On December 14, 2023, TPI Composites, Inc., entered into the following agreements with funds managed by Oaktree Capital Management, LP to refinance Oaktree?s outstanding Series A Preferred Stock holdings in the Company. On December 14, 2023, the Company entered into a Credit Agreement and Guaranty with the subsidiary guarantors from time to time party thereto, the lenders from time to time party thereto (the ?Lenders?) and Oaktree Fund Administration, LLC, as administrative agent for the Lenders. The Credit Agreement establishes a term loan facility of $443,000,000 (the ?Term Loan?), consisting of (i) $393,000,000 in Initial Term Loans (as defined in the Credit Agreement), which shall be deemed made on the Closing Date by the Lenders on a cashless basis in exchange for all the Series A Preferred Stock currently outstanding and held by the Lenders and $43,000,000 of the accrued and unpaid dividends on the Series A Preferred Stock (the ?Cashless Exchange?) and (ii) up to $50,000,000 aggregate principal amount of commitments for Additional Term Loans (as defined in the Credit Agreement) to be extended on a Subsequent Funding Date (as defined in the Credit Agreement) during the Availability Period (as defined in the Credit Agreement), subject in each case to the terms and conditions in the Credit Agreement.

Borrowings under the Term Loan will bear interest at a rate per annum of 11.00%, provided that the interest rate shall be automatically increased to 15.00% per annum from and after the funding of any Additional Term Loans. Under the terms of the Credit Agreement, the Company has the ability to pay in kind all interest payments through December 31, 2025, subject to certain exceptions. In addition, the Company can pay in kind 50% of the interest payments from January 1, 2026, through the maturity date of the Term Loan on March 31, 2027, subject to certain exceptions.

If the Company elects to pay in cash any interest payments that could have been paid in kind, such interest payments can be reduced by 2%, resulting in an effective interest rate of 9% for such portion of interest. The Credit Agreement requires maintenance of a minimum cash balance in secured accounts in the U.S. but does not include any other financial maintenance covenants. The Company?s obligations under the Credit Agreement and the other Loan Documents (as defined in the Credit Agreement) will be guaranteed by the Subsidiary Guarantors (as defined in the Credit Agreement).

The Company?s and the Subsidiary Guarantors? (collectively, the ?Loan Parties?) respective obligations under the Credit Agreement and the other Loan Documents are secured by first priority security interests in substantially all assets of the Loan Parties, including intellectual property, subject to certain customary thresholds and exceptions. As of the Closing Date, the Subsidiary Guarantors include all of the Company?s U.S. wholly owned subsidiaries, and after the closing date will include certain foreign subsidiaries.