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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 “Expansion 5 Supply Agreement”)
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and (ii) the Administrative Agent has received a fully executed copy of the Expansion 5 Supply Agreement.
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•
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Facility build out and expansion for fourth 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: $3,500,000 to support tenant improvements for phase 1 Mexico 4 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 2017) after start date: $70,000
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•
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Second Fiscal Quarter (Q2 2017) after start date: $600,000 or $670,000 in the aggregate
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•
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Third Fiscal Quarter (Q3 2017) after start date: $600,000 or $1,270,000 in the aggregate
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•
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Fourth Fiscal Quarter (Q4 2017) after start date: $2,800,000 or $4,070,000 in the aggregate
|
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•
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Fifth Fiscal Quarter (Q1 2018) after start date: $2,850,000 or $6,920,000
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•
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Sixth Fiscal Quarter (Q2 2018) after start date: $2,000,000 or $8,920,000
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•
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Permitted Purchase Money Indebtedness Allowance: $15,000,000
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•
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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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6.
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Advance Manufacturing Technology Initiative:
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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
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•
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Implementation of operational efficiency improvement initiatives
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•
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Capital expenditures not to exceed: $3,000,000
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Schedule 1.01(D)
Ineligible Assignees
Part A
Competitors of TPI Composites, Inc. which are blade manufacturers for the wind industry operating in substantially similar business lines and in substantially similar markets.
Part B
Angelo, Gordon & Co.
Appaloosa Management
Aurora Resurgence
BlackDiamond
DDJ Capital
D.E. Shaw
Diamond Castle
Doughty Hanson & Co.
Greywolf Capital Management
Harbinger Capital Partners
Highland Capital Management
Nautic Partners
Silver Point Capital
Any debt funds generally known to be affiliates of the entities in Part B above which use the same or similar names and are known to be under common control with such entities.
Schedule 6.01(e)
Capitalization
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Subsidiary
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Ownership
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Composite Solutions, Inc.
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TPI Composites, Inc. (100%)
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TPI Arizona, LLC
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TPI Composites, Inc. (100%)
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TPI China, LLC
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TPI Composites, Inc. (100%)
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TPI Composites (Taicang) Company Limited
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TPI China, LLC (100%)
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TPI Wind Blade Dafeng Company Limited
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TPI Composites (Taicang) Company Limited (100%)
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TPI Composites, LLC
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TPI Inc. (100%)
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TPI-Composites, S. de R.L. de C.V.
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TPI Mexico, LLC (99.8%)
TPI Mexico II, LLC (0.2%)
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TPI Composites Services S. de R.L. de C.V.
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TPI Mexico III, LLC (99.8%)
TPI Mexico IV, LLC (0.2%)
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TPI Inc.
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Composite Solutions, Inc. (100%)
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TPI Iowa, LLC
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TPI Composites, Inc. (100%)
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TPI Kompozit Kanat Sanayi Ve Ticaret A.Ş.
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TPI Turkey, LLC (99.09%)
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TPI Turkey II, LLC (0.455%)
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TPI Turkey III, LLC (0.455%)
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TPI Turkey, LLC, TPI Turkey II, LLC and
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TPI Turkey III, LLC own an aggregate of (100%)
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TPI Kompozit Kanat 2 Uretim Sanayi Ve Ticaret Limited Sirketi
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TPI Turkey Izbas, LLC (100%)
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TPI Mexico, LLC
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TPI Composites, Inc. (100%)
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TPI Mexico II, LLC
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TPI Composites, Inc. (100%)
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TPI Mexico III, LLC
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TPI Composites, Inc. (100%)
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TPI Mexico IV, LLC
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TPI Composites, Inc. (100%)
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TPI Mexico V, LLC (f/k/a TPI Morocco I, LLC)
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TPI Composites, Inc. (100%)
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TPI Morocco, LLC
|
|
TPI Composites, Inc. (100%)
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TPI Technology, Inc.
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|
Composite Solutions, Inc. (100%)
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TPI Turkey, LLC
|
|
TPI Composites, Inc. (100%)
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TPI Turkey II, LLC
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|
TPI Composites, Inc. (100%)
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TPI Turkey III, LLC
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|
TPI Composites, Inc. (100%)
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TPI Turkey Izbas, LLC
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TPI Composites, Inc. (100%)
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