Hannon Armstrong Sustainable Infrastructure Capital, Inc. HAT Holdings I LLC HAT Holdings II LLC REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 11th, 2023 • Hannon Armstrong Sustainable Infrastructure Capital, Inc. • Real estate investment trusts • New York
HAT Holdings I LLC, a Maryland limited liability company, and HAT Holdings II LLC, a Maryland limited liability company (HAT Holdings I LLC and HAT Holdings II LLC, each, an “Issuer” and, together, the “Issuers”), propose to issue and sell to the initial purchasers listed in Exhibit A to the Purchase Agreement referred to below (the “Initial Purchasers”), for whom Morgan Stanley & Co. LLC and Citigroup Global Markets Inc. are acting as representatives (the “Representatives”), their 3.750% Green Exchangeable Senior Unsecured Notes due 2028 (the “Notes”), guaranteed by Hannon Armstrong Sustainable Infrastructure Capital, Inc., a Maryland corporation and an indirect parent of the Issuers, (the “Company”), and the other guarantors listed in Exhibit B to the Purchase Agreement referred to below (collectively with the Company, the “Guarantors”), upon the terms set forth in the Purchase Agreement, dated August 7, 2023 (the “Purchase Agreement”), by and among the Issuers, the Guarantors and th
Dealer’s name] [Dealer’s address]1Hannon Armstrong Sustainable Infrastructure Capital, Inc. • August 11th, 2023 • Real estate investment trusts
The definitions and provisions contained in the 2002 ISDA Equity Derivatives Definitions (the “Equity Definitions”), as published by the International Swaps and Derivatives Association, Inc. (“ISDA”), are incorporated into this Confirmation. In the event of any inconsistency between the Equity Definitions and this Confirmation, this Confirmation shall govern. Certain defined terms used herein are based on terms that are defined in the Offering Memorandum dated August [__], 2023 (the “Offering Memorandum”) relating to the [ ]% Green Exchangeable Senior Unsecured Notes due 2028 (as originally issued by Counterparty, the “Exchangeable Notes” and each USD 1,000 principal amount of Exchangeable Notes, an “Exchangeable Note”) issued by Counterparty in an aggregate initial principal amount of USD [350,000,000] (as increased by [up to]2 an aggregate principal amount of USD [52,500,000] [if and to the extent that]3[pursuant to the exercise by]4 the Initial Purchasers (as defined below) [exercis
HAT HOLDINGS I LLC AND HAT HOLDINGS II LLC, as Companies AND HANNON ARMSTRONG SUSTAINABLE INFRASTRUCTURE CAPITAL, INC. AND THE OTHER GUARANTORS NAMED ON THE SIGNATURE PAGES HERETO, as Guarantors AND U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION as...Indenture • August 11th, 2023 • Hannon Armstrong Sustainable Infrastructure Capital, Inc. • Real estate investment trusts • New York
INDENTURE dated as of August 11, 2023 among HAT Holdings I LLC and HAT Holdings II LLC, each a Maryland limited liability company, as issuers (the “Companies”, as more fully set forth in Section 1.01), Hannon Armstrong Sustainable Infrastructure Capital, Inc., a Maryland corporation (“HASI”) and the Guarantors listed on the signature pages hereto, and U.S. Bank Trust Company, National Association, a national banking association, as trustee (the “Trustee”, as more fully set forth in Section 1.01).
