Exhibit 10.3
EXECUTION VERSION
AMENDMENT NO. 6 TO AMENDED & RESTATED LOAN AGREEMENT G&I
THIS AMENDMENT NO. 6 TO AMENDED & RESTATED LOAN AGREEMENT (G&I) (this "Sixth
Amendment"), dated as of June 8, 2017, is by and among (i) HASI CF I Borrower
LLC, a Delaware limited liability company ("Borrower HASI"), HAT CF I Borrower
LLC, a Delaware limited liability company ("Borrower HAT I") and HAT CF II
Borrower LLC, a Delaware limited liability company ("Borrower HAT II", and
together with Borrower HASI and Borrower HAT I, the "Borrowers"), (ii) Bank of
America, N.A., in its capacity as lender under the A&R Loan Agreement (as
defined below) (in such capacity, the "Lender"), (iii) Bank of America, N.A., in
its capacity as administrative agent under the A&R Loan Agreement (in such
capacity, the "Administrative Agent") and (iv) for purposes of Sections 3 and 4
only, Bank of America, N.A., in its capacity as administrative agent under the
Other Loan Agreement (in such capacity, the "Other Administrative Agent").
WHEREAS, the Borrowers, the Lender, and the Administrative Agent are parties to
an Amended & Restated Loan Agreement (G&I) dated as of August 12, 2014 (as
amended, amended and restated, or otherwise modified from time to time, the "A&R
Loan Agreement");
WHEREAS, the Administrative Agent and the Other Administrative Agent, together
with the Grantors, the PF Collateral Agent and the G&I Collateral Agent (as such
parties are defined in the A&R Intercreditor Agreement), are parties to an
Intercreditor Agreement dated as of August 12, 2014 (as amended, amended and
restated, or otherwise modified from time to time, the "A&R Intercreditor
Agreement");
WHEREAS, (a) the Borrowers, the Lender, and the Administrative Agent have agreed
to amend certain provisions of the A&R Loan Agreement as more specifically set
forth herein and (b) the Other Administrative Agent has agreed to consent to
such amendments as more specifically set forth herein.
NOW, THEREFORE, in consideration of the premises and the agreements, provisions
and covenants herein contained, the parties hereto hereby agree as follows:
SECTION 1. Definitions.
Capitalized terms used in this Sixth Amendment but not defined herein shall have
the meanings ascribed thereto in the A&R Loan Agreement.
SECTION 2. Required Lender.
The Lender holds 100% of the Outstanding Amount and the aggregate unused
Commitments under the A&R Loan Agreement and thus constitutes the Required
Lender for purposes of the A&R Loan Agreement and this Sixth Amendment.
Project Moon (G&I)
Amendment No. 6 to A&R Loan Agreement
SECTION 3. A&R Loan Agreement Amendment.
In accordance with Section 15.1.1 of the A&R Loan Agreement and, with respect to
the Administrative Agent and the Other Administrative Agent, Section 3.4(c)(i)
of the A&R Intercreditor Agreement, and in each case subject to the terms set
forth herein, as of the date hereof, the Required Lender, the Administrative
Agent, the Other Administrative Agent and each Borrower hereby agree to amend
the A&R Loan Agreement as follows:
i. Section 2.6 of the A&R Loan Agreement is amended by deletion of clause
(b) in