Form of Underwriting AgreementSunnova Energy International Inc. • June 29th, 2020 • Electric & other services combined • New York
Certain stockholders of Sunnova Energy International Inc., a Delaware corporation (the “Company”) and certain holders (the “Tortoise Selling Stockholders”) of the Company’s 9.75% senior convertible notes due 2025 (the “Convertible Notes”), in each case which are named in Schedule 2 hereto (the “Selling Stockholders”) severally, and not jointly, propose to sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”) an aggregate of 8,000,000 shares of common stock, par value $0.0001 per share, of the Company (the “Securities” and such 8,000,000 shares of Securities being hereinafter referred to as the “Underwritten Shares”). In addition, each of Energy Capital Partners III, LP, Energy Capital Partners III-A, LP, Energy Capital Partners III-B, LP, Energy Capital Partners III-C, LP, Energy Capital Partners III-D, LP and Energy Capital Partners III
SUNNOVA ENERGY INTERNATIONAL INC. AND WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of May 14, 2020 9.75% Convertible Senior Notes due 2025Indenture • June 29th, 2020 • Sunnova Energy International Inc. • Electric & other services combined • New York
INDENTURE dated as of May 14, 2020 (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”).
SUNNOVA HELIOS IV ISSUER, LLC SOLAR LOAN BACKED NOTES, SERIES 2020-A $135,850,000 2.98% Solar Loan Backed Notes, Series 2020-A, Class A $22,642,000 7.25% Solar Loan Backed Notes, Series 2020-A, Class B NOTE PURCHASE AGREEMENTNote Purchase Agreement • June 29th, 2020 • Sunnova Energy International Inc. • Electric & other services combined • New York
AMENDMENT NO. 1 TO AMENDED AND RESTATED CREDIT AGREEMENT (SLA)Credit Agreement • June 29th, 2020 • Sunnova Energy International Inc. • Electric & other services combined
This AMENDMENT NO. 1 TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”), is dated as of June 5, 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 AND EXCHANGE AGREEMENTPurchase and Exchange Agreement • June 29th, 2020 • Sunnova Energy International Inc. • Electric & other services combined • New York
PURCHASE AND EXCHANGE AGREEMENT (this “Agreement”), dated as of May 13, 2020, 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 (including the Existing Investors (as defined below), 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.
OMNIBUS AMENDMENTManagement Agreement • June 29th, 2020 • Sunnova Energy International Inc. • Electric & other services combined
THIS OMNIBUS AMENDMENT (this “Amendment”) is made as of this 14th day of May, 2020, by and among SUNNOVA TEP HOLDINGS, LLC, a Delaware limited liability company (the “Borrower”), SUNNOVA TE MANAGEMENT, LLC, a Delaware limited liability company, in its capacity as Facility Administrator (the “Facility Administrator”), CREDIT SUISSE AG, NEW YORK BRANCH, in its capacity as Administrative Agent for the Lenders (the “Administrative Agent”), the Lenders and the Funding Agents representing a group of Lenders party to the Credit Agreement (defined below) (together with the Borrower, the Administrative Agent, the Lenders and the Facility Administrator, the “Parties”), and amends (i) that certain Credit Agreement, dated as of September 6, 2019, as amended by that certain First Amendment to Credit Agreement, dated as of December 2, 2019, as further amended by that certain Consent and Second Amendment to Credit Agreement, dated as of December 31, 2019, as further amended by that certain Third Amen
BOARD DESIGNATION AGREEMENTBoard Designation Agreement • June 29th, 2020 • Sunnova Energy International Inc. • Electric & other services combined • Delaware
This BOARD DESIGNATION AGREEMENT (this “Agreement”), dated as of May 14, 2020, is entered into by and among Sunnova Energy International Inc., a Delaware corporation (the “Company”), and Kayne Multiple Strategy Fund, L.P., a Delaware limited partnership, Kayne Solutions Fund, L.P., a Delaware limited liability company, San Bernardino County Employees’ Retirement Association, a government public pension plan formed in the State of California, and TFGI Holdings LLC, a Delaware limited liability company, (together with their respective Controlled Affiliates, the “Investors”).
FIRST AMENDMENT TO THE SECOND AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 29th, 2020 • Sunnova Energy International Inc. • Electric & other services combined
THIS FIRST AMENDMENT TO THE SECOND AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Amendment”) is made as of May 14, 2020 (the “Effective Date”) by and among Sunnova Energy International Inc., a Delaware corporation (the “Company”), and each of the stockholders of the Company listed on the signature pages hereto (together with the Company, the “Parties”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 29th, 2020 • Sunnova Energy International Inc. • Electric & other services combined • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), is made as of May 14, 2020 by and among Sunnova Energy International Inc., a Delaware corporation (the “Company”), and each of the parties listed on Schedule A hereto.
