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SEC Filings
10-K
TERRAFORM POWER, INC. filed this Form 10-K on 07/21/2017
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WHEREAS, pursuant to Section 6.7(a) of the Credit Agreement, Borrower may not permit the Debt Service Coverage Ratio as of the last day of Q3 2016 to be less than 1.75:1.00 (the “Q3 2016 Debt Service Coverage Ratio”);
WHEREAS, pursuant to Section 6.7(b)(ii) of the Credit Agreement, Borrower may not permit the Leverage Ratio as of the last day of Q3 2016 to exceed 6.00:1.00 (the “Q3 2016 Leverage Ratio”);
WHEREAS, the Credit Parties have requested that the Requisite Lenders and Administrative Agent consent to a waiver of certain provisions of the Credit Agreement as provided for herein; and
WHEREAS, subject to certain conditions, the Requisite Lenders and Administrative Agent are willing to consent to such waiver on the terms provided for herein.
NOW, THEREFORE, in consideration of the premises and the agreements, provisions and covenants herein contained, the parties hereto agree as follows:
SECTION I.
WAIVER OF CERTAIN COVENANTS
A.    Notwithstanding anything to the contrary contained in the Credit Agreement and pursuant to Section 10.5 of the Credit Agreement, the Administrative Agent and the Requisite Lenders hereby waive, for all purposes of the Credit Agreement, (i) any and all Defaults or Events of Default (whether existing as of, prior to or after the date hereof), and the consequences thereof, that may occur or may have occurred, directly or indirectly, as a result of, arising from, relating to or in connection with a failure to comply with any of the covenants (all such covenants, the “Waived Covenants”) set forth in (a) Section 5.1(b) of the Credit Agreement with respect to the Q3 2016 Financial Information; (b) Section 5.1(d) of the Credit Agreement with respect to Q3 2016; (c) Section 6.7(a) of the Credit Agreement with respect to the Q3 2016 Debt Service Coverage Ratio; (d) Section 6.7(b)(ii) of the Credit Agreement with respect to the Q3 2016 Leverage Ratio; and (e) Section 5.1(f) of the Credit Agreement with respect to any condition, event or change as a result of, arising from, relating to or in connection with a failure to comply with any of covenants referred to in the foregoing clauses (a) through (d) and (ii) compliance with the Waived Covenants, in each case of clauses (i) and (ii) effective on the Effective Date (as defined below) (the waivers contemplated by clauses (i) and (ii) of this Section I.A., collectively, the “Waiver”). For the avoidance of doubt, this Waiver does not include a waiver of any Event of Default occurring under Section 8.1(b) of the Credit Agreement.
B.    If Holdings fails to deliver to the Administrative Agent and Lenders, on or prior to January 1, 2017, either (x) the financial statements and accompanying report required to be delivered pursuant to Section 5.1(c) of the Credit Agreement with respect to the Fiscal Year ended December 31, 2015 or (y) the Q3 2016 Financial Information together with a duly executed and completed Compliance Certificate (which, for clarity, need not set forth or demonstrate that the Q3 2016 Debt Service Coverage Ratio or the Q3 2016 Leverage Ratio are in compliance with Section 6.7 of the Credit Agreement), and an updated organizational chart of Borrower in the form of Schedule 4.1 to the Credit Agreement, with respect to Q3 2016, the Waiver will terminate on, and be of no further

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