Hannon Armstrong Sustainable Infrastructure Capital, Inc. Sample Contracts

Hannon Armstrong Sustainable Infrastructure Capital, Inc. (a Maryland corporation) 13,043,479 Shares of Common Stock UNDERWRITING AGREEMENT
Underwriting Agreement • May 30th, 2023 • Hannon Armstrong Sustainable Infrastructure Capital, Inc. • Real estate investment trusts • New York
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INDEMNIFICATION AGREEMENT
Indemnification Agreement • April 12th, 2013 • Hannon Armstrong Sustainable Infrastructure Capital, Inc. • Real estate investment trusts • Maryland

THIS INDEMNIFICATION AGREEMENT (“Agreement”) is made and entered into as of the [•] day of [•], by and between Hannon Armstrong Sustainable Infrastructure Capital, Inc., a Maryland corporation (the “Company”), and [•] (“Indemnitee”).

AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF HANNON ARMSTRONG SUSTAINABLE INFRASTRUCTURE, L.P. a Delaware limited partnership
Limited Partnership Agreement • August 9th, 2013 • Hannon Armstrong Sustainable Infrastructure Capital, Inc. • Real estate investment trusts • Delaware

THIS AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF HANNON ARMSTRONG SUSTAINABLE INFRASTRUCTURE, L.P., dated as of April 23, 2013, is entered into by and among HANNON ARMSTRONG SUSTAINABLE INFRASTRUCTURE CAPITAL, INC., a Maryland corporation (the “General Partner”), and the limited partner(s) listed on Exhibit A hereto (each a “Limited Partner”).

SECOND AMENDED AND RESTATEDAGREEMENT OF LIMITED PARTNERSHIPOFHANNON ARMSTRONG SUSTAINABLE INFRASTRUCTURE, L.P. a Delaware limited partnership
Limited Partnership Agreement • February 16th, 2024 • Hannon Armstrong Sustainable Infrastructure Capital, Inc. • Real estate investment trusts • Delaware

THIS SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF HANNON ARMSTRONG SUSTAINABLE INFRASTRUCTURE, L.P., dated as of February 16, 2024, is entered into by and among Hannon Armstrong Sustainable Infrastructure Capital, Inc., a Maryland Corporation (“Parent”), HAC Holdings I LLC, a Delaware limited liability company (“HAC I”), HAC Holdings II LLC, a Delaware limited liability company (“HAC II”), and the Limited Partners (as defined herein).

TAX BENEFITS PRESERVATION PLAN dated as of November 2, 2023 between HANNON ARMSTRONG SUSTAINABLE INFRASTRUCTURE CAPITAL, INC. and EQUINITI TRUST COMPANY, LLC as Rights Agent
Tax Benefits Preservation Plan • November 3rd, 2023 • Hannon Armstrong Sustainable Infrastructure Capital, Inc. • Real estate investment trusts • Maryland

TAX BENEFITS PRESERVATION PLAN, dated as of November 2, 2023 (the “Agreement”), between Hannon Armstrong Sustainable Infrastructure Capital, Inc., a Maryland corporation (the “Company”), and Equiniti Trust Company, LLC, a New York limited liability trust company, in its capacity as Rights Agent (as hereinafter defined).

EMPLOYMENT AGREEMENT
Employment Agreement • August 7th, 2015 • Hannon Armstrong Sustainable Infrastructure Capital, Inc. • Real estate investment trusts • Maryland

EMPLOYMENT AGREEMENT (this “Agreement”) is dated as of April 17, 2013, by and between Hannon Armstrong Sustainable Infrastructure Capital, Inc., a Maryland corporation (the “Company”), and Daniel McMahon, residing at the address set forth in the Company’s records (the “Executive”).

Hannon Armstrong Sustainable Infrastructure Capital, Inc. HAT Holdings I LLC HAT Holdings II LLC REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • August 11th, 2023 • Hannon Armstrong Sustainable Infrastructure Capital, Inc. • Real estate investment trusts • New York

HAT Holdings I LLC, a Maryland limited liability company, and HAT Holdings II LLC, a Maryland limited liability company (HAT Holdings I LLC and HAT Holdings II LLC, each, an “Issuer” and, together, the “Issuers”), propose to issue and sell to the initial purchasers listed in Exhibit A to the Purchase Agreement referred to below (the “Initial Purchasers”), for whom Morgan Stanley & Co. LLC and Citigroup Global Markets Inc. are acting as representatives (the “Representatives”), their 3.750% Green Exchangeable Senior Unsecured Notes due 2028 (the “Notes”), guaranteed by Hannon Armstrong Sustainable Infrastructure Capital, Inc., a Maryland corporation and an indirect parent of the Issuers, (the “Company”), and the other guarantors listed in Exhibit B to the Purchase Agreement referred to below (collectively with the Company, the “Guarantors”), upon the terms set forth in the Purchase Agreement, dated August 7, 2023 (the “Purchase Agreement”), by and among the Issuers, the Guarantors and th

CREDIT AGREEMENT CarbonCount®-Based Revolving Credit Facility dated as of April 12, 2024 among
Credit Agreement • April 17th, 2024 • Hannon Armstrong Sustainable Infrastructure Capital, Inc. • Real estate investment trusts • New York

CREDIT AGREEMENT dated as of April 12, 2024 (as it may be amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), among HAT HOLDINGS I LLC, a Maryland limited liability company (“HAT I”) and HAT HOLDINGS II LLC, a Maryland limited liability company (“HAT II” and, together with HAT I, each a “Borrower” and together the “Borrowers”), HANNON ARMSTRONG SUSTAINABLE INFRASTRUCTURE CAPITAL, INC., a Maryland corporation, HANNON ARMSTRONG SUSTAINABLE INFRASTRUCTURE, L.P., a Delaware limited partnership, HANNON ARMSTRONG CAPITAL, LLC, a Maryland limited liability company, the other Loan Parties from time to time party hereto, the LENDERS party hereto, and JPMORGAN CHASE BANK, N.A., as Administrative Agent and Sustainability Structuring Agent.

AMENDED & RESTATED HAT HOLDINGS I LIMITED GUARANTY
Guaranty • November 7th, 2014 • Hannon Armstrong Sustainable Infrastructure Capital, Inc. • Real estate investment trusts • New York

FOR VALUE RECEIVED, the sufficiency of which is hereby acknowledged, and in consideration of credit and/or financial accommodation heretofore or hereafter from time to time made or granted to HASI CF I Borrower LLC, a limited liability company organized and existing under the laws of the State of Delaware (“Borrower HASI”), HAT CF I Borrower LLC, a limited liability company organized and existing under the laws of the State of Delaware (“Borrower HAT I”), and HAT CF II Borrower LLC, a limited liability company organized and existing under the laws of the State of Delaware (“Borrower HAT II”, and together with Borrower HASI and Borrower HAT I, the “Borrowers”) by the lenders party to that certain Amended & Restated Loan Agreement (as defined in Annex A) from time to time, including without limitation Bank of America, N.A. (collectively the “Lender”), HAT Holdings I LLC, a limited liability company organized and existing under the laws of the State of Maryland (the “Guarantor”) hereby fu

Hannon Armstrong Sustainable Infrastructure Capital, Inc. Common Stock ($0.01 par value) AT MARKET ISSUANCE SALES AGREEMENT
At Market Issuance Sales Agreement • May 13th, 2020 • Hannon Armstrong Sustainable Infrastructure Capital, Inc. • Real estate investment trusts • New York
INDENTURE Dated as of December 7, 2023 among HAT HOLDINGS I LLC and HAT HOLDINGS II LLC as Issuers, the Guarantors named herein and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee 8.00% Green Senior Unsecured Notes due 2027
Indenture • December 7th, 2023 • Hannon Armstrong Sustainable Infrastructure Capital, Inc. • Real estate investment trusts • New York

INDENTURE dated as of December 7, 2023 (this “Indenture”) by and among HAT HOLDINGS I LLC, a Maryland limited liability company (“HAT I”), and HAT HOLDINGS II LLC, a Maryland limited liability company (“HAT II”, and together with HAT I, each an “Issuer” and together the “Issuers”), the Guarantors (as defined herein) named herein, and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee (the “Trustee).

HANNON ARMSTRONG SUSTAINABLE INFRASTRUCTURE CAPITAL, INC. EQUITY INCENTIVE PLAN FORM OF RESTRICTED STOCK AWARD AGREEMENT
Restricted Stock Award Agreement • August 9th, 2013 • Hannon Armstrong Sustainable Infrastructure Capital, Inc. • Real estate investment trusts • New York

THIS AGREEMENT is made by and between Hannon Armstrong Sustainable Infrastructure Capital, Inc., a Maryland corporation (the “Company”) and [—] (the “Grantee”), dated as of the [—] day of April, 2013.

AMENDED & RESTATED LOAN AGREEMENT (PF) dated as of August 12, 2014 among HASI CF I BORROWER LLC, HAT CF I BORROWER LLC, and HAT CF II BORROWER LLC, as Borrowers, EACH LENDER PARTY HERETO and BANK OF AMERICA, N.A., as Administrative Agent $250,000,000...
Loan Agreement • November 7th, 2014 • Hannon Armstrong Sustainable Infrastructure Capital, Inc. • Real estate investment trusts • New York

This AMENDED & RESTATED LOAN AGREEMENT (PF) dated as of August 12, 2014 (this “Agreement” or this “A&R Agreement”) is entered into by and among HASI CF I Borrower LLC, a Delaware limited liability company (“Borrower HASI”), HAT CF I Borrower LLC, a Delaware limited liability company (“Borrower HAT I”), HAT CF II Borrower LLC, a Delaware limited liability company (“Borrower HAT II” or the “New Borrower”, and together with Borrower HASI and Borrower HAT I, “Borrowers”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”) and Bank of America, N.A., as Administrative Agent (together with its successors and permitted assigns in such capacity, the “Administrative Agent”).

AMENDMENT NO. 1 TO CREDIT AGREEMENT
Credit Agreement • June 2nd, 2023 • Hannon Armstrong Sustainable Infrastructure Capital, Inc. • Real estate investment trusts • New York

CREDIT AGREEMENT dated as of February 7, 2022 (as it may be amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), among HAT HOLDINGS I LLC, a Maryland limited liability company (“HAT I”) and HAT HOLDINGS II LLC, a Maryland limited liability company (“HAT II”, and, together with HAT I, each a “Borrower” and together the “Borrowers”), HANNON ARMSTRONG SUSTAINABLE INFRASTRUCTURE CAPITAL, INC., a Maryland corporation, HANNON ARMSTRONG SUSTAINABLE INFRASTRUCTURE, L.P., a Delaware limited partnership, HANNON ARMSTRONG CAPITAL, LLC, a Maryland limited liability company, the other Loan Parties from time to time party hereto, the LENDERS party hereto, and JPMORGAN CHASE BANK, N.A., as Administrative Agent and Sustainability Structuring Agent.

AMENDED & RESTATED CONTINUING GUARANTY
Continuing Guaranty • November 7th, 2014 • Hannon Armstrong Sustainable Infrastructure Capital, Inc. • Real estate investment trusts • New York

FOR VALUE RECEIVED, the sufficiency of which is hereby acknowledged, and in consideration of credit and/or financial accommodation heretofore or hereafter from time to time made or granted to HAT CF I Borrower LLC, a Delaware limited liability company (“Borrower HAT I”), HASI CF I Borrower LLC, a Delaware limited liability company (“Borrower HASI”), and HAT CF II Borrower LLC, a Delaware limited liability company (“Borrower HAT II”, and together with Borrower HAT I and Borrower HASI, collectively, the “Borrowers”) by the lenders party to that certain Amended & Restated Loan Agreement (as defined in Annex A) from time to time, including without limitation Bank of America, N.A. (collectively the “Lender”), the undersigned Guarantors (each a “Guarantor” and collectively “Guarantors”) hereby furnishes its guaranty of the Guaranteed Obligations (as hereinafter defined) as follows:

REAFFIRMATION OF GUARANTY
Reaffirmation of Guaranty • August 3rd, 2017 • Hannon Armstrong Sustainable Infrastructure Capital, Inc. • Real estate investment trusts

THIS REAFFIRMATION OF GUARANTY (this “Agreement”), made as of June 8, 2017, by (i) Hannon Armstrong Sustainable Infrastructure Capital, Inc. (“HA INC”), a Maryland corporation, (ii) Hannon Armstrong Sustainable Infrastructure, LP (“HA LP”), a Delaware limited partnership, (iii) Hannon Armstrong Capital, LLC (“HA LLC”), a Maryland limited liability company, (iv) HAT Holdings I, LLC (“HAT Holdings I”), a Maryland limited liability company, (v) HAT Holdings II, LLC (“HAT Holdings II”), a Maryland limited liability company (each of HA INC, HA LP, HA LLC, HAT Holdings I and HAT Holdings II, a “Guarantor” and together, the “Guarantors”), for the benefit of the Secured Parties, and (vi) Bank of America, N.A., in its capacity as administrative agent under the A&R Loan Agreement (as defined below) (in such capacity, the “Administrative Agent”).

AMENDMENT NO. 2 TO AMENDED & RESTATED LOAN AGREEMENT (G&I) AND AMENDMENT NO. 1 TO AMENDED & RESTATED INTERCREDITOR AGREEMENT
Loan Agreement • December 24th, 2014 • Hannon Armstrong Sustainable Infrastructure Capital, Inc. • Real estate investment trusts • New York

THIS AMENDMENT NO. 2 TO AMENDED & RESTATED LOAN AGREEMENT (G&I) AND AMENDMENT NO. 1 TO AMENDED & RESTATED INTERCREDITOR AGREEMENT (this “Second Amendment”), dated as of December 22, 2014, is by and among (i) HASI CF I Borrower LLC, a Delaware limited liability company (“Borrower HASI”), HAT CF I Borrower LLC, a Delaware limited liability company (“Borrower HAT I”) and HAT CF II Borrower LLC, a Delaware limited liability company (“Borrower HAT II”, and together with Borrower HASI and Borrower HAT I, the “Borrowers”), (ii) Bank of America, N.A., in its capacity as lender under the A&R Loan Agreement (as defined below) (in such capacity, the “Lender”), (iii) Bank of America, N.A., in its capacity as administrative agent under the A&R Loan Agreement (in such capacity, the “Administrative Agent”) and (iv) for purposes of Sections 3 and 4 only, Bank of America, N.A., in its capacity as administrative agent under the Other Loan Agreement (in such capacity, the “Other Administrative Agent”).

HANNON ARMSTRONG SUSTAINABLE INFRASTRUCTURE CAPITAL, INC., HA MERGER SUB I LLC, HA MERGER SUB III LLC, MISSIONPOINT HA PARALLEL FUND, LLC, MISSIONPOINT ES PARALLEL FUND I, L.P., MISSIONPOINT HA PARALLEL FUND I CORP. AND MISSIONPOINT HA PARALLEL FUND,...
Merger Agreement • August 9th, 2013 • Hannon Armstrong Sustainable Infrastructure Capital, Inc. • Real estate investment trusts • Maryland

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is dated as of April 15, 2013, by and among HANNON ARMSTRONG SUSTAINABLE INFRASTRUCTURE CAPITAL, INC., a Maryland corporation (the “Parent”), HA MERGER SUB I LLC, a Delaware limited liability company and a wholly owned subsidiary of the Parent (the “Merger Sub I”), HA MERGER SUB III LLC, a Maryland limited liability company and a wholly owned subsidiary of the Parent (the “Upstream Merger Sub” and, together with the Merger Sub I, the “Merger Subs”), MISSIONPOINT HA PARALLEL FUND, LLC, a Delaware limited liability company (the “Owner”), MISSIONPOINT ES PARALLEL FUND I, L.P., a Delaware limited liability partnership (the “ES Partnership”), MISSIONPOINT HA PARALLEL FUND I CORP., a Delaware corporation (the “Merging Entity”), and MISSIONPOINT HA PARALLEL FUND, L.P., a Delaware limited liability partnership (the “Splitter Partnership”).

EMPLOYMENT AGREEMENT
Employment Agreement • May 8th, 2024 • Hannon Armstrong Sustainable Infrastructure Capital, Inc. • Real estate investment trusts • Maryland

THIS EMPLOYMENT AGREEMENT (“Agreement”) made as of April 15, 2024, by and between HANNON ARMSTRONG SUSTAINABLE INFRASTRUCTURE CAPITAL, INC. a Maryland corporation (the “Company”), and VIRAL A. AMIN, an individual (the “Employee”).

CLIFFORD CHANCE US LLP
Indenture • August 4th, 2017 • Hannon Armstrong Sustainable Infrastructure Capital, Inc. • Real estate investment trusts • New York

This INDENTURE, dated as of [●], 20[●] between HANNON ARMSTRONG SUSTAINABLE INFRASTRUCTURE CAPITAL, INC. (the “Company”), a Maryland corporation having its principal office at 1906 Towne Centre Blvd Suite 370, Annapolis, MD 21401, and U.S. BANK NATIONAL ASSOCIATION (the “Trustee”), a national banking association organized under the laws of the United States of America which has its corporate trust office at 225 Asylum Street, 23rd Floor, Hartford, CT 06103.

FORM OF PLEDGE AND SECURITY AGREEMENT
Pledge and Security Agreement • November 7th, 2014 • Hannon Armstrong Sustainable Infrastructure Capital, Inc. • Real estate investment trusts • New York

PLEDGE AND SECURITY AGREEMENT, dated as of August 12, 2014 (this “Pledge Agreement”), among HAT CF II Borrower LLC, a limited liability company organized and existing under the laws of the State of Delaware (“Member”), HAT CFII OP A LLC, a limited liability company organized and existing under the laws of the State of Delaware (“Borrower Sub HAT A”), HAT CFII OP 5 LLC, a limited liability company organized and existing under the laws of the State of Delaware (“Borrower Sub HAT 5”), HAT CFII OP 7 LLC, a limited liability company organized and existing under the laws of the State of Delaware (“Borrower Sub HAT 7”; each of Borrower Sub HAT A, Borrower Sub HAT 5 and Borrower Sub HAT 7, a “Borrower Subsidiary” and together, the “Borrowers Subsidiaries”), and The Bank of New York Mellon, as Collateral Agent (in such capacity, and including any permitted successors or assigns “Collateral Agent”) for the Secured Parties (as defined in the Loan Agreement referred to below).

FORM OF AMENDED AND RESTATED RESTRICTED STOCK UNIT AWARD AGREEMENT
Restricted Stock Unit Award Agreement • February 23rd, 2018 • Hannon Armstrong Sustainable Infrastructure Capital, Inc. • Real estate investment trusts • Maryland

This Restricted Stock Award Agreement (this “Agreement”), dated as of [---] (the “Date of Grant”), is made by and between Hannon Armstrong Sustainable Infrastructure Capital, Inc., a Maryland corporation (the “Company”), and [---] (the “Grantee”). Where the context permits, references to the Company shall include any successor to the Company.

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UNIT PURCHASE AGREEMENT by and between Northwharf Nominees Limited, DBD AWCC LLC, the Management Investor Members Party Hereto, 35 Pratt Street, LLC NGP Energy Technology Partners II, L.P. as “Sellers” and C.C. Hinckley Company, LLC as “Management...
Unit Purchase Agreement • August 14th, 2014 • Hannon Armstrong Sustainable Infrastructure Capital, Inc. • Real estate investment trusts • New York

This Unit Purchase Agreement (this “Agreement”) dated as of May 28, 2014, is made and entered into by and between Hannon Armstrong Capital, LLC, a Maryland limited liability company (“HA Capital”), Hannon Armstrong Sustainable Infrastructure Capital, Inc. a Maryland corporation (“HASI”, and together with HA Capital, the “Purchasers”, and individually, each a “Purchaser”), and Northwharf Nominees Limited, an English limited liability company (“Barclays Member”), DBD AWCC LLC, a Delaware limited liability company (“Fortress Member”), the management investor members party hereto (the “Management Investor Members”, and together with the Barclays Member and the Fortress Member, the “Class A Sellers”), NGP Energy Technology Partners II, L.P. (the “Blocker Seller”) and 35 Pratt Street, LLC (the “Management Team Member” or “Class B Seller”, and together with the Class A Sellers and the Blocker Seller, the “Sellers”), C.C. Hinckley Company, LLC, in its capacity as Management Representative and

CONTRIBUTION AND SALE AGREEMENT by and between HASI SYB TRUST 2015-1 as Purchaser and HA LAND LEASE HOLDINGS LLC as Seller Dated as of September 30, 2015
Contribution and Sale Agreement • November 5th, 2015 • Hannon Armstrong Sustainable Infrastructure Capital, Inc. • Real estate investment trusts • New York

This CONTRIBUTION AND SALE AGREEMENT, dated as of September 30, 2015, is entered into by and between HASI SYB TRUST 2015-1, a Delaware statutory trust (the “Purchaser” or “Issuer”), and HA LAND LEASE HOLDINGS LLC, a Delaware limited liability company (together with its successors in interest to the extent permitted hereunder, the “Seller”).

LOAN AGREEMENT (APPROVAL-BASED) dated as of December 13, 2018 among
Loan Agreement • February 22nd, 2019 • Hannon Armstrong Sustainable Infrastructure Capital, Inc. • Real estate investment trusts • New York

This LOAN AGREEMENT (APPROVAL-BASED) (this “Agreement”) dated as of December 13, 2018 (the “Closing Date”), is entered into by and among RHEA BORROWER (HASI) LLC, a Delaware limited liability company (“Borrower HASI”), RHEA BORROWER (HAT I) LLC, a Delaware limited liability company (“Borrower HAT I”), RHEA BORROWER (HAT II) LLC, a Delaware limited liability company (“Borrower HAT II”, and together with Borrower HASI and Borrower HAT I, each a “Borrower” and collectively, the “Borrowers”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”) and Bank of America, N.A., as Administrative Agent (together with its successors and permitted assigns in such capacity, the “Administrative Agent”), and Issuing Bank, and the other Issuing Banks party hereto from time to time.

AMENDMENT NO. 1 TO AMENDED & RESTATED LOAN AGREEMENT (G&I)
Loan Agreement • November 7th, 2014 • Hannon Armstrong Sustainable Infrastructure Capital, Inc. • Real estate investment trusts • New York

THIS AMENDMENT NO. 1 TO AMENDED & RESTATED LOAN AGREEMENT (G&I) (this “First Amendment”), dated as of September 22, 2014, is by and among (i) HASI CF I Borrower LLC, a Delaware limited liability company (“Borrower HASI”), HAT CF I Borrower LLC, a Delaware limited liability company (“Borrower HAT I”) and HAT CF II Borrower LLC, a Delaware limited liability company (“Borrower HAT II”, and together with Borrower HASI and Borrower HAT I, the “Borrowers”), (ii) Bank of America, N.A., in its capacity as lender under the A&R Loan Agreement (in such capacity, the “Lender”), (iii) Bank of America, N.A., in its capacity as administrative agent under the A&R Loan Agreement (in such capacity, the “Administrative Agent”) and (iv) for purposes of Section 3 only, Bank of America, N.A., in its capacity as administrative agent under the Other Loan Agreement (in such capacity, the “Other Administrative Agent”).

Hannon Armstrong Sustainable Infrastructure Capital, Inc. Common Stock ($0.01 par value) ATM EQUITY OFFERINGSM SALES AGREEMENT
Atm Equity Offering Sales Agreement • May 10th, 2016 • Hannon Armstrong Sustainable Infrastructure Capital, Inc. • Real estate investment trusts • New York

Hannon Armstrong Sustainable Infrastructure Capital, Inc., a Maryland corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell from time to time to or through Merrill Lynch, Pierce, Fenner & Smith Incorporated, as sales agent and/or principal (the “Agent”), shares (the “Shares”) of the Company’s common stock, $0.01 par value (the “Common Stock”), having an aggregate gross sales price not to exceed $75,000,000, on the terms set forth in this ATM Equity OfferingSM Sales Agreement. The Company agrees that whenever it determines to sell Shares directly to the Agent as principal it will enter into a separate written Terms Agreement with the Agent (each, a “Terms Agreement”), in substantially the form of Annex I hereto, relating to such sale in accordance with Section 2(k) hereof. The Company is entering into a separate but parallel ATM equity offering sales agreement (the “Alternative Agreement” and, collectively with this Agreement, the “S

AMENDMENT NO. 1 AND REAFFIRMATION OF GUARANTY
Amendment No. 1 and Reaffirmation of Guaranty • December 24th, 2014 • Hannon Armstrong Sustainable Infrastructure Capital, Inc. • Real estate investment trusts

THIS AMENDMENT NO. 1 AND REAFFIRMATION OF GUARANTY (this “Agreement”), made as of December 22, 2014, by (i) Hannon Armstrong Sustainable Infrastructure Capital, Inc. (“HA INC”), a Maryland corporation, (ii) Hannon Armstrong Sustainable Infrastructure, LP (“HA LP”), a Delaware limited partnership, (iii) Hannon Armstrong Capital, LLC (“HA LLC”), a Maryland limited liability company, (iv) HAT Holdings I, LLC (“HAT Holdings I”), a Maryland limited liability company, (v) HAT Holdings II, LLC (“HAT Holdings II”), a Maryland limited liability company (each of HA INC, HA LP, HA LLC, HAT Holdings I and HAT Holdings II, a “Guarantor” and together, the “Guarantors”), for the benefit of the Secured Parties, (vi) Bank of America, N.A., in its capacity as administrative agent under the A&R Loan Agreement (as defined below)(in such capacity, the “Administrative Agent”) and (vii) for purposes of Section 2 only, Bank of America, N.A., in its capacity as administrative agent under the Other Loan Facilit

FORM OF AMENDED & RESTATED SECURITY AGREEMENT
Security Agreement • November 7th, 2014 • Hannon Armstrong Sustainable Infrastructure Capital, Inc. • Real estate investment trusts • New York

This AMENDED & RESTATED SECURITY AGREEMENT, dated as of August 12, 2014 (as amended, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”), is entered into by and among HASI CF I Borrower LLC, a Delaware limited liability company (“Borrower HASI”), HAT CF I Borrower LLC, a Delaware limited liability company (“Borrower HAT I”), HAT CF II Borrower LLC, a Delaware limited liability company (“Borrower HAT II”, and together with Borrower HASI and Borrower HAT I, the “Grantors”) and The Bank of New York Mellon, as Collateral Agent (in such capacity, and including any permitted successors or assigns, the “Collateral Agent”) for the benefit of the Secured Parties (as defined below).

Hannon Armstrong Sustainable Infrastructure Capital, Inc. (a Maryland corporation) $125,000,000 0.00% Convertible Senior Notes due 2023 UNDERWRITING AGREEMENT
Underwriting Agreement • August 21st, 2020 • Hannon Armstrong Sustainable Infrastructure Capital, Inc. • Real estate investment trusts • New York
HANNON ARMSTRONG SUSTAINABLE INFRASTRUCTURE CAPITAL, INC. EQUITY INCENTIVE PLAN HASI MANAGEMENT HOLDCO LLC LTIP UNIT (CUMULATIVE D-EPS) AWARD AGREEMENT
Equity Incentive Plan • May 8th, 2024 • Hannon Armstrong Sustainable Infrastructure Capital, Inc. • Real estate investment trusts • Delaware

This LTIP Unit (Cumulative D-EPS) Award Agreement (this “Agreement”), dated as of the Date of Grant set forth above is made by and between HASI Management HoldCo LLC, a Delaware limited liability company (the “Company”), and the Grantee. Where the context permits, references to the Company shall include any successor to the Company.

Amendment No. 1 to the At Market Issuance Sales Agreement
At Market Issuance Sales Agreement • March 1st, 2021 • Hannon Armstrong Sustainable Infrastructure Capital, Inc. • Real estate investment trusts • New York
NOTE PURCHASE AGREEMENT Among THE BANK OF NEW YORK MELLON, as Trustee And [Redacted] as Purchaser Dated as of December 20, 2013 RE: HASI SYB 2013-1 TRUST
Note Purchase Agreement • March 18th, 2014 • Hannon Armstrong Sustainable Infrastructure Capital, Inc. • Real estate investment trusts • New York

THIS NOTE PURCHASE AGREEMENT (the “Agreement”) is dated as of December 20, 2013, and is between The Bank of New York Mellon, as trustee under that Trust Agreement Relating to the HASI SYB 2013-1 Trust dated as of December 20, 2013 (in such capacity, the “Trustee”), [Redacted] (the “Purchaser”).

RESTRICTED SHARE UNIT AWARD AGREEMENT
Restricted Share Unit Award Agreement • August 9th, 2013 • Hannon Armstrong Sustainable Infrastructure Capital, Inc. • Real estate investment trusts • Maryland

This Award Agreement (this “RSU Award Agreement”), dated as of April 23, 2013 (the “Date of Grant”), is made by and between Hannon Armstrong Sustainable Infrastructure Capital, Inc., a Maryland corporation (the “Company”), and [—] (the “Grantee”). Where the context permits, references to the Company shall include any successor to the Company.

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • August 9th, 2013 • Hannon Armstrong Sustainable Infrastructure Capital, Inc. • Real estate investment trusts • New York

THIS REGISTRATION RIGHTS AGREEMENT is entered into as of April 23, 2013, to be effective upon completion of the initial public offering (“IPO”) of Hannon Armstrong Sustainable Infrastructure Capital, Inc., a Maryland corporation (the “Company”), by and among the Company and the persons listed on Schedule I hereto (such persons, in their capacity as holders of Registrable Securities (as defined herein), the “Initial Holders” and each, an “Initial Holder”).

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