AMENDMENT NO. 4 TO AMENDED AND RESTATED CREDIT AGREEMENT (SLA)
Exhibit 10.6
Execution Version
AMENDMENT NO. 4 TO AMENDED AND RESTATED CREDIT AGREEMENT
(SLA)
(SLA)
This AMENDMENT NO. 4 TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”), is dated as of January 29, 2020 (the “Effective Date”) among SUNNOVA EZ-OWN PORTFOLIO, LLC, a Delaware limited liability company (the “Borrower”), SUNNOVA SLA MANAGEMENT, LLC, a Delaware limited liability company, as manager (in such capacity, the “Manager”), SUNNOVA SLA MANAGEMENT, LLC, a Delaware limited liability company, as servicer (in such capacity, the “Servicer”), SUNNOVA ASSET PORTFOLIO 7 HOLDINGS, LLC, a Delaware limited liability company (the “Seller”), the financial institutions parties hereto (each such financial institution (including any Conduit Lender), a “Lender” and collectively, the “Lenders”), each Funding Agent representing a group of Lenders party hereto (each a “Funding Agent” and, collectively, the “Funding Agents”), and CREDIT SUISSE AG, NEW YORK BRANCH, as agent for the Lenders (in such capacity, the “Agent”).
RECITALS:
WHEREAS, the Borrower, the Manager, the Servicer, the Seller, the Lenders, the Funding Agents, the Agent, Xxxxx Fargo Bank, National Association, as paying agent, and U.S. Bank National Association, as custodian, entered into the Amended and Restated Credit Agreement, dated as of March 27, 2019 (as amended, restated, supplemented, or otherwise modified from time to time, the “Credit Agreement”);
WHEREAS, in accordance with Section 10.2 of the Credit Agreement, the parties hereto desire to amend the Credit Agreement subject to the terms hereof;
NOW, THEREFORE, in consideration of the mutual promises hereinafter set forth, and for other good and adequate consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows (except as otherwise defined in this Amendment, terms defined in the Credit Agreement are used herein as defined therein):
SECTION 1.01. | AMENDMENTS. |
Subject to the satisfaction of the conditions precedent set forth in Section 2.01 below, the Credit Agreement shall be, and it hereby is, amended as follows:
(a) Clause (xii) of the defined term “Excess Concentration Amount” appearing in Exhibit A of the Credit Agreement is hereby amended and restated in its entirety to read as follows:
44462391
(xii) The amount by which the aggregate Solar Loan Balance of all Eligible Solar Loans for which the Related Property is located in Puerto Rico exceeds (i) 35% during the Puerto Rico Step-Up Period and (ii) 20% at all times thereafter; plus
(b) Each of the following defined terms appearing in Exhibit A of the Credit Agreement are hereby amended and restated in their respective entireties to read as follows:
“Lockbox Agreement” shall mean a Blocked Account Agreement, dated as of the Closing Date, by and among the Borrower, the Lockbox Bank and the Agent, as the same may be amended, restated, supplemented or otherwise modified from time to time, or a replacement agreement among the Borrower, the Lockbox Bank and the Agent in form and substance reasonably satisfactory to the Agent.
“Lockbox Bank” shall mean Texas Capital Bank, National Association, JPMorgan Chase Bank, N.A., or another Eligible Institution approved by the Agent where the Lockbox Account is located.
(c) Exhibit A of the Credit Agreement is hereby further amended by adding the following new defined terms in the appropriate alphabetical sequence to read in their respective entireties as follows:
“Fourth Amendment Effective Date” means January 29, 2020.
“Puerto Rico Step-Up Period” shall mean the period from the Fourth Amendment Effective Date to the earlier to occur of (i) the closing date of the first Takeout Transaction to occur following the Fourth Amendment Effective Date and (ii) March 31, 2020.
SECTION 2.01. | CONDITIONS PRECEDENT TO EFFECTIVENESS OF AMENDMENT. |
The effectiveness of this Amendment is subject to the satisfaction of all of the following conditions precedent:
(a) The Agent, the Borrower, the Manager, the Servicer, the Seller, and the Lenders shall have executed and delivered this Amendment; and
(b) The Agent shall have received the amendment fee set forth in Section 2.5(H) of the Credit Agreement.
SECTION 3.01. | REPRESENTATIONS AND WARRANTIES |
2
Each of the Borrower, the Manager, the Servicer, and the Seller hereby represents and warrants to the Secured Parties that, after giving effect to this Amendment: (a) the representations and warranties set forth in each of the Transaction Documents by each of the Borrower, the Manager, the Servicer, and the Seller, as applicable, are true and correct in all material respects on and as of the date hereof, with the same effect as though made on and as of such date (except to the extent that any representation and warranty expressly relates to an earlier date, then such earlier date), and (b) no Amortization Event, Event of Default, Potential Amortization Event or Potential Default has occurred and is continuing.
SECTION 4.01 | REFERENCES IN ALL TRANSACTION DOCUMENTS. |
To the extent any Transaction Document contains a provision that conflicts with the intent of this Amendment, the parties agree that the provisions herein shall govern.
SECTION 5.01. | COUNTERPARTS. |
This Amendment may be executed (by facsimile or otherwise) in any number of counterparts, each of which counterparts shall be deemed to be an original, and such counterparts shall constitute but one and the same instrument.
SECTION 5.02. | GOVERNING LAW. |
THIS AMENDMENT SHALL, IN ACCORDANCE WITH SECTION 5‑1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK, BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES THEREOF THAT WOULD CALL FOR THE APPLICATION OF THE LAWS OF ANY OTHER JURISDICTION.
SECTION 5.03. | SEVERABILITY OF PROVISIONS. |
If any one or more of the covenants, agreements, provisions or terms of this Amendment shall be for any reason whatsoever held invalid, then such covenants, agreements, provisions or terms shall be deemed severable from the remaining covenants, agreements, provisions or terms of this Amendment and shall in no way affect the validity or enforceability of the other provisions of this Amendment.
SECTION 5.04. | CONTINUING EFFECT. |
3
Except as expressly amended hereby, each Transaction Document shall continue in full force and effect in accordance with the provisions thereof and each Transaction Document is in all respects hereby ratified, confirmed and preserved.
SECTION 5.05. | SUCCESSORS AND ASSIGNS. |
This Amendment shall be binding upon and inure to the benefit of the Borrower, the Paying Agent, the Custodian and the Agent and each Lender, and their respective successors and permitted assigns.
SECTION 5.06. | NO BANKRUPTCY PETITION. |
Each of the parties to this Amendment hereby covenants and agrees that, prior to the date which is one year and one day after the payment in full of all outstanding indebtedness for borrowed money of a Conduit Lender or any CS Conduit Lender, it will not institute against, or join any other Person in instituting against such Conduit Lender or CS Conduit Lender any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or other similar proceeding under the laws of the United States or any state of the United States or of any other jurisdiction.
Each of the parties to this Amendment hereby covenants and agrees that, prior to the date which is one year and one day after the payment in full of each Loan Note, it will not institute against, or join any other Person in instituting against the Borrower any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or other similar proceeding under the laws of the United States or any state of the United States. The provisions of this Section 5.06 shall survive the termination of this Amendment.
SECTION 5.07 | COSTS AND EXPENSES. |
The Borrower agrees to pay all costs and expenses in connection with the preparation, execution, delivery, filing, recording, administration, modification, amendment and/or waiver of this Amendment as required by Section 10.6 of the Credit Agreement.
[SIGNATURE PAGES FOLLOW]
4
IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 4 to Amended and Restated Credit Agreement be executed and delivered as of the date first above written.
SUNNOVA EZ-OWN PORTFOLIO, LLC, as the Borrower
By: /s/ Xxxxxx X. Xxxxx
Name: Xxxxxx X Xxxxx
Title: Executive Vice President, General Counsel and Secretary
SUNNOVA SLA MANAGEMENT, LLC,
as Manager
as Manager
By: /s/ Xxxxxx X. Xxxxx
Name: Xxxxxx X Xxxxx
Title: Executive Vice President, General Counsel and Secretary
SUNNOVA ASSET PORTFOLIO 7 HOLDINGS, LLC, as Seller
By: /s/ Xxxxxx X. Xxxxx
Name: Xxxxxx X Xxxxx
Title: Executive Vice President, General Counsel and Secretary
SUNNOVA SLA MANAGEMENT, LLC,
as Servicer
as Servicer
[Signature Page to Amendment No. 4 to Amended and Restated Credit Agreement]
By: /s/ Xxxxxx X. Xxxxx
Name: Xxxxxx X Xxxxx
Title: Executive Vice President, General Counsel and Secretary
CREDIT SUISSE AG, NEW YORK BRANCH, as Agent
By: /s/ Xxxxxxx Xxxxxx
Name: Xxxxxxx Xxxxxx
Title: Vice President
By: /s/ Xxxx XxXxxxxxxx
Name: Xxxx XxXxxxxxxx
Title: Director
CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as a Committed Lender
By: /s/ Xxxxxxx Xxxxxx
Name: Xxxxxxx Xxxxxx
Title: Authorized Signatory
By: /s/ Xxxx XxXxxxxxxx
Name: Xxxx XxXxxxxxxx
Title: Authorized Signatory
[Signature Page to Amendment No. 4 to Amended and Restated Credit Agreement]
ALPINE SECURITIZATION LTD, as a Conduit Lender
By: Credit Suisse AG, New York Branch, as attorney-in-fact
By: /s/ Xxxxxxx Xxxxxx
Name: Xxxxxxx Xxxxxx
Title: Vice President
By: /s/ Xxxx XxXxxxxxxx
Name: Xxxx XxXxxxxxxx
Title: Director
[Signature Page to Amendment No. 4 to Amended and Restated Credit Agreement]
