Other Information
−Removed: Amendment to JV Operating Agreement
−Removed: On May 6, 2025, each of HASI CarbonCount Holdings 1, LLC (“HASI CarbonCount”), a Delaware limited liability company and indirect subsidiary of HA Sustainable Infrastructure Capital, Inc., and Hoops Midco, LLC (“KKR Hoops”), an investment vehicle established as a Delaware limited liability company and managed by an affiliate of Kohlberg Kravis Roberts & Co.
−Removed: L.P., entered into a Second Amendment (the “Amendment”) to the Second Amended and Restated LLC Operating Agreement (the “Agreement”) of CarbonCount Holdings 1 LLC (the “JV”).
−Removed: The following is a brief description of the terms of the Amendment.
−Removed: Commitment Termination Date
−Removed: Prior to the Amendment, the commitment period of the JV was 18 months, unless (i) extended (x) by mutual agreement of HASI CarbonCount and KKR Hoops or (y) in the event of a debt refinancing of the JV (which would trigger an automatic extension until at least 90% of the debt proceeds were deployed) or (ii) an early termination event set forth in the Agreement occurred.
−Removed: The Amendment removes the provision extending the commitment period until at least 90% of any debt proceeds are deployed, but extends the base commitment period from 18 months to 30 months.
−Removed: The commitment period remains subject to the early termination event triggers set forth in the Agreement.
−Removed: Transferability
−Removed: The Amendment extends the lockup period applicable to the transfer of JV membership interests of KKR Hoops in certain circumstances.
−Removed: The amended provision requires KKR Hoops to retain its membership interest in the JV until the commitment termination date, regardless of whether its commitment is fully deployed prior to such date.
−Removed: Other Provisions
−Removed: The Amendment amends certain other provisions of the Agreement to the facilitate a future debt financing.
number Exhibit description
32 unchanged sentences
001-35877), filed on July 1, 2024)
−Removed: Amendment No.
−Removed: 7 to the At Market Issuance Sales Agreement, dated February 28, 2025, by and among HA Sustainable Infrastructure Capital, Inc., B.
−Removed: Riley Securities, Inc., Barclays Capital Inc., BofA Securities, Inc., Citigroup Global Markets Inc., Credit Agricole Securities (USA) Inc., Goldman Sachs & Co.
−Removed: LLC, Jefferies LLC, J.P.
−Removed: Morgan Securities LLC, KeyBanc Capital Markets Inc., Mizuho Securities USA LLC, Morgan Stanley & Co.
−Removed: LLC, Nomura Securities International, Inc., RBC Capital Markets, LLC, Robert W.
−Removed: Incorporated and Truist Securities, Inc.
−Removed: (incorporated by reference to Exhibit 1.8 to the Registrant’s Form 8-K (No.
−Removed: 001-35877), filed on March 3, 2025)
−Removed: Amendment No.
−Removed: 3 to Credit Agreement, dated as of March 28, 2025, by and among the Company, certain subsidiaries of the Company, JPMorgan Chase Bank, N.A.
−Removed: as administrative agent and Bank of Montreal and M&T Bank as lenders (incorporated by reference to Exhibit 1.
−Removed: 4 to the Registrant’s Form 8-K (No.
−Removed: 001-35877), filed on March 31, 2025)
+Added: Indenture, dated as of June 24, 2025 by and among HA Sustainable Infrastructure Capital, Inc., as issuer, the guarantors party thereto and U.S.
+Added: Bank Trust Company, National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Registrant’s Form 8-K (No.
+Added: 001-35877), filed on June 24, 2025)
+Added: Indenture Officer’s Certificate pursuant to Section 2.02 of the Indenture, dated June 24, 2025 (including the forms of HA Sustainable Infrastructure Capital, Inc.’s 6.150% Green Senior Unsecured Note due 2031 and 6.750% Green Senior Unsecured Note due 2035) (incorporated by reference to Exhibit 4.2 to the Registrant’s Form 8-K (No.
+Added: 001-35877), filed on June 24, 2025)
+Added: Form of Offer Letter to be used between the Company and certain executives
31.1* Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
16 unchanged sentences
INFRASTRUCTURE CAPITAL, INC.
−Removed: May 8, 2025 /s/ Jeffrey A.
+Added: August 8, 2025 /s/ Jeffrey A.
Chief Executive Officer and President
−Removed: May 8, 2025 /s/ Charles W.
+Added: August 8, 2025 /s/ Charles W.
Chief Financial Officer, Treasurer and Executive Vice President
−Removed: May 8, 2025 /s/ Michelle E.
+Added: August 8, 2025 /s/ Michelle E.
Chief Accounting Officer and Senior Vice President
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.