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 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 January 25, 2017 (the Indenture), among the Company, the Guarantor and the Trustee.
RECITALS OF THE COMPANY
WHEREAS, pursuant to the Indenture, the Company issued $350,000,000 aggregate principal amount of 5.875% Senior Notes due 2024 (the Notes);
WHEREAS, pursuant to the Agreement and Plan of Merger, 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, 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;
WHEREAS, Section 9.01(iv) of the Indenture provides that the Company, the Guarantor and the Trustee may amend or supplement the Indenture, the Notes or the Guarantee, without the consent of any Holder of Notes, to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights under the Indenture of any Holder in any material respect;
WHEREAS, the Board of Directors has duly adopted resolutions authorizing the Company to execute and deliver this Supplemental Indenture;
WHEREAS, the Company has requested that the Trustee execute and deliver this Supplemental Indenture and has delivered to the Trustee an Officers Certificate and an Opinion of Counsel; and
WHEREAS, all conditions precedent provided for in the Indenture relating to the execution of this Supplemental Indenture have been complied with.
NOW, THEREFORE, THIS SUPPLEMENTAL INDENTURE WITNESSETH, for and in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto mutually covenant and agree for the equal and proportionate benefit of the Holders as follows: