RPS STANDARD FORM CONTRACT BY AND BETWEEN THE NEW YORK STATE ENERGY RESEARCH AND DEVELOPMENT AUTHORITY AND NOBLE CHATEAUGAY WINDPARK, LLC Dated: MARCH 14, 2007RPS Standard Form Contract • May 23rd, 2008 • Noble Environmental Power LLC • Electric services • New York
This Agreement (“Agreement”) is entered into as of March 14, 2007 (the “Effective Date”) by and between the New York State Energy Research and Development Authority (“NYSERDA”), a public benefit corporation, having a principal business address of 17 Columbia Circle, Albany, New York 12203, and Noble Chateaugay Windpark, LLC (“Seller”), a Delaware limited liability company, having a principal business address of 8 Railroad Avenue, Suite 8, Essex, Connecticut 06426. NYSERDA and Seller are each referred to herein as a “Party” and are collectively referred to herein as the “Parties.”
CHANGE IN CONTROL SEVERANCE AGREEMENTChange in Control Severance Agreement • May 23rd, 2008 • Noble Environmental Power LLC • Electric services • Connecticut
THIS CHANGE IN CONTROL SEVERANCE AGREEMENT (the “Agreement”) is entered into as of May 5, 2008, by and among Noble Environmental Power, LLC, a Delaware limited liability company (“Noble”) and Walter Q. Howard (the “Executive”).
MASTER CONTRACT FOR THE SALE OF POWER GENERATION EQUIPMENT AND RELATED SERVICES Dated as of February 15, 2006Master Contract for the Sale of Power Generation Equipment and Related Services • May 23rd, 2008 • Noble Environmental Power LLC • Electric services • New York
General Electric Company, a corporation organized and existing under the laws of the State of New York, U.S.A, with a place of business at One River Road, Schenectady, New York 12345, U.S.A (the “Seller”); and
EMPLOYMENT AGREEMENTEmployment Agreement • May 23rd, 2008 • Noble Environmental Power LLC • Electric services • Connecticut
THIS EMPLOYMENT AGREEMENT (“Agreement”) is entered into as of May 5, 2008 (the “Effective Date”), by and between Noble Environmental Power, LLC (“Noble”) and John M. Quirke (“Executive”).
SECOND AMENDMENT TO FIRST LIEN SENIOR SECURED PROMISSORY NOTEFirst Lien Senior Secured Promissory Note • May 23rd, 2008 • Noble Environmental Power LLC • Electric services • New York
This SECOND AMENDMENT TO FIRST LIEN SENIOR SECURED PROMISSORY NOTE, dated as of March 27, 2008 (“Agreement”), is by and among NEP EQUIPMENT FINANCE CO., LLC, a Delaware limited liability company (“Borrower”), the financial institutions party hereto as Lenders and HSH NORDBANK AG, NEW YORK BRANCH, as the Collateral Agent and the Administrative Agent for the Lenders (in such capacities, together with its successors in such capacities, the “Agent”).
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF NOBLE ENVIRONMENTAL POWER 2006 HOLD CO, LLC a Delaware Limited Liability Company Dated as of May 13, 2008Limited Liability Company Agreement • May 23rd, 2008 • Noble Environmental Power LLC • Electric services • Delaware
THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) OF NOBLE ENVIRONMENTAL POWER 2006 HOLD CO, LLC (the “Company”), dated as of May 13, 2008 (the “Effective Date”), is adopted, executed and agreed to, for good and valuable consideration, by the Members.
FINANCING AGREEMENT among NOBLE ENVIRONMENTAL POWER 2006 HOLD CO, LLC a Delaware limited liability company (Borrower) DEXIA CRÉDIT LOCAL, NEW YORK BRANCH (as Lead Arranger, Joint Bookrunner, Technical and Documentation Agent, Co-Syndication Agent, LC...Financing Agreement • May 23rd, 2008 • Noble Environmental Power LLC • Electric services • New York
This FINANCING AGREEMENT (this “Agreement”) dated as of June 22, 2007, among NOBLE ENVIRONMENTAL POWER 2006 HOLD CO, LLC, a Delaware limited liability company, as Borrower, DEXIA CRÉDIT LOCAL, NEW YORK BRANCH, as a Lender, HSH NORDBANK AG, NEW YORK BRANCH, as a Lender, the other banks or other financial institutions listed on Exhibit I or who later become a party hereto, as Lenders, DEXIA CRÉDIT LOCAL, NEW YORK BRANCH, as Lead Arranger, Joint Bookrunner, Technical and Documentation Agent, Co-Syndication Agent, LC Fronting Bank, and as Administrative Agent for the Lenders, and HSH NORDBANK AG, NEW YORK BRANCH, as Lead Arranger, Joint Bookrunner and Co-Syndication Agent.
EMPLOYMENT AGREEMENTEmployment Agreement • May 23rd, 2008 • Noble Environmental Power LLC • Electric services • Connecticut
THIS EMPLOYMENT AGREEMENT (“Agreement”) is entered into as of May 5, 2008 (the “Effective Date”), by and between Noble Environmental Power, LLC (“Noble”) and Charles C. Hinckley (“Executive”).
FIRST AMENDMENT TO MASTER CONTRACT FOR THE SALE OF POWER GENERATION EQUIPMENT AND RELATED SERVICESMaster Contract for the Sale of Power Generation Equipment and Related Services • May 23rd, 2008 • Noble Environmental Power LLC • Electric services • New York
THIS FIRST AMENDMENT TO MASTER CONTRACT FOR THE SALE OF POWER GENERATION EQUIPMENT AND RELATED SERVICES (this “Amendment”), dated as of August 24, 2006, by and between NOBLE ENVIRONMENTAL POWER 2006 HOLD CO, LLC, a Delaware limited liability company (the “Buyer”), and GENERAL ELECTRIC COMPANY, a New York company (the “Seller”) (the Buyer and the Seller referred to collectively as the “Parties”, and each, individually, as a “Party”).
MASTER CONTRACT FOR THE SALE OF POWER GENERATION EQUIPMENT AND RELATED SERVICES (2008 WTGs)Master Contract for the Sale of Power Generation Equipment and Related Services • May 23rd, 2008 • Noble Environmental Power LLC • Electric services • New York
General Electric Company, a corporation organized and existing under the laws of the State of New York, U.S.A., with a place of business at One River Road, Schenectady, New York 12345, U.S.A. (the “Seller”); and
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR THE REDACTED PORTIONS OF THIS AGREEMENT. THE REDACTIONS ARE INDICATED WITH THREE ASTERISKS (“***”). A COMPLETE VERSION OF THIS AGREEMENT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.Confirmation • May 23rd, 2008 • Noble Environmental Power LLC • Electric services
The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the Transaction entered into between us on the Trade Date referred to below (the “Transaction”). This Confirmation constitutes a “Confirmation” as referred to in the Agreement specified below.
SECOND LIEN SECURED PROMISSORY NOTESecond Lien Secured Promissory Note • May 23rd, 2008 • Noble Environmental Power LLC • Electric services • New York
For value received, NEP EQUIPMENT FINANCE HOLD CO., LLC, a Delaware limited liability company (the “Borrower”), hereby unconditionally promises to pay to PARAGON NOBLE LLC, a Delaware limited liability company (together with its successors and permitted assigns, the “Lender”), the principal amount of TWO HUNDRED SIXTY MILLION DOLLARS ($260,000,000) (the “Note Amount”) or such lesser principal amount as may be outstanding hereunder in accordance with the terms hereof on the Maturity Date (as defined below), together with all accrued and unpaid interest, fees and any other amounts due and payable to the Lender pursuant to the provisions of this Second Lien Secured Promissory Note (this “Note”).
PAY-AS-YOU-GO CAPITAL CONTRIBUTION AGREEMENTPay-as-You-Go Capital Contribution Agreement • May 23rd, 2008 • Noble Environmental Power LLC • Electric services • New York
This PAY-AS-YOU-GO CAPITAL CONTRIBUTION AGREEMENT, dated as of June 22, 2007 (this “Agreement”), is entered into by and between EFS Noble Holdings, LLC, a Delaware limited liability company (“Contributing Member”), Noble Environmental Power 2006 Hold Co, LLC, a Delaware limited liability company (the “Company”), and Noble Environmental Power Hold Co. Prime, LLC, a Delaware limited liability company (“Noble Holdco”). Each Class A Equity Investor (as defined below), the Company and Noble Holdco is referred to herein, individually, as a “Party” and, collectively, as the “Parties”.
FIRST AMENDMENT TO FIRST LIEN SENIOR SECURED PROMISSORY NOTEFirst Lien Senior Secured Promissory Note • May 23rd, 2008 • Noble Environmental Power LLC • Electric services • New York
This FIRST AMENDMENT TO FIRST LIEN SENIOR SECURED PROMISSORY NOTE, dated as of February 13, 2008 (“Agreement”), by and among NEP EQUIPMENT FINANCE CO., LLC, a Delaware limited liability company (“Borrower”), the financial institutions party hereto as Lenders and HSH NORDBANK AG, NEW YORK BRANCH, as the Collateral Agent and the Administrative Agent for the Lenders (in such capacities, together with its successors in such capacities, the “Agent”).
MASTER CONTRACT FOR THE SALE OF POWER GENERATION EQUIPMENT AND RELATED SERVICES (2007 WTGs)Master Contract for the Sale of Power Generation Equipment and Related Services • May 23rd, 2008 • Noble Environmental Power LLC • Electric services • New York
General Electric Company, a corporation organized and existing under the laws of the State of New York, U.S.A., with a place of business at One River Road, Schenectady, New York 12345, U.S.A. (the “Seller”); and
UNIT SUBSCRIPTION AGREEMENT March 7 , 2008Subscription Agreement • May 23rd, 2008 • Noble Environmental Power LLC • Electric services
The undersigned, CPP INVESTMENT BOARD (USRE II) INC. (the “Subscriber”), hereby agrees to subscribe for and purchase from NOBLE ENVIRONMENTAL POWER, LLC, a Delaware limited liability company (the “Company”), and the Company hereby agrees to sell and issue to the Subscriber, the number of Series B preferred units (the “Preferred Units”) of the Company set forth on the Subscriber’s signature page hereto (such Preferred Units to be issued, the “Purchased Units”) in consideration of the payment to the Company of $100.00 per Purchased Unit (the “Subscription Price”), the sufficiency of which is hereby acknowledged.
SUBSCRIPTION AGREEMENT OF NOBLE ENVIRONMENTAL POWER, LLCSubscription Agreement • May 23rd, 2008 • Noble Environmental Power LLC • Electric services • Delaware
This Subscription Agreement (the “Subscription Agreement”) dated as of the 18th day of December, 2006 is made by and among Noble Environmental Power, LLC, a Delaware limited liability company (the “Company”) and the undersigned (“Investor”).
FIRST AMENDMENT TO MASTER CONTRACT FOR THE SALE OF POWER GENERATION EQUIPMENT AND RELATED SERVICESMaster Contract for the Sale of Power Generation Equipment and Related Services • May 23rd, 2008 • Noble Environmental Power LLC • Electric services • New York
THIS FIRST AMENDMENT TO MASTER CONTRACT FOR THE SALE OF POWER GENERATION EQUIPMENT AND RELATED SERVICES (this “Amendment”), dated as of June 4, 2007, by and between NOBLE ENVIRONMENTAL POWER 2007 EQUIPMENT CO., LLC, a Delaware limited liability company (the “Buyer”), and GENERAL ELECTRIC COMPANY, a New York company (the “Seller”) (the Buyer and the Seller referred to collectively as the “Parties”, and each, individually, as a “Party”).
COMMERCIAL LEASECommercial Lease • May 23rd, 2008 • Noble Environmental Power LLC • Electric services • Connecticut
THIS IS A COMMERCIAL LEASE made between Macbeth Ventures, LLC, of Essex, Connecticut (hereinafter referred to as the “Lessor”), and Noble Environmental Power, LLC (hereinafter collectively referred to as the “Lessee”), in which the parties hereto covenant and agree as follows:
THIRD AMENDMENT TO FIRST LIEN SENIOR SECURED PROMISSORY NOTEFirst Lien Senior Secured Promissory Note • May 23rd, 2008 • Noble Environmental Power LLC • Electric services • New York
This THIRD AMENDMENT TO FIRST LIEN SENIOR SECURED PROMISSORY NOTE, dated as of March 31, 2008 (“Agreement”), by and among NEP EQUIPMENT FINANCE CO., LLC, a Delaware limited liability company (“Borrower”), the financial institutions party hereto as Lenders and HSH NORDBANK AG, NEW YORK BRANCH, as the Collateral Agent and the Administrative Agent for the Lenders (in such capacities, together with its successors in such capacities, the “Agent”).
UNIT SUBSCRIPTION AGREEMENT March 7 , 2008Unit Subscription Agreement • May 23rd, 2008 • Noble Environmental Power LLC • Electric services
The undersigned, JPMP NOBLE WIND ENERGY, LLC (the “Subscriber”), hereby agrees that it has subscribed for and purchased from NOBLE ENVIRONMENTAL POWER, LLC, a Delaware limited liability company (the “Company”), and the Company hereby agrees that it has sold and issued to the Subscriber, the number of Series B Preferred Units (the “Preferred Units”) of the Company set forth on the Subscriber’s signature page hereto (such Preferred Units to be issued, the “Purchased Units”) in consideration of the payment to the Company of $100.00 per Purchased Unit (the “Subscription Price”), the sufficiency of which is hereby acknowledged. The parties agree that the Purchased Units were issued pursuant and subject to the terms of the Second Amended and Restated Limited Liability Company Operating Agreement (the “Operating Agreement”) of the Company, as amended from time to time.
MASTER CREDIT AGREEMENT dated as of February 14, 2008, by and between NOBLE CREDIT FUNDING, LLC as the Borrower, and RBS CITIZENS, NATIONAL ASSOCIATION as the LenderMaster Credit Agreement • May 23rd, 2008 • Noble Environmental Power LLC • Electric services • Connecticut
This MASTER CREDIT AGREEMENT (the “Agreement”) is dated as of this 14th day of February, 2008, by and between NOBLE CREDIT FUNDING, LLC, a Delaware limited liability company located at 8 Railroad Avenue, Second Floor, Suite 8, Essex, Connecticut 06426 (the “Borrower”) and RBS CITIZENS, NATIONAL ASSOCIATION, a national banking association with an office located at 63 Eugene O’Neill Drive, New London, Connecticut 06320 (the “Lender”).
NEP GUARANTEE amongNep Guarantee • May 23rd, 2008 • Noble Environmental Power LLC • Electric services • New York
This NEP GUARANTEE, dated as of June 22, 2007 (as amended, amended and restated, supplemented or otherwise modified from time to time, this “Guarantee”), is entered into by and among NOBLE ENVIRONMENTAL POWER, LLC, a limited liability company organized and existing under the laws of the State of Delaware (the “Guarantor”) and CREDIT SUISSE ENERGY LLC (“Party A”).
GUARANTEEGuarantee • May 23rd, 2008 • Noble Environmental Power LLC • Electric services • New York
GUARANTEE dated June 22, 2007, made by Credit Suisse (USA), Inc., a corporation organized and existing under the laws of the State of Delaware (the “Guarantor”) in favor of Noble Environmental Power 2006 Hold Co, LLC (“Counterparty”) to one or more Transactions (as defined below) with its wholly-owned subsidiary, Credit Suisse Energy LLC, a limited liability company organized under the laws of the State of Delaware (“CSE”). Reference is made to Section 1 below for the definition of certain capitalized terms used herein and not otherwise defined.
SUBSCRIPTION AGREEMENT OF NOBLE ENVIRONMENTAL POWER, LLCSubscription Agreement • May 23rd, 2008 • Noble Environmental Power LLC • Electric services • Delaware
This Subscription Agreement (the “Subscription Agreement”) dated as of the 29th day of February, 2008 is made by and among Noble Environmental Power, LLC, a Delaware limited liability company (the “Company”), and the undersigned (“Investor”).
ContractGuarantee • May 23rd, 2008 • Noble Environmental Power LLC • Electric services
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR THE REDACTED PORTIONS OF THIS AGREEMENT. THE REDACTIONS ARE INDICATED WITH THREE ASTERISKS (“***”). A COMPLETE VERSION OF THIS AGREEMENT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
DEPOSITARY AGREEMENT among NOBLE ENVIRONMENTAL POWER 2006 HOLD CO, LLC, a Delaware limited liability company (Borrower) and DEXIA CREDIT LOCAL, NEW YORK BRANCH (Administrative Agent) and The Bank of New York (Depositary) Dated as of June 22, 2007Depositary Agreement • May 23rd, 2008 • Noble Environmental Power LLC • Electric services • New York
This DEPOSITARY AGREEMENT, dated as of June 22, 2007 (as amended, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”), is entered into by and among NOBLE ENVIRONMENTAL POWER 2006 HOLD CO, LLC, a limited liability company organized and existing under the laws of the State of Delaware (“Borrower”), DEXIA CREDIT LOCAL, NEW YORK BRANCH, as administrative agent for the Secured Parties (in such capacity, “Administrative Agent”), and The Bank of New York, a New York banking corporation, as depositary agent, bank and securities intermediary (in such capacities, “Depositary”).
