Exhibit 4.15
EXECUTION VERSION
Kanak Renewables Limited
Rajat Renewables Limited
ReNew Clean Energy Private Limited
ReNew Saur Urja Private Limited
ReNew Solar Energy (Telangana) Private Limited
ReNew Wind Energy (Budh 3) Private Limited
ReNew Wind Energy (Devgarh) Private Limited
ReNew Wind Energy (Rajasthan 3) Private Limited
as Co-Issuers and Guarantors
RENEW POWER LIMITED
as Parent Guarantor
CITICORP INTERNATIONAL LIMITED
as Trustee
SUPPLEMENTAL INDENTURE
Dated as of March 26, 2019
US$435,000,000 6.67% SENIOR SECURED NOTES DUE 2024
SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of March 26, 2019, among Kanak Renewables Limited, Rajat Renewables Limited, ReNew Clean Energy Private Limited, ReNew Saur Urja Private Limited, ReNew Solar Energy (Telangana) Private Limited, ReNew Wind Energy (Budh 3) Private Limited, ReNew Wind Energy (Devgarh) Private Limited and ReNew Wind Energy (Rajasthan 3) Private Limited (the “Co-Issuers” and the “Guarantors”, and each a “Co-Issuer” and a “Guarantor”) and ReNew Power Limited (the “Parent Guarantor”) and Citicorp International Limited, as trustee (the “Trustee”).
W I T N E S S E T H:
WHEREAS the Co-Issuers, the Parent Guarantor and the Trustee are parties to an indenture, dated as of March 12, 2019 (the “Original Indenture” and, as amended, supplemented, waived or otherwise modified, including by this Supplemental Indenture, the “Indenture”), providing for the issuance of the Co-Issuers’ US$375,000,000 6.67% Senior Secured Notes due 2024 (the “Original Notes”);
WHEREAS, by virtue of Section 2.01(e) (Further Issues) of the Indenture, the Co-Issuers will, without notice to or the consent of the Holders, on the date hereof, create and issue the additional US$60,000,000 6.67% Senior Secured Notes due 2024 (the “Additional Notes”) having the same terms and conditions as the Original Notes (including the benefit of the Guarantees) in all respects (or in all respects except for the issue date, the issue price and the first payment of interest on them), and such Additional Notes will be consolidated and form a single series with the Original Notes (together with the Additional Notes, the “Notes”);
WHEREAS, by virtue of Section 9.01(f) (Amendment, Supplement and Waiver - Without Consent of Holders) of the Indenture, the Co-Issuers, the Guarantors, the Parent Guarantor and the Trustee wish to make certain amendments to the Original Indenture in order to effectuate the issuance of the Additional Notes;
NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Co-Issuers, the Parent Guarantor and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders as follows:
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EXHIBIT
INFORMATION REGARDING THE NOTES AND THE ORIGINAL NOTES FOR PURPOSES OF RBI LOAN REGISTRATION NUMBERS
Each Co-Issuer will act as a primary obligor in respect of the principal amount of the part of the Notes set out below and as a guarantor in respect of the balance. The rate of interest on the principal amount of the part of the Notes in respect of which the Co-Issuer is acting as a primary obligor (and not as a guarantor) is set out below. Any partial early redemption, repurchase or repayment of Notes will be on a pro rata basis based on the principal amounts of Notes in respect of which each Co-Issuer acts as a primary obligor.
Co-Issuer | Primary Obligation (in USD) | Rate of Interest | Expected interest cost on an annualised basis (rounded down to second decimal place) |
Kanak Renewables Limited | 20,931,345.07 | 6.87% per annum, payable semi-annually in arrears on each March 12 and September 12, commencing on September 12, 2019 | 1,437,983.40
|
Rajat Renewables Limited | 3,379,904.34 | 6.86951800%* per annum, payable semi-annually in arrears on each March 12 and September 12, commencing on September 12, 2019 | 232,183.13*
|
ReNew Clean Energy Private Limited | 22,212,200.00
| 6.87% per annum, payable semi-annually in arrears on each March 12 and September 12, commencing on September 12, 2019 | 1,525,978.14
|
ReNew Clean Energy Private Limited | 23,500,000.00 | 6.67%** per annum, payable semi-annually in arrears on each March 12 and September 12, commencing on September 12, 2019 | 1,567,450.00 |
ReNew Saur Urja Private Limited | 69,799,059.93
| 6.86% per annum, payable semi-annually in arrears on each March 12 and September 12, commencing on September 12, 2019 | 4,788,215.51 |
ReNew Saur Urja Private Limited | 6,790,000.00 | 6.67%** per annum, payable semi-annually in arrears on each March 12 and September 12, commencing on September 12, 2019 | 452,893.00 |
ReNew Solar Energy (Telangana) Private Limited | 80,505,875.58
| 6.87% per annum, payable semi-annually in arrears on each March 12 and September 12, commencing on September 12, 2019 | 5,530,753.65 |
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ReNew Solar Energy (Telangana) Private Limited | 11,800,000.00 | 6.67%** per annum, payable semi-annually in arrears on each March 12 and September 12, commencing on September 12, 2019 | 787,060.00 |
ReNew Wind Energy (Budh 3) Private Limited | 29,171,615.08
| 6.87% per annum, payable semi-annually in arrears on each March 12 and September 12, commencing on September 12, 2019 | 2,004,089.95 |
ReNew Wind Energy (Budh 3) Private Limited | 17,000,000.00 | 6.67%** per annum, payable semi-annually in arrears on each March 12 and September 12, commencing on September 12, 2019 | 1,133,900.00 |
ReNew Wind Energy (Devgarh) Private Limited | 31,712,852.30 | 6.52% per annum, payable semi-annually in arrears on each March 12 and September 12, commencing on September 12, 2019 | 2,067,677.96 |
ReNew Wind Energy (Devgarh) Private Limited | 15,677,147.70
| 6.87% per annum, payable semi-annually in arrears on each March 12 and September 12, commencing on September 12, 2019 | 1,077,020.04 |
ReNew Wind Energy (Devgarh) Private Limited | 910,000.00 | 6.67%** per annum, payable semi-annually in arrears on each March 12 and September 12, commencing on September 12, 2019 | 60,697.00 |
ReNew Wind Energy (Rajasthan 3) Private Limited | 78,025,774.08
| 6.06% per annum, payable semi-annually in arrears on each March 12 and September 12, commencing on September 12, 2019 | 4,728,361.90 |
ReNew Wind Energy (Rajasthan 3) Private Limited | 23,584,225.92
| 6.87% per annum, payable semi-annually in arrears on each March 12 and September 12, commencing on September 12, 2019 | 1,620,236.32 |
* Subject to any final adjustments that may be required in respect of obtaining the RBI Loan Registration Numbers and filing the Form ECBs.
** Interest will be paid on such Notes, as if such Notes were issued on the Original Issue Date.
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Dated: March 26, 2019
Kanak Renewables Limited |
|
By: /s/ Achintya Singhal |
Name: Achintya Singhal |
Title: Authorised Signatory |
Rajat Renewables Limited as Co-Issuer and Guarantor |
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By: /s/ Achintya Singhal |
Name: Achintya Singhal |
Title: Authorised Signatory |
ReNew Clean Energy Private Limited as Co-Issuer and Guarantor |
|
By: /s/ Achintya Singhal |
Name: Achintya Singhal |
Title: Authorised Signatory |
ReNew Saur Urja Private Limited as Co-Issuer and Guarantor |
|
By: /s/ Achintya Singhal |
Name: Achintya Singhal |
Title: Authorised Signatory |
ReNew Solar Energy (Telangana) Private Limited as Co-Issuer and Guarantor |
|
By: /s/ Achintya Singhal |
Name: Achintya Singhal |
Title: Authorised Signatory |
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ReNew Wind Energy (Budh 3) Private Limited as Co-Issuer and Guarantor |
|
By: /s/ Achintya Singhal |
Name: Achintya Singhal |
Title: Authorised Signatory |
ReNew Wind Energy (Devgarh) Private Limited |
|
By: /s/ Achintya Singhal |
Name: Achintya Singhal |
Title: Authorised Signatory |
ReNew Wind Energy (Rajasthan 3) Private Limited as Co-Issuer and Guarantor |
|
By: /s/ Achintya Singhal |
Name: Achintya Singhal |
Title: Authorised Signatory |
ReNew Power Limited |
|
By: /s/ Achintya Singhal |
Name: Achintya Singhal |
Title: Authorised Signatory |
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Citicorp International Limited as Trustee |
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By: /s/ Ishita Krishna |
Name: Ishita Krishna |
Title: Vice President |
|
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