AMENDMENT NO. 1 TO FIRST LIEN GUARANTEE AND SECURITY AGREEMENT
Exhibit 10.21
EXECUTION COPY
AMENDMENT NO. 1
TO
FIRST LIEN GUARANTEE AND SECURITY AGREEMENT
This AMENDMENT NO. 1 TO FIRST LIEN GUARANTEE AND SECURITY AGREEMENT (this “Amendment”), dated as of November 12, 2009, is entered into by and among CSSW HOLDINGS, LLC (“CSSW Parent”), CSSW, LLC (“Borrower”, together with CSSW Parent, the “Grantors”, and each individually, a “Grantor”), PIP3PX FIRSTWIND DEBT LTD. and PIP3GV FIRSTWIND DEBT LTD. (together, the “Majority Lenders”) and XXXXX FARGO BANK, NATIONAL ASSOCIATION, as collateral agent (“Collateral Agent”).
RECITALS
WHEREAS, Grantors and Collateral Agent have entered into that certain First Lien Guarantee and Security Agreement (the “Guarantee and Security Agreement”), dated as of July 17, 2009, for the benefit of the Majority Lenders and the banks and other financial institutions or entities from time to time party to that certain Credit Agreement, dated as of July 17, 2009, among the Grantors, the Lenders from time to time party thereto, and Xxxxx Fargo Bank, National Association, in its separate capacities as Administrative Agent and Collateral Agent; and
WHEREAS, Grantors, the Majority Lenders and Collateral Agent desire to amend the description of Pledged Stock in the Guarantee and Security Agreement.
NOW, THEREFORE, in consideration of the foregoing and mutual agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows:
AGREEMENT
Section 1. Definitions. Capitalized terms used and not otherwise defined in this Amendment shall have the meanings assigned to such terms in the Guarantee and Security Agreement and the principles of interpretation set forth therein shall apply herein.
Section 2. Amendment to Guarantee and Security Agreement.
(a) Schedule 1 is hereby deleted and replaced in its entirety with Schedule 1 attached hereto.
(b) Schedule 5 is hereby deleted and replaced in its entirety with Schedule 5 attached hereto.
Section 3. Miscellaneous.
(a) This Amendment shall become effective as of the date hereof. Except as expressly set forth herein, the Guarantee and Security Agreement as specifically amended by this
Amendment shall remain unchanged and in full force and effect and is hereby ratified and confirmed.
(b) This Amendment shall be governed by and construed in accordance with the laws of the State of New York.
(c) This Amendment may be executed in one or more counterparts, each of which shall be deemed an original but all of which shall constitute one and the same instrument.
[Signature Pages Follow]
IN WITNESS WHEREOF, the parties have caused this Amendment to be duly executed and delivered as of the day and year first above written.
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GRANTORS: |
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CSSW HOLDINGS, LLC |
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a Delaware limited liability company |
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By: |
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Name: |
Xxxxxx Xxx |
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Title: |
Secretary |
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CSSW, LLC |
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a Delaware limited liability company |
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By: |
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Name: |
Xxxxxx Xxx |
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Title: |
Secretary |
SIGNATURE PAGE TO AMENDMENT NO. 1 TO FIRST LIEN
GUARANTY AND SECURITY AGREEMENT
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MAJORITY LENDERS: |
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PIP3PX FIRSTWIND DEBT LTD. |
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By: |
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Name: |
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Title: |
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By: |
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Name: |
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Title: |
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PIP3GV FIRSTWIND DEBT LTD. |
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By: |
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Name: |
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By: |
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SIGNATURE PAGE TO AMENDMENT NO. 1 TO FIRST LIEN
GUARANTY AND SECURITY AGREEMENT
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COLLATERAL AGENT: |
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XXXXX FARGO BANK, NATIONAL ASSOCIATION |
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By: |
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Name: |
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SIGNATURE PAGE TO AMENDMENT NO. 1 TO FIRST LIEN
GUARANTY AND SECURITY AGREEMENT
Schedule 1
DESCRIPTION OF INVESTMENT PROPERTY
Pledged Stock:
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Issuer |
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Class of Stock |
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Stock Certificate No. |
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No. of Shares |
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CSSW, LLC |
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N/A |
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N/A |
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100% of membership interests |
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New York Wind III, LLC |
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N/A |
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N/A |
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100% of membership interests |
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Stetson Holdings, LLC |
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N/A |
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N/A |
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100% of membership interests |
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CSSW Cohocton Holdings, LLC |
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N/A |
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N/A |
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100% of membership interests |
Pledged Notes:
None.
AMENDMENT NO. 1 TO FIRST LIEN
GUARANTY AND SECURITY AGREEMENT
Schedule 5
NOTICE OF ADDRESSES OF GUARANTORS
c/o First Wind Energy, LLC
000 Xxxxxxx Xxxxxx, Xxxxx 000
Xxxxxx, XX 00000
AMENDMENT NO. 1 TO FIRST LIEN
GUARANTY AND SECURITY AGREEMENT
