FORM OF INDEMNIFICATION AGREEMENTForm of Indemnification Agreement • July 3rd, 2019 • Sunnova Energy International Inc. • Electric & other services combined • Delaware
This Indemnification Agreement (“Agreement”) is made as of ________, by and between Sunnova Energy International Inc., a Delaware corporation (the “Company”) and __________ (“Indemnitee” and, together with the Company, the “Parties”).
THIRD AMENDED AND RESTATED LIMITED PERFORMANCE GUARANTYLimited Performance Guaranty • July 3rd, 2019 • Sunnova Energy International Inc. • Electric & other services combined
This THIRD AMENDED AND RESTATED LIMITED PERFORMANCE GUARANTY (this “Guaranty”), dated as of June 27, 2019 (the “Effective Date”), is made by SUNNOVA ENERGY CORPORATION, a Delaware corporation (the “Guarantor”), for the benefit of SUNNOVA EZ-OWN PORTFOLIO, LLC, a Delaware limited liability company (the “Borrower), and CREDIT SUISSE AG, NEW YORK BRANCH (the “Agent”), as agent under that certain 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”), by and among the Borrower, SLA Management, LLC (“Sunnova Management”), as manager (in such capacity, the “Manager”) and as servicer (in such capacity, the “Servicer”), Sunnova Asset Portfolio 7 Holdings, LLC, a Delaware limited liability company (“AP7 Holdings”), as seller (the “Seller” and together with Sunnova Management and the Guarantor, each a “Sunnova Party”), the Agent, the financial institutions that become parties thereto a
FORM OF SECOND AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 3rd, 2019 • Sunnova Energy International Inc. • Electric & other services combined • Delaware
THIS SECOND AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), is made as of , by and among Sunnova Energy International Inc., a Delaware corporation (the “Company”), and each of the shareholders listed on Schedule A hereto, each of which is referred to in this Agreement as a “Holder.”
FIFTH SUPPLEMENTAL INDENTURESupplemental Indenture • July 3rd, 2019 • Sunnova Energy International Inc. • Electric & other services combined • New York
This Fifth Supplemental Indenture (this “Supplemental Indenture”), dated as of June 26, 2019 and effective as of the Effective Date, is by and among Sunnova Energy Corporation (the “Issuer”) and Wilmington Trust, National Association, as trustee (the “Trustee”) relating to those certain 9.50% Senior Secured Convertible Notes due 2021 (each a “Note” and collectively, the “Notes”) of the Issuer, issued pursuant to the Indenture, dated as of April 24, 2017 (as amended by that certain First Supplemental Indenture, dated as of November 21, 2017, that certain Second Supplemental Indenture, dated May 31, 2018, that certain Third Supplemental Indenture, dated as of January 18, 2019, and that certain Fourth Supplemental Indenture dated as of April 5, 2019 and as otherwise amended, amended and restated, supplemented or otherwise modified from time to time, the “Indenture”), by and between the Issuer, the Trustee and Wilmington Trust, National Association, as collateral trustee.
AMENDED AND RESTATED CREDIT AGREEMENT among SUNNOVA ASSET PORTFOLIO 4, LLC, and SUNNOVA LEASE VEHICLE 3-HI, LLC as Borrowers THE LENDERS FROM TIME TO TIME PARTY HERETO and TEXAS CAPITAL BANK, NATIONAL ASSOCIATION, as Administrative Agent, Sole Lead...Credit Agreement • July 3rd, 2019 • Sunnova Energy International Inc. • Electric & other services combined • Texas
THIS AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”), dated as of June 28, 2019, is among SUNNOVA ASSET PORTFOLIO 4, LLC, a Delaware limited liability company, and SUNNOVA LEASE VEHICLE 3-HI, LLC, a Delaware limited liability company (collectively, the “Borrowers” and each a “Borrower”), the lenders from time to time party hereto (collectively, “Lenders” and individually, a “Lender”), and TEXAS CAPITAL BANK, NATIONAL ASSOCIATION, a national banking association, as Administrative Agent.
NOTE PURCHASE AGREEMENT dated March 28, 2019, by and among SUNNOVA RAYS I ISSUER, LLC, as Issuer, SUNNOVA RAYS I DEPOSITOR, LLC, as Depositor, SUNNOVA RAYS I MANAGEMENT, LLC, as Facility Administrator, Manager and Servicer, and THE PURCHASERS NAMED HEREINNote Purchase Agreement • July 3rd, 2019 • Sunnova Energy International Inc. • Electric & other services combined • New York
Sunnova RAYS I Issuer, LLC, a Delaware limited liability company (the “Issuer”), has duly authorized the issuance and sale of asset-backed notes (collectively, the “Notes”) to be authorized, issued and authenticated pursuant to an Indenture, dated as of the date hereof (together with any Indenture Supplement, the “Indenture”), by and among the Issuer and Wilmington Trust, National Association, as indenture trustee (in such capacity, the “Indenture Trustee”). Payments and transfers of the Notes will be subject to the terms and conditions of the Indenture and the Notes. Capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the Indenture, a copy of which has been provided to the Purchasers. Any reference in this Note Purchase Agreement, as supplemented by any Note Purchase Agreement Supplement substantially in the form of Exhibit C hereto (each a “NPA Supplement” and, collectively, this “Agreement”) to “herein”, “hereto”, “hereunder” or te
FORM OF STOCKHOLDERS AGREEMENTForm of Stockholders Agreement • July 3rd, 2019 • Sunnova Energy International Inc. • Electric & other services combined • Delaware
STOCKHOLDERS AGREEMENT (this “Agreement”), dated as of , 2019, by and among SUNNOVA ENERGY INTERNATIONAL INC., a Delaware corporation (the “Corporation”), and each of the stockholders listed on Schedule A hereto. This Agreement shall become effective (the “Effective Date”) upon the closing of the IPO (as defined below).
NOTE PURCHASE AGREEMENT SUPPLEMENT NO. 1Note Purchase Agreement • July 3rd, 2019 • Sunnova Energy International Inc. • Electric & other services combined
This NOTE PURCHASE AGREEMENT SUPPLEMENT NO. 1, dated as of March 28, 2019, (this “NPA Supplement”), is among SUNNOVA RAYS I ISSUER, LLC (the “Issuer”), SUNNOVA RAYS I DEPOSITOR, LLC (the “Depositor”), SUNNOVA RAYS I MANAGEMENT, LLC (as “Servicer”, as “Manager” and as “Facility Administrator” and, together with the Issuer and Depositor, collectively, the “Sunnova Parties”), and the Purchasers named on Annex A hereto (the “Purchasers”).
AMENDED AND RESTATED LIMITED PERFORMANCE GUARANTYLimited Performance Guaranty • July 3rd, 2019 • Sunnova Energy International Inc. • Electric & other services combined
This AMENDED AND RESTATED LIMITED PERFORMANCE GUARANTY (this “Guaranty”), dated as of June 27, 2019 (the “Effective Date”), is made by SUNNOVA ENERGY CORPORATION, a Delaware corporation (the “Guarantor”) for the benefit of SUNNOVA LAP HOLDINGS, LLC, a Delaware limited liability company (“SSA SPV1”), SUNNOVA LAP I, LLC, a Delaware limited liability company (“SSA SPV2”), SUNNOVA LAP II, LLC, a Delaware limited liability company (“SSA SPV3” and, together with SSA SPV1 and SSA SPV2, each a “Borrower” and, collectively, the “Borrowers”), and CREDIT SUISSE AG, NEW YORK BRANCH (the “Administrative Agent”), as administrative agent under that certain Amended and Restated Credit Agreement, dated as of even date herewith (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among the Borrowers, as borrowers, Sunnova SSA Management, LLC, as manager (“Sunnova SSA Management” or in such capacity, the “Manager”) and as servicer (in such capacity,
AMENDED AND RESTATED PARENT GUARANTYParent Guaranty • July 3rd, 2019 • Sunnova Energy International Inc. • Electric & other services combined • New York
This AMENDED AND RESTATED PARENT GUARANTY (this “Guaranty”), dated as of June 27, 2019 (the “Effective Date”), is made by SUNNOVA ENERGY CORPORATION, a Delaware corporation (the “Parent Guarantor”), in favor of SUNNOVA TEP II HOLDINGS, LLC, a Delaware limited liability company (the “Borrower”), and CREDIT SUISSE AG, NEW YORK BRANCH (the “Administrative Agent”), as agent under that certain Amended and Restated Credit Agreement, dated as of March 29, 2019 (including all annexes, exhibits and schedules thereto, and as from time to time amended, restated, supplemented or otherwise modified, the “Credit Agreement”), by and among the Borrower, Sunnova TE Management II, LLC, as facility administrator (“Sunnova Management” or in such capacity, the “Facility Administrator”), the Administrative Agent, the financial institutions that become parties thereto as lenders (the “Lenders”), the Funding Administrative Agents named therein, Wells Fargo Bank, National Association, as paying agent and U.S.
