual consensus, Party A and Party B reach the following contract in connection with lease of plant and equipment in accordance with the relevant laws and regulations. Both Party A and Party B shall comply with the terms and conditions hereof.
PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD AGREEMENT FOR COMPANY EMPLOYEES UNDER THE TPI COMPOSITES, INC. AMENDED AND RESTATED 2015 STOCK OPTION AND INCENTIVE PLANRestricted Stock Unit Award Agreement • May 3rd, 2018 • Tpi Composites, Inc • Engines & turbines
Pursuant to the TPI Composites, Inc. Amended and Restated 2015 Stock Option and Incentive Plan as amended through the date hereof (the “Plan”), TPI Composites, Inc. (the “Company”) hereby grants an award of the number of Restricted Stock Units listed above (an “Award”) to the Grantee named above. Each Restricted Stock Unit shall relate to one share of Common Stock, par value $0.01 per share (the “Stock”) of the Company.
WARRANT AGREEMENT To Purchase Shares of Common Stock of TPI COMPOSITES, INC. Dated as of [•] (the “Effective Date”)Warrant Agreement • June 17th, 2016 • Tpi Composites, Inc • Engines & turbines • Delaware
WHEREAS, TPI COMPOSITES, INC., a Delaware corporation, has entered into a Note and Warrant Purchase Agreement dated as of the date hereof (the “Purchase Agreement”) with [•] (the “Warrantholder”);
PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD AGREEMENT FOR COMPANY EXECUTIVES UNDER THE TPI COMPOSITES, INC. AMENDED AND RESTATED 2015 STOCK OPTION AND INCENTIVE PLANTpi Composites, Inc • May 3rd, 2018 • Engines & turbines
Pursuant to the TPI Composites, Inc. Amended and Restated 2015 Stock Option and Incentive Plan as amended through the date hereof (the “Plan”), TPI Composites, Inc. (the “Company”) hereby grants an award of the number of Restricted Stock Units listed above (an “Award”) to the Grantee named above. Each Restricted Stock Unit shall relate to one share of Common Stock, par value $0.01 per share (the “Stock”) of the Company.
TPI COMPOSITES, INC. AMENDED & RESTATED INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • December 14th, 2023 • Tpi Composites, Inc • Engines & turbines • Delaware
This AMENDED & RESTATED INVESTOR RIGHTS AGREEMENT dated December 14, 2023 (this “Agreement”) is entered into by and among TPI Composites, Inc., a Delaware corporation (the “Company”), and Oaktree Power Opportunities Fund V (Delaware) Holdings, L.P., a Delaware limited partnership, Opps TPIC Holdings, LLC, a Delaware limited liability company, and Oaktree Phoenix Investment Fund, L.P., a Delaware limited partnership, (each an “Investor” and collectively, the “Investors”), and the Holders that from time to time after the date hereof become a party hereto by executing a joinder in the form attached as Exhibit A hereto.
R E C I T A L SLease Agreement • June 17th, 2016 • Tpi Composites, Inc • Engines & turbines • Chihuahua
NOW THEREFORE, in consideration of the foregoing Recitals and in agreement with the execution hereof, the Parties hereto agree as follows:
CONTRACT This Contract (this “Contract”) is made in Shanghai, People’s Republic of China (“PRC”), on this date of August 4, 2015 by and between TPI Composites (Taicang) Co. Ltd. with its legal address at No. 18 Dagang Road, Taicang Port Development...Contract • June 17th, 2016 • Tpi Composites, Inc • Engines & turbines
status as an employee of the Company and as the Senior Vice President and General Manager - Asia Operations, shall terminate as of December 31, 2015, and thereafter for the remainder of the term Contract, Party B shall serve as a consultant to the Company advising to the Asia CEO of the Company on such matters as determined by the Asia CEO. 2015 12 31 2015 12 31 2015 12 31 2.2 Party B agrees that effective July 21, 2015] he no longer holds the position of Legal Representative and Executive Director of TPI Wind Power Blades (Dafeng) Co. Ltd.(“TPI Dafeng”). In addition, Party B agrees to handover the Company chop and the legal representative chop (bank chop) and bank keys of the Company and TPI Dafeng (as well as any additional other chops of the Company or TPI Dafeng) to the Company’s authorized representative Wayne G. Monie or other designated representative of the Company upon or prior to the signing of this Contract. Effective as of August 4, 2015, the Company acknowledges that i
SETTLEMENT AGREEMENT AND RELEASESettlement Agreement and Release • December 30th, 2020 • Tpi Composites, Inc • Engines & turbines
This Settlement Agreement and Release (hereinafter “Agreement”) is made and entered into as of this 3rd day of June 2016, by and between Nordex SE, Langenhorner Chaussee 600, 22419 Hamburg, Germany on behalf of Nordex SE and any of its Affiliates (hereinafter “Nordex”), and TPI Composites, Inc., 8501 N. Scottsdale Road, Suite 100, Scottsdale, Arizona 85253, on behalf of itself, TPI Kompozit Kanat Sanayi ve Ticaret A.S., and its other Affiliates (hereinafter “TPI”). Nordex and TPI are referred to each individually as a “Party” and collectively as the “Parties”.
ContractLease • March 8th, 2018 • Tpi Composites, Inc • Engines & turbines • Iowa
THIS LEASE is made this 5th day of January, 2018, by and between Phoenix Newton LLC, a Wisconsin limited liability company (“Landlord”), and TPI Iowa II, LLC, a Delaware limited liability company (“Tenant”), who hereby mutually covenant and agree as follows:
ContractTpi Composites, Inc • June 17th, 2016 • Engines & turbines
Lease Contract : 201512001 Contract No.: 201512001 The Landlord: Jiangsu Erhuajie Energy Equipment Co., Ltd. (hereinafter referred to as “Party A”): Registered Address: No. 55, Changzhou Road, Dafeng Industrial Park, High-tech Zone of Changzhou, Dafeng City : Legal Representative of Party A: Hou Debao : The Lessee: TPI Wind Blade Dafeng Co., Ltd. (hereinafter referred to as “Party B”): 1 Registered Address: Building 1, West of Zhangzhou Road, North of Wei San Road, Dafeng Development Zone, Yancheng : Wayne G. Monie Legal Representative of Party B: Wayne G. Monie 55 On basis of equality, free-will, fairness and good faith through consultation, Party A and Party B hereby enter into this Contract in connection with the leasing of the industrial plant and related land located at No. 55, Changzhou Road, Dafeng Industrial Park, High-tech Zone of Changzhou, Dafeng City, Jiangsu Province (subject to the site and scope under the certificate of land use right held by Party A)_(hereinaf
PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD AGREEMENT FOR COMPANY EXECUTIVES UNDER THE TPI COMPOSITES, INC. AMENDED AND RESTATED 2015 STOCK OPTION AND INCENTIVE PLANTpi Composites, Inc • May 3rd, 2018 • Engines & turbines
Pursuant to the TPI Composites, Inc. Amended and Restated 2015 Stock Option and Incentive Plan as amended through the date hereof (the “Plan”), TPI Composites, Inc. (the “Company”) hereby grants an award of the number of Restricted Stock Units listed above (an “Award”) to the Grantee named above. Each Restricted Stock Unit shall relate to one share of Common Stock, par value $0.01 per share (the “Stock”) of the Company.
LIMITED WAIVER TO CREDIT AGREEMENTCredit Agreement • November 10th, 2021 • Tpi Composites, Inc • Engines & turbines • New York
This Limited Waiver (the “Waiver”) to Credit Agreement is entered into as of November 8, 2021 (the “Waiver Effective Date”), by and among TPI COMPOSITES, INC., a Delaware corporation (the “Borrower”) and the financial institutions party hereto as lenders pursuant to that certain Credit Agreement, dated as of April 6, 2018 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”; capitalized terms used but not defined herein have the meanings given to such terms in the Credit Agreement) by and among the Borrower, the financial institutions party thereto from time to time as lenders and JPMORGAN CHASE BANK, N.A., as the Administrative Agent (the “Administrative Agent”).
