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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:

1.
Definitions. Capitalized terms used but not defined herein shall have the meanings assigned to them in the Indenture.
2.
Amendment. Exhibit F to the Original Indenture is hereby deemed deleted and replaced in its entirety by Exhibit hereto.
3.
Ratification of Indenture. Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect.
4.
Supplemental Indenture Part of Indenture. This Supplemental Indenture is supplemental to the Indenture and does and shall be deemed to form a part of, and shall be construed in connection with and as part of, the Indenture for any and all purposes.
5.
Governing Law. This Supplemental Indenture shall be governed by, and construed in accordance with, the laws of the State of New York.
6.
Trustee Makes No Representation. The Trustee makes no representation as to the validity or sufficiency of this Supplemental Indenture. The recitals of fact contained herein shall be treated as statements of the other parties hereto and not the Trustee.

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7.
Counterparts. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.
8.
Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction thereof.

 

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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
as Co-Issuer and Guarantor

 

By:      /s/ Achintya Singhal

Name: Achintya Singhal

Title: Authorised Signatory

Rajat Renewables Limited

as Co-Issuer and Guarantor

 

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
as Co-Issuer and Guarantor

 

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
as Parent Guarantor

 

By:      /s/ Achintya Singhal

Name: Achintya Singhal

Title: Authorised Signatory

 

 

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Citicorp International Limited

as Trustee

 

By:    /s/ Ishita Krishna

Name: Ishita Krishna

Title: Vice President

 

 

 

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