Outstanding Loans and Security Agreements

The following is a summary of our debt as of September 30, 2019 (in thousands):



	Unpaid Principal Balance		Net Carrying Value						Unused Borrowing Capacity
	Unpaid Principal Balance		Current		Long- Term		Total		Unused Borrowing Capacity

LIBOR + 4% term loan due November 2020	$	2,000	$	1,678	$	278	$	1,956	$	—
5% convertible promissory note due December 2020	33,104		—		36,026		36,026		—
6% convertible promissory notes due December 2020	296,233		—		275,716		275,716		—
10% notes due July 2024	93,000		14,000		75,673		89,673		—
Total recourse debt	424,337		15,678		387,693		403,371		—
7.5% term loan due September 2028	38,847		3,500		31,781		35,281		—
LIBOR + 5.25% term loan due October 2020	24,068		987		22,584		23,571		—
6.07% senior secured notes due March 2030	81,686		2,975		77,702		80,677		—
LIBOR + 2.5% term loan due December 2021	122,603		4,021		117,048		121,069		—
Letters of Credit due December 2021	—		—		—		—		1,220
Total non-recourse debt	267,204		11,483		249,115		260,598		1,220
Total debt	$	691,541	$	27,161	$	636,808	$	663,969	$	1,220

The following is a summary of our debt as of December 31, 2018 (in thousands):



	Unpaid Principal Balance		Net Carrying Value						Unused Borrowing Capacity
	Unpaid Principal Balance		Current		Long- Term		Total		Unused Borrowing Capacity

LIBOR + 4% term loan due November 2020	$	3,286	$	1,686	$	1,528	$	3,214	$	—
5% convertible promissory notes due December 2020	33,104		—		34,706		34,706		—
6% convertible promissory notes due December 2020	296,233		—		263,284		263,284		—
10% notes due July 2024	100,000		7,000		88,555		95,555		—
Total recourse debt	432,623		8,686		388,073		396,759		—
5.22% senior secured term notes due March 2025	79,698		11,994		66,572		78,566		—
7.5% term loan due September 2028	40,538		2,200		34,119		36,319		—
LIBOR + 5.25% term loan due October 2020	24,723		827		23,089		23,916		—
6.07% senior secured notes due March 2030	83,457		2,469		79,868		82,337		—
LIBOR + 2.5% term loan due December 2021	125,456		3,672		119,712		123,384		—
Letters of Credit due December 2021	—		—		—		—		1,220
Total non-recourse debt	353,872		21,162		323,360		344,522		1,220
Total debt	$	786,495	$	29,848	$	711,433	$	741,281	$	1,220

Recourse debt refers to debt that Bloom Energy Corporation has an obligation to pay. Non-recourse debt refers to debt that is recourse to only specified assets or our subsidiaries. The differences between the unpaid principal balances and the net carrying values apply to debt discounts and deferred financing costs. We were in compliance with all financial covenants as of September 30, 2019 and December 31, 2018.

Recourse Debt Facilities

LIBOR + 4% Term Loan due November 2020 - In May 2013, we entered into a $5.0 million credit agreement and a $12.0 million financing agreement to help fund the building of a new facility in Newark, Delaware. The $5.0 million credit agreement expired in December 2016. The $12.0 million financing agreement has a term of 90 months, payable monthly at a variable rate equal to one-month LIBOR plus the applicable margin. The year to date weighted average interest rate as of September 30, 2019 and December 31, 2018 was 6.4% and 5.9%, respectively. The loan requires monthly payments and is secured by the manufacturing facility. In addition, the credit agreements also include a cross-default provision which provides that the remaining balance of borrowings under the agreements will be due and payable immediately if a lien is placed on the Newark facility in the event we default on any indebtedness in excess of $100,000 individually or $300,000 in the aggregate. Under the terms of these credit agreements, we are required to comply with various restrictive covenants. As of September 30, 2019 and December 31, 2018, the debt outstanding was $2.0 million and $3.3 million, respectively.

5% Convertible Promissory Notes due 2020 (Originally 8% Convertible Promissory Notes due December 2018) - Between December 2014 and June 2016, we issued $193.2 million of three-year convertible promissory notes ("8% Notes") to certain investors. The 8% Notes had a fixed interest rate of 8% compounded monthly, due at maturity or at the election of the investor with accrued interest due in December of each year.

On January 18, 2018, amendments were finalized to extend the maturity dates for all the 8% Notes to December 2019. At the same time, the portion of the 8% Notes that was held by Constellation NewEnergy, Inc. ("Constellation") was extended to December 2020 and the interest rate decreased from 8% to 5% ("5% Notes").

Investors held the right to convert the unpaid principal and accrued interest of both the 8% and 5% notes to Series G convertible preferred stock at any time at the price of $38.64. In July 2018, upon the Company’s IPO, the $221.6 million of principal and accrued interest of outstanding 8% Notes automatically converted into additional paid-in capital, the conversion of which included all the related-party noteholders. The 8% Notes converted to shares of Series G convertible preferred stock and, concurrently, each such share of Series G convertible preferred stock converted automatically into one share of Class B common stock. Upon the IPO, conversions of 5,734,440 shares of Class B common stock were issued and the 8% Notes were retired. Constellation, the holder of the 5% Notes, had not elected to convert as of September 30, 2019. The outstanding unpaid principal and accrued interest debt balance of the 5% Notes of $36.0 million was classified as non-current as of September 30, 2019, and the outstanding unpaid principal and accrued interest debt balances of the 5% Notes was $34.7 million as of December 31, 2018.

6% Convertible Promissory Notes due December 2020 - Between December 2015 and September 2016, we issued $260.0 million convertible promissory notes due December 2020 ("6% Notes") to certain investors. The 6% Notes bore a 5% fixed interest rate, payable monthly either in cash or in kind, at our election. We amended the terms of the 6% Notes in June 2017 to reduce the collateral securing the notes and to increase the interest rate from 5% to 6%.

As of September 30, 2019 and December 31, 2018, the amount outstanding on the 6% Notes, which includes interest paid in kind through the IPO date, was $296.2 million. Upon the IPO, the debt was convertible at the option of the holders at the conversion price of $11.25 per share into common stock at any time through the maturity date. In January 2018, we amended the terms of the 6% Notes to extend the convertible put option, which investors could elect only if the IPO did not occur prior to December 2019. After the IPO, we paid the interest in cash when due and no additional interest accrued on the consolidated balance sheet on the 6% Notes.

On or after July 27, 2020, we may redeem, at our option, all or part of the 6% Notes if the last reported sale price of our common stock has been at least $22.50 for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending within the three trading days immediately preceding the date on which we provide written notice of redemption. In certain circumstances, the 6% Notes are also redeemable at our option in connection with a change of control.

Under the terms of the indenture governing the 6% Notes, we are required to comply with various restrictive covenants, including meeting reporting requirements, such as the preparation and delivery of audited consolidated financial statements, and restrictions on investments. In addition, we are required to maintain collateral which secures the 6% Notes in an amount equal to 200% of the principal amount of and accrued and unpaid interest on the outstanding notes. This minimum collateral test is not a negative covenant and does not result in a default if not met. However, the minimum collateral test does restrict us with respect to investing in non-PPA subsidiaries. If we do not meet the minimum collateral test, we cannot invest cash into any non-PPA subsidiary that is not a guarantor of the notes. The 6% Notes also include a cross-acceleration provision which provides that the holders of at least 25% of the outstanding principal amount of the 6% Notes may cause such notes to become immediately due and payable if we or any of our subsidiaries default on any indebtedness in excess of $15.0 million such that the repayment of such indebtedness is accelerated.

In connection with the issuance of the 6% Notes, we agreed to issue to J.P. Morgan and CPPIB, upon the occurrence of certain conditions, warrants to purchase our common stock up to a maximum of 146,666 shares and 166,222 shares, respectively. On August 31, 2017, J.P. Morgan transferred its rights to CPPIB. Upon completion of the IPO, the 312,888 warrants were net exercised for 312,575 shares of Class B Common stock.

10% Notes due July 2024 - In June 2017, we issued $100.0 million of senior secured notes ("10% Notes"). The 10% Notes mature between 2019 and 2024 and bear a 10.0% fixed rate of interest, payable semi-annually. The 10% Notes have a continuing security interest in the cash flows payable to us as servicing, operations and maintenance fees and administrative fees from the five active power purchase agreements in our Bloom Electrons program. Under the terms of the indenture governing the notes, we are required to comply with various restrictive covenants including, among other things, to maintain certain financial ratios such as debt service coverage ratios, to incur additional debt, issue guarantees, incur liens, make loans or investments, make asset dispositions, issue or sell share capital of our subsidiaries and pay dividends, meet reporting requirements, including the preparation and delivery of audited consolidated financial statements, or maintain certain restrictions on investments and requirements in incurring new debt. In addition, we are required to maintain collateral which secures the 10% Notes based on debt ratio analyses. This minimum collateral test is not a negative covenant and does not result in a default if not met. However, the minimum collateral test does restrict us with respect to investing in non-PPA subsidiaries. If we do not meet the minimum collateral test, we cannot invest cash into any non-PPA subsidiary that is not a guarantor of the notes.

Non-recourse Debt Facilities

5.22% Senior Secured Term Notes - In March 2013, PPA II refinanced its existing debt by issuing 5.22% Senior Secured Notes ("5.22% Notes") due March 30, 2025. The total amount of the loan proceeds was $144.8 million, including $28.8 million to repay outstanding principal of existing debt, $21.7 million for debt service reserves and transaction costs and $94.3 million to fund the remaining system purchases. The loan is a fixed rate term loan that bears an annual interest rate of 5.22% payable quarterly. The loan has a fixed amortization schedule of the principal, payable quarterly, which began March 30, 2014 that requires repayment in full by March 30, 2025. The Note Purchase Agreement requires us to maintain a debt service reserve, the balance of which was zero and $11.2 million as of September 30, 2019 and December 31, 2018, respectively, and which was included as part of long-term restricted cash in the condensed consolidated balance sheets. The notes were secured by all the assets of PPA II. These notes were pre-paid in full on June 14, 2019 and all obligations and liabilities related to such 5.22% Notes have been terminated. During the three and nine months ended September 30, 2019, there was a decommissioning in PPA II, including the retirement of the 5.22% Notes outstanding unpaid debt of $76.6 million, which included the accumulated unpaid interest on the debt. See Note 12 - Power Purchase Agreement Programs - PPA II Upgrade of Energy Servers for additional information.

7.5% Term Loan due September 2028 - In December 2012 and later amended in August 2013, PPA IIIa entered into a $46.8 million credit agreement to help fund the purchase and installation of Energy Servers. The loan bears a fixed interest rate of 7.5% payable quarterly. The loan requires quarterly principal payments which began in March 2014. The credit agreement requires us to maintain a debt service reserve for all funded systems, the balance of which was $3.8 million and $3.7 million as of September 30, 2019 and December 31, 2018, respectively, and which was included as part of long-term restricted cash in the condensed consolidated balance sheets. The loan is secured by all assets of PPA IIIa.

LIBOR + 5.25% Term Loan due October 2020 - In September 2013, PPA IIIb entered into a credit agreement to help fund the purchase and installation of Energy Servers. In accordance with that agreement, PPA IIIb issued floating rate debt based on LIBOR plus a margin of 5.2%, paid quarterly. The aggregate amount of the debt facility is $32.5 million. The loan is secured by all assets of PPA IIIb and requires quarterly principal payments which began in July 2014. The credit agreement requires us to maintain a debt service reserve for all funded systems, the balance of which was $1.8 million and $1.7 million September 30, 2019 and December 31, 2018, respectively, and which was included as part of long-term restricted cash in the condensed consolidated balance sheets. In September 2013, PPA IIIb entered into pay-fixed, receive-float interest rate swap agreement to convert the floating-rate loan into a fixed-rate loan.

6.07% Senior Secured Notes due March 2025 - In July 2014, PPA IV issued senior secured notes amounting to $99.0 million to third parties to help fund the purchase and installation of Energy Servers. The notes bear a fixed interest rate of 6.07% payable quarterly which began in December 2015 and ends in March 2030. The notes are secured by all the assets of the PPA IV. The Note Purchase Agreement requires us to maintain a debt service reserve, the balance of which was $7.9 million as of September 30, 2019 and $7.5 million as of December 31, 2018, and which was included as part of long-term restricted cash in the condensed consolidated balance sheets.

LIBOR + 2.5% Term Loan due December 2021 - In June 2015, PPA V entered into a $131.2 million credit agreement to fund the purchase and installation of Energy Servers. The lenders are a group of five financial institutions. The loan was initially advanced as a construction loan during the development of the PPA V Project and converted into a term loan on February 28, 2017 (the “Term Conversion Date”). As part of the term loan’s conversion, the LC facility commitments were adjusted. The loan's terms included commitments to a letters of credit ("LC") facility (see below).

In accordance with the credit agreement, PPA V was issued a floating rate debt based on LIBOR plus a margin, paid quarterly. The applicable margins used for calculating interest expense are 2.25% for years 1-3 following the Term Conversion Date and 2.5% thereafter. For the Lenders’ commitments to the loan and the commitments to the LC loan, the PPA V also pays commitment fees at 0.50% per annum over the outstanding commitments, paid quarterly. The loan is secured by all the assets of the PPA V and requires quarterly principal payments which began in March 2017. In connection with the floating-rate credit agreement, in July 2015 the PPA V entered into pay-fixed, receive-float interest rate swap agreements to convert its floating-rate loan into a fixed-rate loan.

Letters of Credit due December 2021 - In connection with the June 2015 PPA V credit agreement, we obtained commitments to a LC facility with the aggregate principal amount of $6.4 million, later adjusted down to $6.2 million. The amount reserved under the LC as of September 30, 2019 and December 31, 2018 was $5.0 million. The unused LC borrowing capacity was $1.2 million as of September 30, 2019 and December 31, 2018.

Debt Repayment Schedule and Interest Expense

The following table presents our total outstanding debt's unpaid principal balance repayment schedule as of September 30, 2019 (in thousands):



Remainder of 2019	$	2,627
2020	379,735
2021	140,334
2022	26,046
2023	29,450
Thereafter	113,349
	$	691,541

Interest expense of $16.9 million and $18.8 million for the three months ended September 30, 2019 and 2018, respectively, was recorded in interest expense on the condensed consolidated statements of operations. Interest expense of $52.8 million and $68.0 million for the nine months ended September 30, 2019 and 2018, respectively, was recorded in interest expense on the condensed consolidated statements of operations.

Related Party Debt

Portions of the above described recourse and non-recourse debt are held by various related parties. See Note 15 - Related Party Transactions for a full description.