PATTERN ENERGY GROUP INC. as Issuer PATTERN US FINANCE COMPANY LLC as Subsidiary Guarantor AND DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee INDENTURE Dated as of July 28, 2015 4.00% Convertible Senior Notes due 2020Indenture • July 28th, 2015 • Pattern Energy Group Inc. • Electric services • New York
INDENTURE, dated as of July 28, 2015, among PATTERN ENERGY GROUP INC., a Delaware corporation, as issuer (the “Company,” as more fully set forth in Section 1.01), PATTERN US FINANCE COMPANY LLC, a Delaware limited liability company, as guarantor (the “Subsidiary Guarantor,” as more fully set forth in Section 1.01) and Deutsche Bank Trust Company Americas, as trustee (the “Trustee,” as more fully set forth in Section 1.01).
INDEMNIFICATION AGREEMENTIndemnification Agreement • September 3rd, 2013 • Pattern Energy Group Inc. • Electric services • Delaware
This Indemnification Agreement (this “Agreement”) is made as of , 2013 by and between Pattern Energy Group Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • November 4th, 2019 • Pattern Energy Group Inc. • Electric services
This Amended and Restated Employment Agreement (“Agreement”) is made and entered into as of November 3, 2019 (the “Effective Date”), by and between Pattern Energy Group Inc., a Delaware corporation (hereafter the “Company”), and Esben W. Pedersen (“Executive”).
PATTERN ENERGY GROUP INC. as Issuer PATTERN US FINANCE COMPANY LLC as Guarantor 5.875% SENIOR NOTES DUE 2024 INDENTURE Dated as of January 25, 2017 Deutsche Bank Trust Company Americas as TrusteeIndenture • January 25th, 2017 • Pattern Energy Group Inc. • Electric services • New York
INDENTURE dated as of January 25, 2017 among Pattern Energy Group Inc., a Delaware corporation, the Guarantor (as defined herein) and Deutsche Bank Trust Company Americas, a New York banking corporation, as trustee (the “Trustee”).
PURCHASE AND SALE AGREEMENT by and betweenPurchase and Sale Agreement • September 23rd, 2016 • Pattern Energy Group Inc. • Electric services
THIS PURCHASE AND SALE AGREEMENT (this “Agreement”), dated as of September 21, 2016, is made by and between Pattern Canada Finance Company ULC, a Nova Scotia unlimited liability company (“Purchaser”), and Pattern Energy Group LP, a Delaware limited partnership (“Seller”). Capitalized terms used in this Agreement shall have the respective meanings specified in Appendix A-1 attached hereto.
Morgan Stanley & Co. LLCUnderwriting Agreement • October 23rd, 2017 • Pattern Energy Group Inc. • Electric services • New York
VOTING AGREEMENTVoting Agreement • December 28th, 2017 • Pattern Energy Group Inc. • Electric services • New York
This Voting Agreement (this “Agreement”) is made as of December 22, 2017 by and among Panhandle B Member 2 LLC, a Delaware limited liability company (the “Managing Member”) and Vertuous Energy LLC, a Delaware limited liability company (the “Investor”).
PATTERN BELLE RIVER GP HOLDINGS INC. UNANIMOUS SHAREHOLDER AGREEMENTUnanimous Shareholder Agreement • August 6th, 2019 • Pattern Energy Group Inc. • Electric services • Ontario
PURCHASE and Sale AGREEMENT by and between PATTERN ENERGY GROUP INC., Purchaser and GREEN POWER INVESTMENT CORPORATION, Seller Dated as of February 26, 2018 Interests in GK Green Power Kanagi GK Green Power Otsuki Otsuki Wind Power CorporationPurchase and Sale Agreement • February 27th, 2018 • Pattern Energy Group Inc. • Electric services
THIS PURCHASE and Sale AGREEMENT (this “Agreement”), dated as of February 26, 2018, is made by and between Pattern Energy Group Inc., a Delaware corporation (“Purchaser”), and Green Power Investment Corporation, a Japanese corporation (the “Seller”). Capitalized terms used in this Agreement shall have the respective meanings specified in Exhibit A attached hereto.
PURCHASE and Sale AGREEMENT by and between PATTERN ENERGY GROUP INC., Purchaser and PATTERN ENERGY GROUP LP, Seller Dated as of February 26, 2018 Interests in green power tsugaru GKPurchase and Sale Agreement • February 27th, 2018 • Pattern Energy Group Inc. • Electric services
THIS PURCHASE and Sale AGREEMENT (this “Agreement”), dated as of February 26, 2018, is made by and between Pattern Energy Group Inc., a Delaware corporation (“Purchaser”), and Pattern Energy Group LP, a Delaware limited partnership (the “Seller”). Capitalized terms used in this Agreement shall have the respective meanings specified in Appendix A-1 attached hereto.
BILATERAL MANAGEMENT SERVICES AGREEMENT Dated as of October 2, 2013 by and between PATTERN ENERGY GROUP INC. and PATTERN ENERGY GROUP LPBilateral Management Services Agreement • October 2nd, 2013 • Pattern Energy Group Inc. • Electric services • New York
THIS BILATERAL MANAGEMENT SERVICES AGREEMENT (the “Agreement”) is made as of this 2nd day of October, 2013 (the “Effective Date”), by and between PATTERN ENERGY GROUP INC., a Delaware corporation (“PEG Inc.”) and PATTERN ENERGY GROUP LP, a Delaware limited partnership (“PEG LP”). Each of PEG Inc. and PEG LP is referred to herein as a “Party” and collectively as the “Parties.”
BELLE RIVER LP HOLDINGS LP AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENTLimited Partnership Agreement • August 6th, 2019 • Pattern Energy Group Inc. • Electric services • Ontario
PATTERN CANADA FINANCE COMPANY ULC, a company existing under the laws of the Province of Nova Scotia, along with its successors and permitted assigns
AMENDED AND RESTATED MULTILATERAL MANAGEMENT SERVICES AGREEMENTMultilateral Management Services Agreement • June 19th, 2017 • Pattern Energy Group Inc. • Electric services • New York
THIS AMENDED AND RESTATED MULTILATERAL MANAGEMENT SERVICES AGREEMENT (the “Agreement”) is made as of this 16th day of June, 2017 (the “Effective Date”), by and among PATTERN ENERGY GROUP INC., a Delaware corporation (“PEG Inc.”), PATTERN ENERGY GROUP LP, a Delaware limited partnership (“PEG 1”), and PATTERN ENERGY GROUP 2 LP, a Delaware limited partnership (“PEG 2”). Each of PEG Inc., PEG 1, and PEG 2 is referred to herein as a “Party” and collectively as the “Parties.”
PURCHASE RIGHTS AGREEMENT BY AND AMONG PATTERN ENERGY GROUP LP, PATTERN ENERGY GROUP INC. AND (SOLELY WITH RESPECT TO ARTICLE IV) PATTERN ENERGY GROUP HOLDINGS LP AND PATTERN ENERGY GP LLCPurchase Rights Agreement • October 2nd, 2013 • Pattern Energy Group Inc. • Electric services • New York
THIS PURCHASE RIGHTS AGREEMENT is entered into on, and effective as of, the Closing Date (as defined herein), among Pattern Energy Group LP, a Delaware limited partnership (“PEG LP”), Pattern Energy Group Inc., a Delaware corporation (“PEG Inc.”) and, solely with respect to Article IV, Pattern Energy Group Holdings LP, a Delaware limited partnership, and Pattern Energy GP LLC, a Delaware limited liability company (together, the “PEG LP Partners”).
PURCHASE AND SALE AGREEMENT by and among PATTERN ENERGY GROUP INC., VERTUOUS ENERGY TRUST, each, a PurchaserPurchase and Sale Agreement • August 6th, 2019 • Pattern Energy Group Inc. • Electric services
THIS PURCHASE AND SALE AGREEMENT (this “Agreement”), dated as of August 2, 2019, is made by and among Pattern Energy Group Inc., a Delaware corporation (“PEGI”), Vertuous Energy Trust, a trust established under the laws of the Province of Ontario (“PSP,” each of PSP and PEGI a “Purchaser,” and together, “Purchasers”), and Pattern Energy Group LP, a Delaware limited partnership (“Seller”). Capitalized terms used in this Agreement shall have the respective meanings specified in Appendix A-1 attached hereto.
AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT dated as of December 17, 2014 among PATTERN US FINANCE COMPANY LLC PATTERN CANADA FINANCE COMPANY ULC CERTAIN SUBSIDIARIES OF PATTERN US FINANCE COMPANY LLC CERTAIN SUBSIDIARIES OF PATTERN CANADA...Credit and Guaranty Agreement • December 18th, 2014 • Pattern Energy Group Inc. • Electric services • New York
This AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT, dated as of December 17, 2014, is entered into by and among PATTERN US FINANCE COMPANY LLC, a Delaware limited liability company (“US Borrower”), PATTERN CANADA FINANCE COMPANY ULC, a Nova Scotia unlimited company (“Canada Borrower”; and together with US Borrower, “Borrowers”), CERTAIN SUBSIDIARIES OF BORROWERS, THE LENDERS PARTY HERETO FROM TIME TO TIME, ROYAL BANK OF CANADA (“Royal Bank”), acting through its New York Branch, as Swingline Lender, ROYAL BANK OF CANADA, acting through its New York Branch, as Administrative Agent (together with its permitted successors in such capacity, “Administrative Agent”), ROYAL BANK OF CANADA, acting through its New York Branch, as Collateral Agent (together with its permitted successors in such capacity, the “Collateral Agent”) and ROYAL BANK OF CANADA, acting through its New York Branch, BANK OF MONTREAL, Chicago Branch, MORGAN STANLEY BANK, N.A. and CITIBANK, N.A., each together with its p
SPONSOR SERVICES AGREEMENT between PATTERN ENERGY GROUP INC. and PUBLIC SERVICE PENSION INVESTMENT BOARD Dated as of June 16, 2017Sponsor Services Agreement • June 19th, 2017 • Pattern Energy Group Inc. • Electric services
This SPONSOR SERVICES AGREEMENT (this “Agreement”), dated as of June 16, 2017 is between PATTERN ENERGY GROUP INC., a Delaware corporation (“PEGI”), PUBLIC SERVICE PENSION INVESTMENT BOARD, an Entity having its registered office at 1250 Rene-Levesque Blvd. West, Suite 1400, Montreal, Quebec, H3B 5E9, Canada (“PSP”) and each PSP Project Entity that may become a party to this Agreement from time to time in accordance with the terms hereof. PSP, PEGI and each PSP Project Entity are sometimes referred to in this Agreement individually as a “Party” and collectively as the “Parties”.
CONTRIBUTION AGREEMENTContribution Agreement • October 2nd, 2013 • Pattern Energy Group Inc. • Electric services • New York
This Contribution Agreement (this “Agreement”), dated October 2, 2013, is by and among Pattern Renewables LP, a Delaware limited partnership (“PRLP”), Pattern Energy Group LP, a Delaware limited partnership (“PEG LP”), Pattern Renewable Holdings Canada ULC, a Nova Scotia unlimited liability company (“PRHC”) and Pattern Energy Group Inc., a Delaware corporation (“PEG Inc.” and, together with PRLP, PEG LP and PRHC, the “Parties”).
SHAREHOLDER APPROVAL RIGHTS AGREEMENT dated October 2, 2013 between PATTERN ENERGY GROUP INC. and PATTERN ENERGY GROUP LPShareholder Approval Rights Agreement • October 2nd, 2013 • Pattern Energy Group Inc. • Electric services • Delaware
This Shareholder Approval Rights Agreement, dated October 2, 2013 (this “Agreement”), is made by and between Pattern Energy Group Inc. (the “Company”) and Pattern Energy Group LP (the “Shareholder”).
NON-COMPETITION AGREEMENT BY AND BETWEEN PATTERN ENERGY GROUP LP AND PATTERN ENERGY GROUP INC. Dated as of October 2, 2013Non-Competition Agreement • October 2nd, 2013 • Pattern Energy Group Inc. • Electric services • New York
THIS NON-COMPETITION AGREEMENT is entered into on, and effective as of, the Closing Date (as defined herein), by and between Pattern Energy Group LP, a Delaware limited partnership (“PEG LP”) and Pattern Energy Group Inc., a Delaware corporation (“PEG Inc.”).
PURCHASE AND SALE AGREEMENT by and among PATTERN ENERGY GROUP INC. Purchaser and PANHANDLE B HOLDCO 2 LLC, Seller and (solely for purposes of Section 7.1) PATTERN ENERGY GROUP LP, Guarantor Dated as of December 20, 2013 Direct or Indirect Interests in...Purchase and Sale Agreement • December 24th, 2013 • Pattern Energy Group Inc. • Electric services
THIS PURCHASE AND SALE AGREEMENT (this “Agreement”), dated as of December 20, 2013, is made by and among Pattern Energy Group Inc., a Delaware corporation (“Purchaser”), Panhandle B Holdco 2 LLC, a Delaware limited liability company (“Seller”) and, solely for purposes of Section 7.1, Pattern Energy Group LP, a Delaware limited partnership (“Guarantor”). Capitalized terms used in this Agreement shall have the respective meanings specified in Appendix A-1 attached hereto.
purchase and sale agreement by and among Pattern Energy Group Inc., VERTUOUS ENERGY CANADA INC., each, a Purchaser and PATTERN ENERGY GROUP LP, Seller Dated as of June 16, 2017 Direct or Indirect Interests in Meikle Wind Energy Limited Partnership and...Purchase and Sale Agreement • June 19th, 2017 • Pattern Energy Group Inc. • Electric services
THIS PURCHASE and Sale AGREEMENT (this “Agreement”), dated as of June 16, 2017, is made by and among Pattern Energy Group Inc., a Delaware corporation (“Pegi”), Vertuous Energy Canada Inc., a corporation incorporated under the federal laws of Canada (“PSP,” each of PSP and PEGI a “Purchaser,” and together, “Purchasers”), and Pattern Energy Group LP, a Delaware limited partnership (“Seller”). Capitalized terms used in this Agreement shall have the respective meanings specified in Appendix A-1 attached hereto.
PURCHASE AND SALE AGREEMENT by and among PATTERN ENERGY GROUP INC., PurchaserPurchase and Sale Agreement • August 6th, 2019 • Pattern Energy Group Inc. • Electric services
THIS PURCHASE AND SALE AGREEMENT (this “Agreement”), dated as of August 2, 2019, is made by and among Pattern Energy Group Inc., a Delaware corporation (“PEGI” or “Purchaser”), and Pattern Energy Group LP, a Delaware limited partnership (“Seller”). Capitalized terms used in this Agreement shall have the respective meanings specified in Appendix A-1 attached hereto.
PUBLIC SECTOR PENSION INVESTMENT BOARD and PATTERN ENERGY GROUP INC. JOINT VENTURE AGREEMENTJoint Venture Agreement • June 19th, 2017 • Pattern Energy Group Inc. • Electric services
PUBLIC SECTOR PENSION INVESTMENT BOARD, an Entity having its registered office at 1250 Rene-Levesque Blvd. West, Suite 1400, Montreal, Quebec, H3B 5E9, Canada (hereinafter referred to as “PSP”),
PURCHASE AGREEMENTPurchase Agreement • July 21st, 2015 • Pattern Energy Group Inc. • Electric services • New York
SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENTLimited Liability Company Agreement • October 11th, 2019 • Pattern Energy Group Inc. • Electric services • New York
This SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of Grady B Member LLC (the “Company”), dated as of October 10, 2019 (the “Effective Date”), is adopted, executed and agreed to, for good and valuable consideration, by the Members (as defined herein).
AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT AND SECOND AMENDED AND RESTATED PLEDGE AND SECURITY AGREEMENTCredit and Guaranty Agreement • March 9th, 2018 • Pattern Energy Group Inc. • Electric services • New York
This SECOND AMENDED & RESTATED PLEDGE AND SECURITY AGREEMENT, dated as of November 21, 2017 (as amended, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”), among PATTERN US FINANCE COMPANY LLC, a Delaware limited liability company (“US Borrower”), EACH OTHER GRANTOR PARTY HERETO, whether as an original signatory hereto or as an Additional Grantor (as herein defined) (together with US Borrower, the “Grantors” and each, individually, a “Grantor”), and ROYAL BANK OF CANADA, as collateral agent for the Secured Parties (as herein defined in the Credit Agreement) (in such capacity, together with its successors and assigns in such capacity, the “Collateral Agent”).
PURCHASE AND SALE AGREEMENT dated as of April 1, 2015 by and between WIND CAPITAL GROUP, LLC, a Delaware limited liability company, as WCG, LC Seller and a Seller Party LINCOLN COUNTY WIND PROJECT FINCO, LLC, a Delaware limited liability company, as...Purchase and Sale Agreement • May 18th, 2015 • Pattern Energy Group Inc. • Electric services • New York
This PURCHASE AND SALE AGREEMENT, dated as of April 1, 2015 (the “Effective Date”) is made and entered into by and among Wind Capital Group, LLC, a Delaware limited liability company (“WCG” or “LC Seller”), and Lincoln County Wind Project Finco, LLC, a Delaware limited liability company (“PR Seller,” and together with LC Seller, the “Seller Parties”), and Pattern Energy Group Inc., a Delaware corporation (“Purchaser”). Capitalized terms used, and not otherwise defined, herein shall have the meanings set forth in Section 1.01.
MEMORANDUM OF UNDERSTANDINGMemorandum of Understanding • October 1st, 2018 • Pattern Energy Group Inc. • Electric services • New York
This Memorandum of Understanding (this “MOU”), dated as of August 16, 2018 (the “Execution Date”), sets forth the agreement of Pattern Gulf Wind Holdings LLC (“PGWH”) and Pattern Western Development LLC (“PWD” and, together with PGWH, the “Parties”) with respect to PGWH’s option for it or its designated affiliate to acquire PTC qualifying turbines (as further described in Exhibit A, the “2016 Turbines”) from PWD (the “Transaction”).
PURCHASE AND SALE AGREEMENT by and betweenPurchase and Sale Agreement • October 11th, 2019 • Pattern Energy Group Inc. • Electric services
THIS PURCHASE AND SALE AGREEMENT (this “Agreement”), dated as of October 10, 2019, is made by and between Pattern Canada Finance Company ULC, a Nova Scotia unlimited liability company (“Purchaser”), and Pattern Energy Group LP, a Delaware limited partnership (“Seller”). Capitalized terms used in this Agreement shall have the respective meanings specified in Appendix A-1 attached hereto.
PURCHASE AND SALE AGREEMENT by and among PATTERN ENERGY GROUP INC., Purchaser and PATTERN RENEWABLES LP, Seller and (solely for purposes of Section 7.1) PATTERN ENERGY GROUP LP, Guarantor Dated as of December 19, 2014 Direct or Indirect Interests in...Purchase and Sale Agreement • December 23rd, 2014 • Pattern Energy Group Inc. • Electric services
THIS PURCHASE AND SALE AGREEMENT (this “Agreement”), dated as of December 19, 2014, is made by and among Pattern Energy Group Inc., a Delaware corporation (“Purchaser”), Pattern Renewables LP, a Delaware limited partnership (“Seller”) and, solely for purposes of Section 7.1, Pattern Energy Group LP, a Delaware limited partnership (“Guarantor”). Capitalized terms used in this Agreement shall have the respective meanings specified in Appendix A-1 attached hereto.
PURCHASE and Sale AGREEMENT by and among VERTUOUS ENERGY LLC, Purchaser and PATTERN ENERGY GROUP INC., Seller Dated as of June 16, 2017 Indirect Interests in Panhandle wind holdings 2 llcPurchase and Sale Agreement • June 19th, 2017 • Pattern Energy Group Inc. • Electric services
THIS PURCHASE and Sale AGREEMENT (this “Agreement”), dated as of June 16, 2017, is made by and among Vertuous Energy LLC, a Delaware limited liability company (“Purchaser”), and Pattern Energy Group Inc., a Delaware corporation (the “Seller”). Capitalized terms used in this Agreement shall have the respective meanings specified in Appendix A-1 attached hereto.
PURCHASE AND SALE AGREEMENT by and amongPurchase and Sale Agreement • July 1st, 2016 • Pattern Energy Group Inc. • Electric services
THIS PURCHASE AND SALE AGREEMENT (this “Agreement”), dated as of June 30, 2016, is made by and among Pattern Energy Group Inc., a Delaware corporation (“Purchaser”), Pattern Renewables LP, a Delaware limited partnership (“Seller”) and, solely for purposes of Section 7.1, Pattern Energy Group LP, a Delaware limited partnership (“Guarantor”). Capitalized terms used in this Agreement shall have the respective meanings specified in Appendix A-1 attached hereto.
PURCHASE AND SALE AGREEMENT by and among PATTERN ENERGY GROUP INC., Purchaser and PATTERN RENEWABLES DEVELOPMENT COMPANY LLC, Seller and (solely for purposes of Section 7.1) PATTERN ENERGY GROUP LP, Guarantor Dated as of April 29, 2015 Direct or...Purchase and Sale Agreement • May 4th, 2015 • Pattern Energy Group Inc. • Electric services
THIS PURCHASE AND SALE AGREEMENT (this “Agreement”), dated as of April 29, 2015, is made by and among Pattern Energy Group Inc., a Delaware corporation (“Purchaser”), Pattern Renewables Development Company LLC, a Delaware limited liability company (“Seller”) and, solely for purposes of Section 7.1, Pattern Energy Group LP, a Delaware limited partnership (“Guarantor”). Capitalized terms used in this Agreement shall have the respective meanings specified in Appendix A-1 attached hereto.
REGISTRATION RIGHTS AGREEMENT BETWEEN PATTERN ENERGY GROUP LP AND PATTERN ENERGY GROUP INC. Dated as of October 2, 2013Registration Rights Agreement • October 2nd, 2013 • Pattern Energy Group Inc. • Electric services • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of October 2, 2013, by and between Pattern Energy Group Inc., a Delaware corporation (“PEG Inc.”), and Pattern Energy Group LP, a Delaware limited partnership (“PEG LP”) and the other holders listed on Schedule I hereto (each an “Initial Holder” and collectively, the “Initial Holders”).
