EXECUTION VERSION PURCHASE AND SALE AGREEMENT by and among SUNEDISON, INC., TERRAFORM POWER, LLC, TERRAFORM POWER, INC., FIRST WIND HOLDINGS, LLC, FIRST WIND CAPITAL, LLC, THE MEMBERS OF THE COMPANY and and MADISON DEARBORN CAPITAL PARTNERS IV, L.P....Purchase and Sale Agreement • May 5th, 2020 • New York
Contract Type FiledMay 5th, 2020 JurisdictionAttachment A Form of Sponsor Non-Competition and Non-Solicitation Agreement Attachment B Form of Joint Venture Buyout Agreement Attachment C Form of Registration Rights Agreement Attachment D Form of Exchangeable Note Indenture Attachment E Form of Pledge Agreement Attachment F Form of LLC Agreement
PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • January 17th, 2019
Contract Type FiledJanuary 17th, 2019This PURCHASE AND SALE AGREEMENT is made as of November 17, 2014 (this “Agreement”) by and among SunEdison, Inc., a Delaware corporation (“Holdco Buyer”), TerraForm Power, LLC, a Delaware limited liability company (“Operating Buyer”), and together with Holdco Buyer, each a “Buyer,” and collectively, “Buyers”), TerraForm Power, Inc., a Delaware corporation (“Guarantor”), First Wind Holdings, LLC, a Delaware limited liability company (the “Company”), First Wind Capital, LLC, a Delaware limited liability company and wholly owned Subsidiary of the Company (“Operating Seller”), D. E. Shaw Composite Holdings, L.L.C., a Delaware limited liability company (“Blocker Parent”), the Company Members set forth on Schedule 1.01
PURCHASE AND SALE AGREEMENT by and among SUNEDISON, INC., TERRAFORM POWER, LLC, TERRAFORM POWER, INC., FIRST WIND HOLDINGS, LLC, FIRST WIND CAPITAL, LLC, D. E. SHAW COMPOSITE HOLDINGS, L.L.C., THE MEMBERS OF THE COMPANY and D. E. SHAW COMPOSITE...Purchase and Sale Agreement • February 3rd, 2015 • Sunedison, Inc. • Semiconductors & related devices • New York
Contract Type FiledFebruary 3rd, 2015 Company Industry JurisdictionThis PURCHASE AND SALE AGREEMENT is made as of November 17, 2014 (this “Agreement”) by and among SunEdison, Inc., a Delaware corporation (“Holdco Buyer”), TerraForm Power, LLC, a Delaware limited liability company (“Operating Buyer”), and together with Holdco Buyer, each a “Buyer,” and collectively, “Buyers”), TerraForm Power, Inc., a Delaware corporation (“Guarantor”), First Wind Holdings, LLC, a Delaware limited liability company (the “Company”), First Wind Capital, LLC, a Delaware limited liability company and wholly owned Subsidiary of the Company (“Operating Seller”), D. E. Shaw Composite Holdings, L.L.C., a Delaware limited liability company (“Blocker Parent”), the Company Members set forth on Schedule 1.01 (a) hereto (the “Company Sellers,” and together with Blocker Parent and any person who becomes a party hereto pursuant to Section 12.11, each a “Seller” and collectively, the “Sellers”), and D. E. Shaw Composite Holdings, L.L.C. and Madison Dearborn Capital Partners IV, L.P.,
PURCHASE AND SALE AGREEMENT by and among SUNEDISON, INC., TERRAFORM POWER, LLC, TERRAFORM POWER, INC., FIRST WIND HOLDINGS, LLC, FIRST WIND CAPITAL, LLC, D. E. SHAW COMPOSITE HOLDINGS, L.L.C., THE MEMBERS OF THE COMPANY and D. E. SHAW COMPOSITE...Purchase and Sale Agreement • January 8th, 2015 • TerraForm Power, Inc. • Electric services • New York
Contract Type FiledJanuary 8th, 2015 Company Industry JurisdictionThis PURCHASE AND SALE AGREEMENT is made as of November 17, 2014 (this “Agreement”) by and among SunEdison, Inc., a Delaware corporation (“Holdco Buyer”), TerraForm Power, LLC, a Delaware limited liability company (“Operating Buyer”), and together with Holdco Buyer, each a “Buyer,” and collectively, “Buyers”), TerraForm Power, Inc., a Delaware corporation (“Guarantor”), First Wind Holdings, LLC, a Delaware limited liability company (the “Company”), First Wind Capital, LLC, a Delaware limited liability company and wholly owned Subsidiary of the Company (“Operating Seller”), D. E. Shaw Composite Holdings, L.L.C., a Delaware limited liability company (“Blocker Parent”), the Company Members set forth on Schedule 1.01 (a) hereto (the “Company Sellers,” and together with Blocker Parent and any person who becomes a party hereto pursuant to Section 12.11, each a “Seller” and collectively, the “Sellers”), and D. E. Shaw Composite Holdings, L.L.C. and Madison Dearborn Capital Partners IV, L.P.,