FORM OF INDEMNIFICATION AGREEMENTIndemnification Agreement • March 22nd, 2022 • REV Renewables, Inc. • Electric services • Delaware
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of [____], 2022, by and between REV Renewables, Inc., a Delaware corporation (the “Company”), and [_____] (“Indemnitee”).
●] Shares REV RENEWABLES, INC. COMMON STOCK, PAR VALUE $0.01 PER SHARE FORM OF UNDERWRITING AGREEMENTUnderwriting Agreement • March 22nd, 2022 • REV Renewables, Inc. • Electric services • New York
FORM OF REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 22nd, 2022 • REV Renewables, Inc. • Electric services • Delaware
This Registration Rights Agreement (this “Agreement”), dated as of , 2022, is entered into by and among REV Renewables, Inc., a Delaware corporation (the “Company”), and each of the other parties listed on the signature pages hereto (the “Initial Holders” and, together with the Company, the “Parties”).
CREDIT AGREEMENT Dated as of September 8, 2022 among BOLT ENERGY FINANCECO, LLC, as Borrower, THE GUARANTORS NAMED HEREIN, THE LENDERS PARTY HERETO FROM TIME TO TIME, MUFG BANK, LTD., as Administrative Agent, THE BANK OF NEW YORK MELLON, as Collateral...Credit Agreement • December 9th, 2022 • REV Renewables, Inc. • Electric services • New York
This CREDIT AGREEMENT, dated as of September 8, 2022 (this “Agreement”), among BOLT ENERGY FINANCECO, LLC, a Delaware limited liability company (the “Borrower”), THE GUARANTORS NAMED HEREIN, THE LENDERS PARTY HERETO FROM TIME TO TIME, MUFG BANK, LTD., as administrative agent for the Lender Parties (in such capacity, together with any successor administrative agent appointed pursuant to the Loan Documents, the “Administrative Agent”), THE BANK OF NEW YORK MELLON, as collateral agent for the Secured Parties (in such capacity, together with any successor collateral agent appointed pursuant to the Loan Documents, the “Collateral Agent”), and THE ISSUING BANKS PARTY HERETO FROM TIME TO TIME. Capitalized terms used herein have the respective meanings set forth in Section 1.01.
CREDIT AGREEMENT among QUATTRO SOLAR NATIONAL, LLC, as Borrower, the Several Lenders from Time to Time Party Hereto, BNP PARIBAS, as Administrative Agent and the Revolving Facility Issuing Banks from Time to Time Party Hereto dated as of July 16, 2021...Credit Agreement • March 22nd, 2022 • REV Renewables, Inc. • Electric services • New York
CREDIT AGREEMENT, dated as of July 16, 2021 (this “Agreement”), is made by and among QUATTRO SOLAR NATIONAL, LLC, a Delaware limited liability company (the “Borrower”), the several banks and other financial institutions or entities from time to time parties to this Agreement as lenders (the “Lenders”), each of the banks from time to time party hereto as a Revolving Facility Issuing Bank, and BNP PARIBAS, as administrative agent (in such capacity, the “Administrative Agent”).
CREDIT AGREEMENT among HELIX MAINE WIND DEVELOPMENT, LLC, as Borrower, the Several Lenders from Time to Time Party Hereto, NORDDEUTSCHE LANDESBANK GIROZENTRALE, NEW YORK BRANCH as Administrative Agent, and the Revolving Facility Issuing Banks from...Credit Agreement • March 22nd, 2022 • REV Renewables, Inc. • Electric services • New York
CREDIT AGREEMENT, dated as of August 29, 2018 (this “Agreement”), is made by and among HELIX MAINE WIND DEVELOPMENT, LLC, a Maine limited liability company (the “Borrower”), the several banks and other financial institutions or entities from time to time parties to this Agreement as lenders (the “Lenders”), each of the banks from time to time party hereto as a Revolving Facility Issuing Bank, and NORDDEUTSCHE LANDESBANK GIROZENTRALE, NEW YORK BRANCH, as administrative agent (in such capacity, the “Administrative Agent”).
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • December 9th, 2022 • REV Renewables, Inc. • Electric services
This Amended and Restated Employment Agreement (this “Agreement”), dated as of July 28, 2022 (the “Amendment Effective Date”), is entered into by and between REV Renewables, LLC, a Delaware limited liability company (the “Company”), REV Renewables Ops, LLC, a Delaware limited liability company (“Rev Ops”), and Edward Sondey (“Executive”) and supersedes and replaces in its entirety the Employment Agreement (the “Prior Agreement”) dated March 18, 2022 (the “Original Effective Date”) by and between the Company, Rev Ops and Executive. With effect immediately upon the consummation of the Merger (as defined below) REV Renewables, LLC, a Delaware limited liability company will cause New PubCo (as defined below) to become a party to this Agreement and the “Company” for all purposes of this Agreement upon and following the consummation of the Merger shall include New PubCo. Executive, the Company and Rev Ops are each referred to herein as a “Party” and collectively as the “Parties.”
BATH COUNTY ENERGY, LLC Senior Secured Notes due 2033 Additional Senior Secured Notes NOTE PURCHASE AGREEMENT DATED DECEMBER 11, 2017Note Purchase Agreement • January 14th, 2022 • REV Renewables, Inc. • Electric services • New York
Bath County Energy, LLC, a Delaware limited liability company (the “Borrower”), agrees with each of the purchasers under the caption “INITIAL PURCHASERS” on the signature pages hereof (each an “Initial Purchaser” and, collectively, the “Initial Purchasers”) and each purchaser that executes and delivers a Supplement as provided in Section 1.2 (each, together with each Initial Purchaser, a “Purchaser” and, collectively with the Initial Purchasers, the “Purchasers”) as follows:
SENECA GENERATION, LLC 4.33% Series 2016-A Senior Secured Notes due April 27, 2026 Additional Senior Secured Notes NOTE PURCHASE AGREEMENT DATED APRIL 27, 2016Note Purchase Agreement • January 14th, 2022 • REV Renewables, Inc. • Electric services • New York
Seneca Generation, LLC, a Delaware limited liability company (the “Company”), agrees with each of the purchasers under the caption “INITIAL PURCHASERS” on the signature pages hereof (each an “Initial Purchaser” and, collectively, the “Initial Purchasers”) and each purchaser that executes and delivers a Supplement as provided in Section 1.2 (each, together with each Initial Purchaser, a “Purchaser” and, collectively with the Initial Purchasers, the “Purchasers”) as follows:
CREDIT AGREEMENT amongCredit Agreement • March 22nd, 2022 • REV Renewables, Inc. • Electric services • New York
CREDIT AGREEMENT (this “Agreement”), dated as of August 18, 2016, among HARBOR HYDRO I, LLC, a Delaware limited liability company (the “Borrower”), the several banks and other financial institutions or entities from time to time parties to this Agreement as lenders (the “Lenders”), ING CAPITAL LLC, as a DSRA L/C Issuing Bank (as defined below) and ING CAPITAL LLC, as administrative agent for the Financing Parties (in such capacity, together with its successors and permitted assigns in such capacity, the “Administrative Agent”).
FORM OF COMMON STOCK PURCHASE AGREEMENTCommon Stock Purchase Agreement • March 22nd, 2022 • REV Renewables, Inc. • Electric services • Delaware
This COMMON STOCK PURCHASE AGREEMENT (“Agreement”) is made as of [ ] (the “Effective Date”), by and between REV Renewables, Inc., a Delaware corporation (the “Company”), and Grid Solutions II LLC, a Delaware limited liability company (the “Investor”).
CREDIT AGREEMENT among REV RENEWABLES HOLDCO, LLC, as Company, the Several Lenders from Time to Time Party Hereto, BANK OF MONTREAL, CHICAGO BRANCH, as Administrative Agent, BANK OF MONTREAL, CHICAGO BRANCH, as Collateral Agent, and the Issuing Banks...Credit Agreement • March 22nd, 2022 • REV Renewables, Inc. • Electric services • New York
CREDIT AGREEMENT (this “Agreement”), dated as of January 14, 2022, among REV RENEWABLES HOLDCO, LLC, a Delaware limited liability company (the “Company”), the several banks and other financial institutions or entities from time to time party to this Agreement as lenders (the “Lenders”), BANK OF MONTREAL, CHICAGO BRANCH, as Issuing Bank, BANK OF MONTREAL, CHICAGO BRANCH, as administrative agent for the Lender Parties (in such capacity and as further defined below, the “Administrative Agent”) and BANK OF MONTREAL, CHICAGO BRANCH, as collateral agent for the Lender Parties (in such capacity and as further defined below, the “Collateral Agent”).
March 22, 2022 1700 Broadway 35th Floor New York, NY 10019 T: 212-615-3456 Rev Renewables, LLC 575 Fifth Ave, Suite 2501 New York, New York 10017 Ladies and Gentlemen: One Tower Center Blvd. 21st Floor East Brunswick, NJ 08816 T: 732-249-6750...Transition Services Agreement • December 9th, 2022 • REV Renewables, Inc. • Electric services
EQUITY PURCHASE AGREEMENT by and between PSEG POWER VENTURES LLC and QUATTRO SOLAR, LLC Dated as of May 4, 2021Equity Purchase Agreement • December 20th, 2021 • REV Renewables, Inc. • Electric services • Delaware
This EQUITY PURCHASE AGREEMENT (this “Agreement”), dated as of May 4, 2021, is by and between PSEG Power Ventures LLC, a Delaware limited liability company (“Seller”), and Quattro Solar, LLC, a Delaware limited liability company (“Purchaser”).
LSP Generation IV, LLC One Tower Center Boulevard 21st Floor East Brunswick, NJ 08816Letter Agreement • December 20th, 2021 • REV Renewables, Inc. • Electric services
COMMON TERMS AGREEMENT amongCommon Terms Agreement • January 10th, 2022 • REV Renewables, Inc. • Electric services • New York
COMMON TERMS AGREEMENT (this “Agreement”), dated as of December 11, 2017, among BATH COUNTY ENERGY, LLC, a Delaware limited liability company (the “Borrower”), MORGAN STANLEY SENIOR FUNDING, INC., as Administrative Agent for the Lender Parties (in such capacity, the “Administrative Agent”), THE BANK OF NEW YORK MELLON, as Collateral Agent for the Secured Parties (in such capacity, the “Collateral Agent”), THE BANK OF NEW YORK MELLON, as Intercreditor Agent for the Secured Parties (in such capacity, the “Intercreditor Agent”), each FRN Holder party hereto from time to time and each Lender Party party hereto from time to time.
CREDIT AGREEMENT among BATH COUNTY ENERGY, LLC, as Borrower, the Several Lenders from Time to Time Party Hereto, MORGAN STANLEY SENIOR FUNDING, INC., as Administrative Agent, and the Revolving Facility Issuing Banks from Time to Time Party Hereto...Credit Agreement • January 10th, 2022 • REV Renewables, Inc. • Electric services • New York
CREDIT AGREEMENT (this “Agreement”), dated as of December 11, 2017, among BATH COUNTY ENERGY, LLC, a Delaware limited liability company (the “Borrower”), the several banks and other financial institutions or entities from time to time party to this Agreement as lenders (the “Lenders”), MORGAN STANLEY BANK, N.A., as a Revolving Facility Issuing Bank (as defined below), and MORGAN STANLEY SENIOR FUNDING, INC., as administrative agent for the Lender Parties (in such capacity and as further defined below, the “Administrative Agent”).
EQUITY PURCHASE AGREEMENTEquity Purchase Agreement • December 20th, 2021 • REV Renewables, Inc. • Electric services • Delaware
This Equity Purchase Agreement (this “Agreement”), dated as of October 15, 2021 (the “Execution Date”), is made by and between Rev Renewables, LLC, a Delaware limited liability company (the “Company”), and Grid Solution II LLC, a Delaware limited liability company (“Purchaser”).
TRANSITION SERVICES AGREEMENT dated as of July 1, 2021 by and between LSP Generation IV, LLC and Rev Renewables, LLCTransition Services Agreement • December 20th, 2021 • REV Renewables, Inc. • Electric services
This TRANSITION SERVICES AGREEMENT (including the schedules hereto, as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), dated as of July 1, 2021 (the “Agreement Date”), is made by and between LSP Generation IV, LLC, a Delaware limited liability company (“LSP Gen IV”), and Rev Renewables, LLC, a Delaware limited liability company (“Rev Renewables,” and together with LSP Gen IV, the “Parties,” and each, a “Party”).
CONTRIBUTION AGREEMENT BY AND AMONG BOLT ENERGY INVESTMENT HOLDINGS, LLC REV RENEWABLES BOLT AIV HOLDINGS, LLC REV RENEWABLES FUND III HOLDINGS, LLC REV RENEWABLES FUND IV AIV HOLDINGS, LLC REV GEN IV HOLDINGS, LLC AND REV RENEWABLES, LLC JULY 1, 2021Contribution Agreement • January 10th, 2022 • REV Renewables, Inc. • Electric services • Delaware
This CONTRIBUTION AGREEMENT (including the exhibits, annexes, and schedules hereto, as amended, restated, supplemented, or otherwise modified from time to time, this “Agreement”) is made as of July 1, 2021, by and among Bolt Energy Investment Holdings, LLC, a Delaware limited liability company (“Bolt Energy”), Rev Renewables Bolt AIV Holdings, LLC, a Delaware limited liability company (“Bolt AIV”), Rev Renewables Fund III Holdings, LLC, a Delaware limited liability company (“Fund III”), Rev Renewables Fund IV AIV Holdings, LLC, a Delaware limited liability company (“Fund IV”), Rev Gen IV Holdings, LLC, a Delaware limited liability company (“Gen IV”), and Rev Renewables, LLC, a Delaware limited liability company (“Rev”). Each of the foregoing parties is sometimes referred to herein individually as a “Party” and collectively as the “Parties,” and Bolt Energy, Bolt AIV, Fund III, Fund IV, and Gen IV are sometimes referred to herein individually as a “Contributor” and collectively as the “
CONTRIBUTION AGREEMENT BY AND AMONG BOLT ENERGY INVESTMENT HOLDINGS, LLC REV RENEWABLES BOLT AIV HOLDINGS, LLC REV RENEWABLES FUND III HOLDINGS, LLC REV RENEWABLES FUND IV AIV HOLDINGS, LLC REV GEN IV HOLDINGS, LLC AND REV RENEWABLES, LLC JULY 1, 2021Contribution Agreement • December 20th, 2021 • REV Renewables, Inc. • Electric services • Delaware
This CONTRIBUTION AGREEMENT (including the exhibits, annexes, and schedules hereto, as amended, restated, supplemented, or otherwise modified from time to time, this “Agreement”) is made as of July 1, 2021, by and among Bolt Energy Investment Holdings, LLC, a Delaware limited liability company (“Bolt Energy”), Rev Renewables Bolt AIV Holdings, LLC, a Delaware limited liability company (“Bolt AIV”), Rev Renewables Fund III Holdings, LLC, a Delaware limited liability company (“Fund III”), Rev Renewables Fund IV AIV Holdings, LLC, a Delaware limited liability company (“Fund IV”), Rev Gen IV Holdings, LLC, a Delaware limited liability company (“Gen IV”), and Rev Renewables, LLC, a Delaware limited liability company (“Rev”). Each of the foregoing parties is sometimes referred to herein individually as a “Party” and collectively as the “Parties,” and Bolt Energy, Bolt AIV, Fund III, Fund IV, and Gen IV are sometimes referred to herein individually as a “Contributor” and collectively as the “
FORM OF STOCKHOLDERS AGREEMENTStockholders Agreement • March 22nd, 2022 • REV Renewables, Inc. • Electric services • Delaware
This STOCKHOLDERS AGREEMENT (this “Agreement”), dated as of , 2022, is entered into by and among REV Renewables, Inc., a Delaware corporation (the “Company”) and each of the stockholders of the Company whose name appears on the signature pages hereto (each, a “Principal Stockholder,” and collectively, the “Principal Stockholders”).
SEPARATION AGREEMENT AND GENERAL RELEASE OF CLAIMSSeparation Agreement • March 22nd, 2022 • REV Renewables, Inc. • Electric services • Texas
This SEPARATION AGREEMENT AND GENERAL RELEASE OF CLAIMS (this “Agreement”) is entered into by and between Rev Renewables Ops, LLC, a Delaware limited liability company (the “Company”) and Christopher Shugart (“Employee”).
