7.75% Convertible Senior Notes due 2027Indenture • February 25th, 2020 • Sunnova Energy International Inc. • Electric & other services combined • New York
INDENTURE dated as of December 23, 2019 (the “Issue Date”) between SUNNOVA ENERGY INTERNATIONAL INC., a Delaware corporation, as issuer (the “Company,” as more fully set forth in Section 1.01) and WILMINGTON TRUST, NATIONAL ASSOCIATION, as trustee (the “Trustee,” as more fully set forth in Section 1.01) and as conversion agent (the “Conversion Agent”).
PARENT GUARANTYParent Guaranty • February 25th, 2020 • Sunnova Energy International Inc. • Electric & other services combined • New York
This PARENT GUARANTY (this “Guaranty”), dated as of December 30, 2019, is made by SUNNOVA ENERGY CORPORATION, a Delaware corporation (the “Parent Guarantor”), in favor of SUNNOVA TEP INVENTORY, LLC, a Delaware limited liability company (the “Borrower”), and CREDIT SUISSE AG, NEW YORK BRANCH (the “Administrative Agent”), as administrative agent under that certain Credit Agreement, dated as of even date herewith (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, the Administrative Agent, the financial institutions that become parties thereto as lenders (the “Lenders”), each funding agent representing a group of Lenders (the “Funding Agents” and each a “Funding Agent”), and Wells Fargo Bank, National Association, as paying agent (the “Paying Agent”). Capitalized terms used but not defined herein shall have the meanings specified in the Credit Agreement.
AMENDMENT NO. 3 TO AMENDED AND RESTATED CREDIT AGREEMENT (SLA)Credit Agreement • February 25th, 2020 • Sunnova Energy International Inc. • Electric & other services combined
This AMENDMENT NO. 3 TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”), is dated as of December 4, 2019 (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”).
PURCHASE AGREEMENTPurchase Agreement • February 25th, 2020 • Sunnova Energy International Inc. • Electric & other services combined • New York
PURCHASE AGREEMENT (this “Agreement”), dated as of December 20, 2019, by and among Sunnova Energy International Inc., a Delaware corporation (the “Company”) and the entities listed on the signature pages hereto or who become parties to this Agreement via a Joinder in connection with any Transfers of Notes or Transfers by the Investors of the option to purchase Additional Notes set forth in Section 1.3 hereof (the “Investors” and, together with the Company, the “Parties”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in Annex A hereto and the rules of construction applicable to this Agreement are set forth in Annex B.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 25th, 2020 • Sunnova Energy International Inc. • Electric & other services combined • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), is made as of December 23, 2019, by and among Sunnova Energy International Inc., a Delaware corporation (the “Company”), and each of the parties listed on Schedule A hereto.
