INCREMENTAL FACILITY AGREEMENT
INCREMENTAL FACILITY AGREEMENT, dated February 26, 2020 (this Agreement), by and among each of the signatories hereto, to the Credit Agreement, dated as of April 6, 2018 (as amended, restated, supplemented or otherwise modified from time to time, and as modified by this Agreement, the Credit Agreement), among TPI Composites, Inc., a Delaware corporation (the Borrower), the Lenders from time to time party thereto and JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the Administrative Agent). Capitalized terms used in this Agreement without definition shall have the meanings given them in the Credit Agreement.
W I T N E S S E T H
WHEREAS, pursuant to Section 2.20 of the Credit Agreement, the Borrower has the right, subject to the terms and conditions thereof, to effectuate from time to time an increase in the Aggregate Revolving Commitment under the Credit Agreement by requesting one or more Lenders to increase the amount of its Revolving Commitment and/or by inviting one or more new banks, financial institutions or other entities to extend Revolving Commitments;
WHEREAS, the Borrower has given written notice to the Administrative Agent of its intention to, on the date hereof, increase the Aggregate Revolving Commitment by $55,000,000 (such increase, the Incremental Commitments) pursuant to such Section 2.20 and the Administrative Agent hereby acknowledges receipt of such notice;
WHEREAS, pursuant to Section 2.20 of the Credit Agreement, the undersigned Lenders party to the Credit Agreement immediately prior to the Incremental Facility Effective Date (as defined below) and signing this Agreement as an Increasing Lender (collectively, the Increasing Lenders and each individually, an Increasing Lender) now desire to increase the amount of their respective Revolving Commitments under the Credit Agreement by executing and delivering to the Borrower and the Administrative Agent counterparts to this Agreement;
WHEREAS, the Credit Agreement provides in Section 2.20 thereof that (x) the Borrower may arrange for any new bank, financial institution or other entity (other than an Ineligible Institution) to extend Revolving Commitments under the Credit Agreement and, if such Person is not then a Lender or an Affiliate of a Lender, such Person shall be reasonably acceptable to the Administrative Agent, the Issuing Banks and the Swingline Lender and (y) the Incremental Commitments shall be effectuated pursuant to one or more Incremental Facility Agreements executed and delivered by the Borrower, each Incremental Lender providing such Incremental Commitments and the Administrative Agent; and
WHEREAS, each of the undersigned financial institutions signing this Agreement as an Augmenting Lender (collectively, the Augmenting Lenders and each individually, an Augmenting Lender; the Augmenting Lenders, together with the Increasing Lenders, the Incremental Revolving Lenders and each individually, an Incremental Revolving Lender) was not party to the Credit Agreement immediately prior to the Incremental Facility Effective Date but now desires to become a party thereto by executing and delivering to the Borrower and the Administrative Agent counterparts to this Agreement;