Common use of Material Project Agreements & Key Counterparties Clause in Contracts

Material Project Agreements & Key Counterparties. Balance of Plant Agreement: Balance of Plant Agreement, dated December 20, 2013, between Project Company and M.A. Xxxxxxxxx Company Balance of Plant Contractor: M.A. Xxxxxxxxx Company Turbine Supply Agreement: Wind Turbine Generator and Tower Supply and Commissioning Agreement, dated December 20, 2013, between Project Company and Siemens Energy, Inc. Turbine Supplier: Siemens Energy, Inc. Turbine O&M Agreement: Service and Maintenance Agreement, dated December 20, 2013, between Project Company and Siemens Energy, Inc. Turbine O&M Provider: Siemens Energy, Inc. Transformer Purchaser Agreements: (1) Purchase Agreement, dated December 20, 2013, between Project Company and HICO America Sales & Technology, Inc., and (2) Purchase Agreement, dated December 20, 2013, between Project Company and GE Prolec Transformers, Inc. Transformer Suppliers: (1) HICO America Sales & Technology, Inc. and (2) GE Prolec Transformers, Inc. Interconnection Agreement: ERCOT Standard Generation Interconnection Agreement, dated October 2, 0000, xxxxxxx Xxxxx Xxxxx Transmission, LLC and Project Company, as amended by the First Amendment to the ERCOT Standard Generation Interconnection Agreement, dated December 10, 2013, between Transmission Service Provider and Project Company, and the Second Amendment to the ERCOT Standard Generation Interconnection Agreement, dated December 19, 2013, between Transmission Service Provider and Project Company. Transmission Service Provider: Cross Texas Transmission, LLC Management, Operations and Maintenance Agreement: Management, Operation and Maintenance Agreement, dated December 20, 2013, between Project Company and Pattern Operators LP O&M Provider: Pattern Operators LP Project Administration Agreement: Project Administration Agreement, dated December 20, 2013, between Project Company and Pattern Operators LP Project Administrator: Pattern Operators LP Energy Hedge Agreement: (1) ISDA 2002 Master Agreement, dated December 12, 2013, between Xxxxxx Xxxxxxx Capital Group Inc. and Project Company; (2) Amended and Restated Schedule to the ISDA 2002 Master Agreement, dated December 20, 2013, between Xxxxxx Xxxxxxx Capital Group Inc. and Project Company; (c) Amended and Restated ISDA Credit Support Annex to the Schedule to the ISDA Master Agreement, dated December 20, 2013, between Xxxxxx Xxxxxxx Capital Group Inc. and Project Company; and (4) Power Confirmation, dated December 13, 2013, between Xxxxxx Xxxxxxx Capital Group Inc. and Project Company. Energy Hedge Provider: Xxxxxx Xxxxxxx Capital Group Inc. QSE Agreement: Agreement to Provide QSE Services, dated December 20, 2013, between Project Company and Tenaska Power Services Co. Shared Facilities Agreements: Phase 1: Cotenancy, Common Facilities and Easement Agreement, dated August 19, 2013, between Project Company and Pattern Panhandle Wind LLC, as amended by that certain Amendment to Cotenancy, Common Facilities and Easement Agreement, dated December 18, 2013 between Project Company and Pattern Panhandle Wind LLC. Phase 2: Cotenancy, Common Facilities and Easement Agreement, dated December 20, 2013, between Project Company and Pattern Panhandle Wind 3 LLC. Build Out Agreement: Build-Out Agreement, dated December 20, 2013, between Project Company and Pattern Renewables LP Tax Agreements: Partial Assignment Agreement (Phase 2 Rights under Xxxxxx County Tax Abatement Agreement), dated as of October 28, 2013, between Project Company and Pattern Panhandle Wind LLC. Limitation on Appraised Value Agreement, dated as of November 18, 2013, between the Project Company and Panhandle Independent School District, a Texas independent school district operating under and subject to the Texas education code.

Material Project Agreements & Key Counterparties. Balance of Plant Agreement: Balance of Plant Agreement, dated December 20, 2013as of the Execution Date, between the Project Company and M.A. Xxxxxxxxx Company the Balance of Plant Contractor. Balance of Plant Contractor: M.A. Xxxxxxxxx Company Xxxxxxxx Energy, Inc., a Minnesota corporation Turbine Supply Agreement: Turbine Purchase Order No. 1, dated as of the Execution Date, by and among the Project Company, the Turbine Supplier, and Pattern Renewables Development Company LLC, a Delaware limited liability company, pursuant to which Pattern Renewables Development Company LLC assigns the Assigned Interests (as defined therein) in the Master Wind Turbine Generator and Tower Supply and Commissioning Agreement, dated as of December 2031, 2013, between Project Pattern Renewables Development Company LLC and Siemens Energy, Inc. the Turbine Supplier. Turbine Supplier: Siemens Energy, Inc. Turbine O&M Agreement: Service and Maintenance Agreement, dated December 20, 2013as of the Execution Date, between Project Company and Siemens Energy, Inc. Turbine O&M Provider. Turbine O&M Provider: Siemens Energy, Inc. Transformer Purchaser Purchase Agreements: (1) Purchase Agreement, dated December 20, 2013as of the Execution Date, between the Project Company Company, and the Transformer Supplier. Transformer Supplier: HICO America Sales & Technology, Inc., and (2) Purchase Agreement, dated December 20, 2013, between Project Company and GE Prolec Transformers, Inc. Transformer Suppliers: (1) HICO America Sales & Technology, Inc. and (2) GE Prolec Transformers, Inc. a Pennsylvania corporation. Interconnection Agreement: ERCOT Standard Generation Interconnection AgreementAgreement Xxxxx’x Gap Wind LLC, dated October 2as of December 13, 00002013, xxxxxxx Xxxxx Xxxxx Transmission, LLC by and between the Project CompanyCompany and Transmission Service Provider, as amended by the First Amendment No. 1 to the ERCOT Standard Generation Interconnection Agreement, dated December 10as of October 9, 2013, between Transmission Service Provider and Project Company, and the Second Amendment to the ERCOT Standard Generation Interconnection Agreement, dated December 19, 2013, between Transmission Service Provider and Project Company2014. Transmission Service Provider: Cross Texas Transmission, Oncor Electric Delivery Company LLC Management, Operations and Maintenance Agreement: Management, Operation and Maintenance Agreement, dated December 20, 2013as of the Execution Date, between Project Company and Pattern Operators LP O&M Provider. O&M Provider: Pattern Operators LP Project Administration Agreement: Project Administration Agreement, dated December 20, 2013as of the Execution Date, between Project Company and Pattern Operators LP Project Administrator. Project Administrator: Pattern Operators LP Power Purchase Agreement: Power Purchase Agreement, dated as of October 17, 2013, between the Project Company and Power Purchaser, as amended by that certain First Amendment to Power Purchase Agreement, dated as of June 18, 2014, between the Project Company and the Power Purchaser and that certain Second Amendment to Power Purchase Agreement, dated as of December 9, 2014, between the Project Company and the Power Purchaser. Power Purchaser: Wal-Mart Stores, Inc. Energy Hedge Agreement: (1a) ISDA 2002 Master Agreement, dated December 12, 2013, between Xxxxxx Xxxxxxx Capital Group Inc. and Project Company; Agreement (2) Amended and Restated Schedule to including the ISDA 2002 Master Agreement, dated December 20, 2013, between Xxxxxx Xxxxxxx Capital Group Inc. and Project Company; (c) Amended and Restated ISDA Credit Support Annex and Power Annex thereto), dated as of the Execution Date, between Xxxxxxx Xxxxx Commodities, Inc., a Delaware corporation (the “Energy Hedge Provider”), and the Project Company, together with the Schedule, and Paragraph 13 to the Schedule to Credit Support Annex, each dated as of the ISDA Master Agreementdate hereof, and the Power Confirmation thereunder, dated December 20as of the Execution Date, 2013(together with all confirmations, between Xxxxxx Xxxxxxx Capital Group Inc. exhibits, schedules and Project Company; and (4) Power Confirmation, dated December 13, 2013, between Xxxxxx Xxxxxxx Capital Group Inc. and Project Companyannexes thereto). Energy Hedge Provider: Xxxxxx Xxxxxxx Capital Group Xxxxx Commodities, Inc. Energy Hedge Guarantee: Guarantee, dated as of the Execution Date, by Bank of America Corporation in favor of the Project Company. Collateral Agency and Designated Account Control Agreement Collateral Agency and Designated Account Control Agreement, dated as of the Execution Date, by and among the Project Company, Tenaska Power Services Co., MUFG Union Bank, N.A., as Depositary Bank (as defined therein) and collateral agent for the benefit of the Secured Parties (as defined therein), the Energy Hedge Provider and the Collateral Agent. QSE Agreement: Agreement to Provide QSE Services, dated December 20, 2013the Execution Date, between Project Company and Tenaska Power Services Co. Shared Facilities AgreementsQSE Guarantee: Phase 1: Cotenancy, Common Facilities and Easement AgreementGuarantee, dated August 19as of the Execution Date, 2013by Tenaska Energy Holdings, between LLC and Tenaska Energy Inc. in favor of the Project Company and Pattern Panhandle Wind LLC, as amended by that certain Amendment to Cotenancy, Common Facilities and Easement Agreement, dated December 18, 2013 between Project Company and Pattern Panhandle Wind LLC. Phase 2: Cotenancy, Common Facilities and Easement Agreement, dated December 20, 2013, between Project Company and Pattern Panhandle Wind 3 LLCCompany. Build Out Agreement: Build-Out Agreement, dated December 20, 2013, between Project Company and Pattern Renewables LP Tax Agreements: Partial Assignment Agreement (Phase 2 Rights under Xxxxxx County Tax Abatement Agreement), dated as of October 28, 2013, between Project Company and Pattern Panhandle Wind LLC. Limitation on Appraised Value Agreement, dated as of November 18, 2013the Execution Date, between the Project Company and Panhandle Pattern Renewables LP. Build Out Agreement (Pioneer): Build-Out Agreement, dated as of July 9, 2014, between the Project Company and Pioneer Green Energy, LLC. Tax Agreements: Agreement for Limitation on Appraised Value of Property for School District Maintenance and Operations Taxes, dated as of December 16, 2013, by and between Blanket Independent School DistrictDistrict and the Project Company. Agreement for Limitation on Appraised Value of Property for School District Maintenance and Operations Taxes, a dated as of December 16, 2013, by and between Comanche Independent School District and the Project Company. Agreement for Limitation on Appraised Value of Property for School District Maintenance and Operations Taxes, dated as of December 16, 2013, by and between Xxxxxx Independent School District and the Project Company. Abatement Agreement, dated as of September 9, 2013, by and between Comanche County, Texas independent school district operating under and subject the Project Company. Tax Abatement Agreement, dated as of October 4, 2013, by and between the Comanche County Consolidated Hospital District and the Project Company. PPA LC Documents Letter of Credit, Reimbursement and Loan Agreement, dated as of the Execution Date, by and among the Project Company and MUFG Union Bank, N.A., as PPA LC Issuing Bank and Lender (as each such term is defined therein). Intercreditor and Shared Collateral Documents (as defined in Annex 2 to the Texas education codeECCA other than following the Funding Date, the Depositary Agreement, the Account Control Agreement and the Subordination Agreement).

Material Project Agreements & Key Counterparties. Balance of Plant Agreement: Balance of Plant Agreement, dated December 20August 19, 2013, between Project Company and M.A. Xxxxxxxxx Company Balance of Plant Contractor: M.A. Xxxxxxxxx Company Turbine Supply Agreement: Wind Turbine Generator Contract for the Sale of Power Generation Equipment and Tower Supply and Commissioning AgreementRelated Services, dated December 20August 19, 2013, between Project Company and Siemens Energy, Inc. General Electric Company Turbine Supplier: Siemens Energy, Inc. General Electric Company Turbine O&M Agreement: Full Service and Maintenance Agreement, dated December 20August 19, 2013, between Project Company and Siemens EnergyGeneral Electric International, Inc. Turbine O&M Provider: Siemens EnergyGeneral Electric International, Inc. Transformer Purchaser Agreements: (1) Purchase Agreement, dated December 20August 19, 2013, between Project Company and HICO America Sales & Technology, Inc., and (2) Purchase Agreement, dated December 20August 19, 2013, between Project Company and GE GE-Prolec Transformers, Inc. Transformer Suppliers: (1) HICO America Sales & Technology, Inc. and (2) GE GE-Prolec Transformers, Inc. Interconnection Agreement: ERCOT Standard Generation Interconnection Agreement, dated October 2December 19, 0000, xxxxxxx Xxxxx Xxxxx Transmission, LLC and Project Company, as amended by the First Amendment to the ERCOT Standard Generation Interconnection Agreement, dated December 10January 31, 2013, between Transmission Service Provider and Project Company, the Second Amendment to the ERCOT Standard Generation Interconnection Agreement, dated June 21, 2013, between Transmission Service Provider and Project Company, the Third Amendment to the ERCOT Standard Generation Interconnection Agreement, dated August 5, 2013, between Transmission Service Provider and Project Company, the Fourth Amendment to the ERCOT Standard Generation Interconnection Agreement, dated August 14, 2013, between Transmission Service Provider and Project Company, the Fifth Amendment to the ERCOT Standard Generation Interconnection Agreement, dated August 16, 2013, between Transmission Service Provider and Project Company, and the Second Amendment Side Letter to the ERCOT Standard Generation Interconnection Agreement, dated December 19August 16, 2013, between Transmission Service Provider and Project Company. Transmission Service Provider: Cross Texas Transmission, LLC Management, Operations and Maintenance Agreement: Management, Operation and Maintenance Agreement, dated December 20August 19, 2013, between Project Company and Pattern Operators LP O&M Provider: Pattern Operators LP Project Administration Agreement: Project Administration Agreement, dated December 20August 19, 2013, between Project Company and Pattern Operators LP Project Administrator: Pattern Operators LP Energy Hedge Agreement: (1) ISDA 2002 Master Agreement, dated December 12August 8, 2013, between Xxxxxx Xxxxxxx Capital Group Citigroup Energy Inc. and Project Company; (2) Amended and Restated Schedule to the ISDA 2002 Master Agreement, dated December 20, 2013, between Xxxxxx Xxxxxxx Capital Group Inc. and Project Company; (c) Amended and Restated ISDA Credit Support Annex to the Schedule to the 2002 ISDA Master Agreement, dated December 20August 8, 2013, between Xxxxxx Xxxxxxx Capital Group Citigroup Energy Inc. and Project Company; (3) Amended and Restated Paragraph 13 to the ISDA Credit Support Annex to the Schedule to the 2002 ISDA Master Agreement, dated August 19, 2013, between Citigroup Energy Inc. and Project Company; (4) Amended and Restated Schedule to the ISDA Master Agreement, dated August 19, 2013, between Citigroup Energy Inc. and Project Company; (5) Amended & Restated Power Confirmation, dated December 13August 19, 2013, between Xxxxxx Xxxxxxx Capital Group Citigroup Energy Inc. and Project Company. Energy Hedge Provider: Xxxxxx Xxxxxxx Capital Group Inc. QSE Agreement: Agreement to Provide QSE Services, dated December 20, 2013, between Project Company and Tenaska Power Services Co. Shared Facilities Agreements: Phase 1: Cotenancy, Common Facilities and Easement Agreement, dated August 19, 2013, between Project Company and Pattern Panhandle Wind LLC, as amended by that certain Amendment to Cotenancy, Common Facilities and Easement Agreement, dated December 18, 2013 between Project Company and Pattern Panhandle Wind LLC. Phase 2: Cotenancy, Common Facilities and Easement Agreement, dated December 20, 2013, between Project Company and Pattern Panhandle Wind 3 LLC. Build Out Agreement: Build-Out Agreement, dated December 20, 2013, between Project Company and Pattern Renewables LP Tax Agreements: Partial Assignment Agreement (Phase 2 Rights under Xxxxxx County Tax Abatement Agreement), dated as of October 28, 2013, between Project Company and Pattern Panhandle Wind LLC. Limitation on Appraised Value Agreement, dated as of November 18, 2013, between the Project Company and Panhandle Independent School District, a Texas independent school district operating under and subject to the Texas education code.Citigroup Energy Inc.

Material Project Agreements & Key Counterparties. Balance of Plant Agreement: Agreement (Civil): Engineering Procurement and Construction Agreement (Civil and Mechanical Work Scope), dated as of November 30, 2017, between the Project Company and Xxxx Xxxxxxxx Construction, Inc. Balance of Plant Contractor (Civil): Xxxx Xxxxxxxx Construction, Inc. Balance of Plant Agreement (Electrical): Engineering Procurement and Construction Agreement (Electrical Work Scope), dated as of November 30, 2017, between the Project Company and EPC Services Company. Balance of Plant Contractor (Civil): EPC Services Company Interconnection Agreement: Standard Large Generator Interconnection Agreement, dated December as of July 20, 20132017 and effective as of November 14, 2017, between the Project Company and M.A. Xxxxxxxxx NorthWestern Corporation. Interconnection Provider: NorthWestern Corporation Management, Operation and Maintenance Agreement (MOMA): Management, Operation and Maintenance Agreement, dated as of March 9, 2018, between the Project Company Balance and Pattern Operators LP. MOMA Operator: Pattern Operators LP Power Purchase Agreement: Qualifying Facility Power Purchase Agreement, dated as of Plant ContractorDecember 16, 2016, between WKN Montana II, LLC and NorthWestern Corporation, d/b/a NorthWestern Energy, as assigned to the Project Company pursuant to an Assignment and Assumption Agreement, dated as of June 30, 2017, between the Project Company and WKN Montana II, LLC, and as amended by that certain First Amendment to Power Purchase Agreement, dated as of June 30, 2017, between the Project Company and NorthWestern Corporation, d/b/a NorthWestern Energy, and as further amended by that certain Second Amendment to the Qualifying Facility Power Purchase Agreement, dated as of October 27, 2017, between the Project Company and NorthWestern Corporation, d/b/a NorthWestern Energy (the “Power Purchase Agreement”). Power Purchaser: M.A. Xxxxxxxxx NorthWestern Corporation, d/b/a NorthWestern Energy Project Administration Agreement: Project Administration Agreement, dated as of March 9, 2018, between the Project Company and Pattern Operators LP. Project Administrator: Pattern Operators LP Transformer Purchase Agreement Main Power Transformer(s) Purchase Agreement, dated as of November 10, 2017, between the Project Company and HICO America Sales & Technology, Inc., as amended by that certain Amendment No. 1 to Main Power Transformer(s) Purchase Agreement, dated as of December 14, 2017, by and between the Project Company and HICO America Sales & Technology, Inc., as amended by that certain Amendment No. 2 to Main Power Transformer(s) Purchase Agreement, dated as of December 22, 2017, by and between the Project Company and HICO America Sales & Technology, Inc. Transformer Supplier: HICO America Sales & Technology, Inc. Turbine O&M Agreement: Service and Maintenance Agreement, dated as of March 9, 2018, between the Project Company and Siemens Gamesa Renewable Energy, Inc. (f/k/a Siemens Wind Power, Inc.). Turbine O&M Provider: Siemens Gamesa Renewable Energy, Inc. (f/k/a Siemens Wind Power, Inc.) Turbine Supply Agreement: Wind Turbine Generator and Tower Supply and Commissioning Agreement, dated December 20as of February 15, 20132018, by and between the Project Company and Siemens Gamesa Renewable Energy, Inc. Turbine Supplier: Siemens Gamesa Renewable Energy, Inc. Turbine O&M Agreement: Service 2017 WTG Assignment Assignment and Maintenance Agreement, dated December 20, 2013, between Project Company and Siemens Energy, Inc. Turbine O&M Provider: Siemens Energy, Inc. Transformer Purchaser Agreements: (1) Purchase Agreement, dated December 20, 2013, between Project Company and HICO America Sales & Technology, Inc., and (2) Purchase Agreement, dated December 20, 2013, between Project Company and GE Prolec Transformers, Inc. Transformer Suppliers: (1) HICO America Sales & Technology, Inc. and (2) GE Prolec Transformers, Inc. Interconnection Agreement: ERCOT Standard Generation Interconnection Agreement, dated October 2, 0000, xxxxxxx Xxxxx Xxxxx Transmission, LLC and Project Company, as amended by the First Amendment to the ERCOT Standard Generation Interconnection Agreement, dated December 10, 2013, between Transmission Service Provider and Project Company, and the Second Amendment to the ERCOT Standard Generation Interconnection Agreement, dated December 19, 2013, between Transmission Service Provider and Project Company. Transmission Service Provider: Cross Texas Transmission, LLC Management, Operations and Maintenance Agreement: Management, Operation and Maintenance Agreement, dated December 20, 2013, between Project Company and Pattern Operators LP O&M Provider: Pattern Operators LP Project Administration Agreement: Project Administration Agreement, dated December 20, 2013, between Project Company and Pattern Operators LP Project Administrator: Pattern Operators LP Energy Hedge Agreement: (1) ISDA 2002 Master Agreement, dated December 12, 2013, between Xxxxxx Xxxxxxx Capital Group Inc. and Project Company; (2) Amended and Restated Schedule to the ISDA 2002 Master Agreement, dated December 20, 2013, between Xxxxxx Xxxxxxx Capital Group Inc. and Project Company; (c) Amended and Restated ISDA Credit Support Annex to the Schedule to the ISDA Master Agreement, dated December 20, 2013, between Xxxxxx Xxxxxxx Capital Group Inc. and Project Company; and (4) Power Confirmation, dated December 13, 2013, between Xxxxxx Xxxxxxx Capital Group Inc. and Project Company. Energy Hedge Provider: Xxxxxx Xxxxxxx Capital Group Inc. QSE Agreement: Agreement to Provide QSE Services, dated December 20, 2013, between Project Company and Tenaska Power Services Co. Shared Facilities Agreements: Phase 1: Cotenancy, Common Facilities and Easement Agreement, dated August 19, 2013, between Project Company and Pattern Panhandle Wind LLC, as amended by that certain Amendment to Cotenancy, Common Facilities and Easement Agreement, dated December 18, 2013 between Project Company and Pattern Panhandle Wind LLC. Phase 2: Cotenancy, Common Facilities and Easement Agreement, dated December 20, 2013, between Project Company and Pattern Panhandle Wind 3 LLC. Build Out Agreement: Build-Out Agreement, dated December 20, 2013, between Project Company and Pattern Renewables LP Tax Agreements: Partial Assignment Agreement (Phase 2 Rights under Xxxxxx County Tax Abatement Agreement), dated as of October 28, 2013, between Project Company and Pattern Panhandle Wind LLC. Limitation on Appraised Value Assumption Agreement, dated as of November 18March 9, 20132018, between the Project Company and Panhandle Independent School DistrictPattern Renewables Development Company 2 LLC, a Texas independent school district operating under Delaware limited liability company Pattern Western Development Xxxx of Sale: Pattern Western Development Xxxx of Sale, dated as of March 9, 2018, between the Project Company and subject Pattern Western Development LLC. Turbine Purchase and Sale Agreement: Turbine Purchase and Sale Agreement, dated as of March 9, 2018, between the Project Company and Pattern Western Development LLC. Turbine Purchase Order: Turbine Purchase Order, dated as of March 9, 2018, by and between the Project Company, Pattern Western Development LLC and Siemens Gamesa Renewable Energy, Inc., as successor to Siemens Energy, Inc. Tax Abatement Agreement: New or Expanding Industry Classification Application by the Texas education code.Project Company, as approved by the Board of Commissioners of Stillwater County, Montana on November 14, 2017, together with that certain Resolution 2017-52, dated as of November 14, 2017, by and between the Board of Commissioners of Stillwater County, Montana and the Project Company. Certain other documents: Not applicable