TPI Amended and Restated
Financing Agreement
Schedule 1.01(A)
Lenders and Lenders’ Commitments
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Lender
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Revolving
Credit
Commitment
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Existing Term
Loan 1
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Restatement
Term Loan
Commitment
(as of the
Restatement
Effective Date) 2
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Total Amount of
Existing Term
Loan, Restatement
Term Loan
Commitment and
Revolving Credit
Commitment
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Aiguilles Rouges Sector A Investment Fund, L.P.
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$
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0.00
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$
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32,014,523.41
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$
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677,682.19
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$
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32,692,205.60
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GIM, L.P.
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$
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0.00
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19,483,107.30
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$
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412,417.65
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$
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19,895,524.95
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Swiss Capital HPS Private Debt Fund L.P.
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$
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0.00
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10,493,124.69
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$
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222,118.05
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$
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10,715,242.74
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AXA Equitable Life Insurance Company
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$
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0.00
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$
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6,558,202.93
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$
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138,823.78
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$
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6,697,026.71
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Capital One, N.A.
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$
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25,000,000.00
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$
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4,896,354.17
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$
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103,645.83
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$
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30,000,000.00
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Totals:
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$
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25,000,000.00
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$
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73,445,312.50
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$
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1,554,687.50
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$
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100,000,000.00
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1
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This column represents the principal amount of the Existing Term Loan held by each Lender immediately prior to the Restatement Effective Date.
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2
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The amounts in this column represent additional Term Loan Commitments with respect to the Restatement Term Loans to be made on the Restatement Effective Date.
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Schedule 1.01(B)
Adjustments to Consolidated Net Income
Adjustments to Consolidated Net Income consist of adjustments related to bill and hold transactions. These transactions result in (i) the deferral of revenue related to blades that have been invoiced but not picked up by or shipped to the customer so title and/or risk of loss have not transferred and therefore revenue recognition must be deferred, and (ii) the recognition of revenue that was previously deferred once title to and risk of loss has transferred to the customer. An example is as follows:
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($ in thousands)
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2015
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GAAP revenue
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$
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585,852
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B&H revenue adjustments
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Add: Blades invoiced but not shipped in 2015
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65,520
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Less: Blades invoiced in prior years but shipped in 2015
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(59,476
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)
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Foreign currency adjustment
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8,211
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GAAP revenue adjusted for bill & hold (Total billings)
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$
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600,107
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GAAP net income attributable to TPI Composites
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$
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7,682
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Add:
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B&H revenue
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65,520
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B&H COGS
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(49,594
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)
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Foreign currency adjustment
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8,211
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24,137
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Less:
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B&H revenue
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(59,476
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)
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B&H COGS
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55,794
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Foreign currency adjustment
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(7,597
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)
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(11,279
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)
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GAAP net income adjusted for bill & hold
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$
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20,540
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Schedule 1.01(C)
Permitted Projects
1.
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TPI Wind Blade Dafeng Company Limited:
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•
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Notwithstanding anything to the contrary contained herein or in the Financing Agreement, this project shall not constitute a “Permitted Project” until (i) the Required Lenders are satisfied in their reasonable discretion with the final business plan and supply agreement for such project (the “ Dafeng Supply Agreement ”) and (ii) the Administrative Agent has received a fully executed copy of the Dafeng Supply Agreement
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•
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Facility build out and equipment for proposed Nordex contract
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•
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Capital Expenditures not to exceed $20,000,000
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•
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EBITDA losses that the Collateral Agent shall permit to be added back to Consolidated EBITDA, after the start date of such project (in each case up to the amounts set forth herein and to the extent actually incurred):
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•
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First Fiscal Quarter (Q3 2017) after start date: $325,000
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•
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Second Fiscal Quarter (Q4 2017) after start date: $900,000 or $1,225,000 in the aggregate
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•
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Third Fiscal Quarter (Q1 2018) after start date: $1,625,000 or $2,850,000 in the aggregate
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•
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Fourth Fiscal Quarter (Q2 2018) after start date: $1,225,000 or $4,075,000 in the aggregate
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2.
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TPI Mexico, LLC (Mexico 2):
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•
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Facility build out and expansion for second Mexican facility
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•
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Capital expenditures not to exceed: $20,500,000
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•
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Letter of Credit: $3,000,000 to support tenant improvements for phase 1 Mexico 2 facility and lease obligations
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•
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EBITDA losses that the Collateral Agent shall permit to be added back to Consolidated EBITDA, after the start date of such project (in each case up to the amounts set forth herein and to the extent actually incurred):
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•
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First Fiscal Quarter (Q1 2016) after start date: $230,000
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•
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Second Fiscal Quarter (Q2 2016) after start date: $675,000 or $905,000 in the aggregate
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•
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Third Fiscal Quarter (Q3 2016) after start date: $1,670,000 or $2,575,000 in the aggregate
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•
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Fourth Fiscal Quarter (Q4 2016) after start date: $2,550,000 or $5,125,000 in the aggregate
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•
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Fifth and Sixth Fiscal Quarters (combined) (Q1 & Q2 2017) after start date: $1,500,000 or $6,625,000 in the aggregate
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•
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Permitted Purchase Money Indebtedness Allowance: $10,000,000
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•
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Increase to existing TPI Composites, Inc. supply agreement guarantee in favor of Gamesa SA - $30,000,000 increase if GA is using 6 lines and $35,000,000 increase if GA is using 7 lines; guarantee for obligations under the SA shall remain in full force and effect until the earlier of (a) the expiration of the Warranty Period, or (b) such time that TPI Mexico, LLC
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(or its successor that is an affiliate of TPI Composites, Inc.) either has a positive net worth/equity of at least $2,000,000 or that TPI Mexico, LLC (or its successor that is a an affiliate of TPI Composites, Inc.) has a current financial ratio (assets to liabilities) of 1.1:1.0 or greater
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•
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Vesta Baja California, S. de R.L. de C.V. – guarantee by TPI Composites, Inc. of obligations under lease agreement shall remain in full force and effect until all obligation and liabilities under the lease agreement have been fully discharged
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•
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Facility build out and equipment for Vestas Supply Agreement and Nordex Supply Agreement
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Permitted Purchase Money Indebtedness Allowance: $22,000,000; provided, that such Permitted Purchase Money Indebtedness (i) can only be incurred to finance the purchase of real assets in conjunction with such project, (ii) shall be denominated in either Euros or Turkish Lira, and (iii) shall not be guaranteed by, nor shall the holders of such Indebtedness have any recourse to, any Loan Party
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Capital expenditures not to exceed $24,500,000
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EBITDA losses (including EMEA corporate costs) that the Collateral Agent shall permit to be added back to Consolidated EBITDA, after the start date of such project (in each case up to the amounts set forth herein and to the extent actually incurred):
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•
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First Fiscal Quarter (Q1 2016) after start date: $242,000
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Second Fiscal Quarter (Q2 2016) after start date: $630,000 or $872,000 in the aggregate
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Third Fiscal Quarter (Q3 2016) after start date: $3,400,000 or $4,272,000 in the aggregate
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Fourth Fiscal Quarter (Q4 2016) after start date: $4,300,000 or $8,572,000 in the aggregate
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Fifth Fiscal Quarter (Q1 2017) after start date: $1,800,000 or $10,372,000 in the aggregate
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Sixth Fiscal Quarter (Q2 2017) after start date: $2,000,000 or $12,372,000 in the aggregate
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•
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Seventh Fiscal Quarter (Q3 2017) after start date: $1,625,000 or $13,997,000 in the aggregate
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Eighth Fiscal Quarter (Q4 2017) after start date: $1,000,000 or $14,997,000 in the aggregate
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Facility build out and expansion for third Mexican facility
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•
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Capital expenditures not to exceed: $22,000,000
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•
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Letter of Credit: $3,000,000 to support tenant improvements for phase 1 Mexico 3 facility and lease obligations
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•
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EBITDA losses that the Collateral Agent shall permit to be added back to Consolidated EBITDA, after the start date of such project (in each case up to the amounts set forth herein and to the extent actually incurred):
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First Fiscal Quarter (Q3 2016) after start date: $50,000
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Second Fiscal Quarter (Q4 2016) after start date: $150,000 or $200,000 in the aggregate
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Third Fiscal Quarter (Q1 2017) after start date: $2,600,000 or $2,800,000 in the aggregate
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Fourth Fiscal Quarter (Q2 2017) after start date: $2,000,000 or $4,800,000 in the aggregate
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Permitted Purchase Money Indebtedness Allowance: $15,000,000
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Vesta Baja California, S. de R.L. de C.V. – guarantee by TPI Composites, Inc. of obligations under lease agreement shall remain in full force and effect until all obligation and liabilities under the lease agreement have been fully discharged
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