RPS STANDARD FORM CONTRACT BY AND BETWEEN THE NEW YORK STATE ENERGY RESEARCH AND DEVELOPMENT AUTHORITY AND NOBLE BELLMONT WINDPARK, LLC Dated: MARCH 14, 2007RPS Standard Form Contract • August 29th, 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 Bellmont 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 • August 29th, 2008 • Noble Environmental Power LLC • Electric services • Connecticut
THIS CHANGE IN CONTROL SEVERANCE AGREEMENT (the “Agreement”) is entered into as of August 15, 2008, by and among Noble Environmental Power, LLC, a Delaware limited liability company (“Noble”) and Christopher Lowe (the “Executive”).
MASTER CONTRACT FOR THE SALE OF POWER GENERATION EQUIPMENT AND RELATED SERVICES (2010 WTGs)Master Contract for the Sale of Power Generation Equipment and Related Services • August 29th, 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 • August 29th, 2008 • Noble Environmental Power LLC • Electric services • Connecticut
THIS EMPLOYMENT AGREEMENT (“Agreement”) is entered into as of August 15, 2008 (the “Effective Date”), by and between Noble Environmental Power, LLC (“Noble”) and Thomas F. Swank (“Executive”).
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 • August 29th, 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.
FINANCING AGREEMENT among NOBLE ENVIRONMENTAL POWER 2008 HOLD CO., LLC, a Delaware limited liability company (Borrower) CITIBANK, N.A., as Administrative Agent for the Lenders and Collateral Agent for the Secured Parties CITIBANK GLOBAL MARKETS, INC.,...Financing Agreement • August 29th, 2008 • Noble Environmental Power LLC • Electric services • New York
This FINANCING AGREEMENT (this “Financing Agreement”), dated as of June 30, 2008, is executed by and among NOBLE ENVIRONMENTAL POWER 2008 HOLD CO., LLC, a Delaware limited liability company, the banks or other financial institutions listed in Exhibit I or who later become a party hereto, as Lenders, CITIBANK, N.A., as Administrative Agent for the Lender and Collateral Agent for the Secured Parties, CITIBANK GLOBAL MARKETS, INC., acting on behalf of Citibank, N.A., as Joint Lead Arranger and Joint Bookrunner, RBS SECURITIES CORPORATION, doing business as RBS GREENWICH CAPITAL, as Syndication Agent, HSH NORDBANK AG, NEW YORK BRANCH, and THE ROYAL BANK OF SCOTLAND PLC, as Co-Documentation Agents, and RBS SECURITIES CORPORATION, doing business as RBS GREENWICH CAPITAL, and HSH NORDBANK AG, NEW YORK BRANCH, as Joint Lead Arrangers and Joint Bookrunners.
NOBLE ENVIRONMENTAL POWER, LLC SUBSCRIPTION AGREEMENTSubscription Agreement • August 29th, 2008 • Noble Environmental Power LLC • Electric services
UNIT SUBSCRIPTION AGREEMENT AUGUST 15, 2008Unit Subscription Agreement • August 29th, 2008 • Noble Environmental Power LLC • Electric services
The undersigned, ROCKFIELD NOBLE HOLDING, LLC (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.
CHANGE IN CONTROL SEVERANCE AGREEMENTChange in Control Severance Agreement • August 29th, 2008 • Noble Environmental Power LLC • Electric services • Connecticut
THIS CHANGE IN CONTROL SEVERANCE AGREEMENT (the “Agreement”) is entered into as of August 15, 2008, by and among Noble Environmental Power, LLC, a Delaware limited liability company (“Noble”) and Neil P. Dyment (the “Executive”).
ADDITIONAL CAPITAL CONTRIBUTION AGREEMENTAdditional Capital Contribution Agreement • August 29th, 2008 • Noble Environmental Power LLC • Electric services • New York
This ADDITIONAL CAPITAL CONTRIBUTION AGREEMENT, dated as of June 30, 2008 (this “Agreement”), is entered into by and between EFS Noble II, LLC, a Delaware limited liability company (“EFS Noble II”), GE Capital Markets, Inc., a Delaware corporation (“GECM”, and together with EFS Noble II, the “Contributing Members”), Noble Environmental Power 2008 Hold Co., LLC, a Delaware limited liability company (the “Company”), and Noble Environmental Power 2008 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”.
MEMBERSHIP INTEREST PURCHASE AND EQUITY CAPITAL CONTRIBUTION AGREEMENT by and among NOBLE ENVIRONMENTAL POWER 2008 HOLD CO., LLC, NOBLE ENVIRONMENTAL POWER 2008 HOLD CO. PRIME, LLC, EFS NOBLE II, LLC, GE CAPITAL MARKETS, INC. AND ANY OTHER CLASS A...Membership Interest Purchase and Equity Capital Contribution Agreement • August 29th, 2008 • Noble Environmental Power LLC • Electric services • New York
This MEMBERSHIP INTEREST PURCHASE AND EQUITY CAPITAL CONTRIBUTION AGREEMENT (this “Agreement”), dated as of June 30, 2008 (the “Execution Date”), is entered into by and among NOBLE ENVIRONMENTAL POWER 2008 HOLD CO., LLC, a Delaware limited liability company (the “Company”), NOBLE ENVIRONMENTAL POWER 2008 HOLD CO. PRIME, LLC, a Delaware limited liability company (“Noble Holdco”), EFS NOBLE II, LLC, a Delaware limited liability company (“Initial Class A Equity Investor”), GE Capital Markets, Inc., a Delaware corporation (“GECM”), and any other Class A Equity Investor party hereto.
DEPOSITARY AGREEMENT among NOBLE ENVIRONMENTAL POWER 2008 HOLD CO., LLC, a Delaware limited liability company (Borrower) CITIBANK, N.A. (Administrative Agent) CITIBANK, N.A. (Collateral Agent) and THE BANK OF NEW YORK (Depositary) Dated as of June 30,...Depositary Agreement • August 29th, 2008 • Noble Environmental Power LLC • Electric services • New York
This DEPOSITARY AGREEMENT, dated as of June 30, 2008 (as amended, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”), is entered into by and among NOBLE ENVIRONMENTAL POWER 2008 HOLD CO., LLC, a limited liability company organized and existing under the laws of the State of Delaware (“Borrower”), CITIBANK, N.A., as administrative agent for the Lenders (in such capacity, “Administrative Agent”), CITIBANK, N.A., as collateral agent for the First Lien Secured Parties under the Intercreditor Agreement referred to below (in such capacity, “Collateral Agent”), and THE BANK OF NEW YORK, a New York banking corporation, as depositary agent, bank and securities intermediary (in such capacities, “Depositary”).
Guarantee of Citigroup Energy Inc. by Citigroup Inc.Guarantee Agreement • August 29th, 2008 • Noble Environmental Power LLC • Electric services • New York
Guarantee, dated as of June 30, 2008, of Citigroup Inc., a Delaware corporation (the “Guarantor”), in favor of Noble Environmental Power 2008 Hold Co., LLC (the “Counterparty”) and Citibank, N.A., as the First Lien Collateral Agent (the “First Lien Collateral Agent”) under the Intercreditor Agreement (as defined in the Agreement).
NOBLE ENVIRONMENTAL POWER, LLC RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • August 29th, 2008 • Noble Environmental Power LLC • Electric services • Delaware
through no act or omission of the Holder in violation of this Exhibit C or any other confidentiality obligation or duty owed to the Company Group and through no act or omission of any other person which, to the knowledge of the Holder, has any legally binding confidentiality obligation or duty to the Company Group; (iii) disclosing information and documents to the Holder’s attorney or tax adviser for the purpose of securing legal or tax advice, (iv) disclosing the post-employment restrictions in this Exhibit C in confidence to any potential new employer, or (v) retaining, at any time, the Holder’s personal correspondence, personal rolodex and documents related to the Holder’s own personal benefits, entitlements and obligations.
STOCKHOLDERS AGREEMENT OF NOBLE ENVIRONMENTAL POWER, LLC AUGUST 15, 2008Stockholders Agreement • August 29th, 2008 • Noble Environmental Power LLC • Electric services • New York
This STOCKHOLDERS AGREEMENT (the “Agreement”), dated as of August 15, 2008 and effective as of the Effective Time (as defined below), is by and among Noble Environmental Power, LLC, a Delaware limited liability company (including its successors, the “Company”), and the parties listed on Schedule I, as amended from time to time. Each party listed on Schedule I is sometimes referred to herein individually as an “Investor” and collectively as the “Investors” (and the terms “Investor” and “Investors” may also include other Persons, as provided in the definition of such terms in Section 11 hereof). The Company and the Investors are sometimes referred to herein individually by name or as a “Party” and collectively as the “Parties.” The definitions of certain capitalized terms used herein are set forth in Section 11 hereto.
