FIRST SUPPLEMENTAL INDENTURE
FIRST SUPPLEMENTAL INDENTURE, dated as of March 16, 2020 (this Supplemental Indenture), by and among PATTERN ENERGY GROUP INC., a Delaware corporation, as issuer (the Company), PATTERN US FINANCE COMPANY LLC, a Delaware limited liability company (the Subsidiary Guarantor), PATTERN ENERGY OPERATIONS LP, a Delaware limited partnership (Pattern Ops) and DEUTSCHE BANK TRUST COMPANY AMERICAS, as trustee (the Trustee), supplements the Indenture, dated as of July 28, 2015 (the Indenture), among the Company, the Subsidiary Guarantor and the Trustee.
RECITALS OF THE COMPANY
WHEREAS, pursuant to the Indenture, the Company issued $225,000,000 aggregate principal amount of 4.00% Convertible Senior Notes due 2020 (the Notes);
WHEREAS, pursuant to the Agreement and Plan of Merger (the Merger Agreement), dated as of November 3, 2019, among the Company, Pacific US Inc., a Delaware corporation (Parent) that is controlled by Canada Pension Plan Investment Board (CPPIB), and Pacific BidCo US Inc., a Delaware corporation and a wholly owned subsidiary of Parent (Merger Sub), Merger Sub has merged with and into the Company (the Merger), with the Company surviving the merger as a wholly owned subsidiary of Parent, and each share of Class A common stock, par value $0.01 per share, of the Company (the Common Stock) issued and outstanding immediately prior to the effective time of the Merger (the Effective Time) (other than shares of Common Stock held by Parent or Merger Sub, shares of Common Stock owned by the Company (including shares held in treasury) and shares of Common Stock owned by stockholders who have properly made and not withdrawn or lost a demand for appraisal rights under Delaware law) was converted into the right to receive $26.75 in cash, without interest and subject to applicable withholding taxes;
WHEREAS, pursuant to Section 14.07(a) of the Indenture, the Merger constitutes a Share Exchange Event, and the Indenture provides the Company shall execute with the Trustee a supplemental indenture providing that from and after the Effective Time the right to convert each $1,000 principal amount of Notes shall be changed into a right to convert such principal amount of Notes into the units of Reference Property;
WHEREAS, pursuant to the terms of the Merger Agreement and Section 14.07(a) of the Indenture, each unit of Reference Property consists of $26.75 in cash;
WHEREAS, Section 10.01(g) of the Indenture provides that the Company, the Subsidiary Guarantor and the Trustee may enter into a supplemental indenture, without prior notice to or the consent of the Holders of any of the Notes at the time outstanding, in connection with any Share Exchange Event to provide that the Notes are convertible into Reference Property, subject to the provisions of Section 14.02 of the Indenture, and to make related changes to the terms of the Notes in accordance with Section 14.07 of the Indenture;