FINANCING AGREEMENTFinancing Agreement • March 11th, 2010 • First Wind Holdings Inc. • Electric services • New York
This FINANCING AGREEMENT (this “Financing Agreement”), dated as of December 22, 2009, is entered into by and among STETSON HOLDINGS, LLC, a Delaware limited liability company, as Borrower; the financial institutions listed on Exhibit I or who later become a party hereto, as Lenders; BNP PARIBAS, as a Joint Lead Arranger, as Administrative Agent for the Lenders, Security Agent for the Secured Parties, and as Issuing Bank; and HSH NORDBANK AG, NEW YORK BRANCH, as a Joint Lead Arranger.
Fourth Amended and Restated Secured Promissory Note Dated as of July 17, 2009 by First Wind Acquisition, LLC, as Borrower For the benefit of HSH Nordbank AG, New York Branch, Lender, Collateral Agent and Administrative Agent and The Lenders party heretoSecured Promissory Note • March 11th, 2010 • First Wind Holdings Inc. • Electric services • New York
For value received, FIRST WIND ACQUISITION, LLC, a Delaware limited liability company (“First Wind” or the “Borrower”), hereby unconditionally promises to pay to the order of HSH NORDBANK AG, NEW YORK BRANCH, (the “Lender”, and together with any other lenders added from time to time, the “Lenders”), the aggregate principal amount of TWO HUNDRED THIRTY-ONE MILLION, FOUR HUNDRED EIGHTY-TWO THOUSAND FIVE HUNDRED FORTY-THREE U.S. DOLLARS ($231,482,543) (or such other amount as shall actually be advanced hereunder), together with all accrued and unpaid interest at the Interest Rate (as defined below), on or prior to the applicable Maturity Date (as defined below) pursuant to the provisions of this Fourth Amended and Restated Secured Promissory Note (this “Note”).
2009 OMNIBUS AGREEMENT2009 Omnibus Agreement • March 11th, 2010 • First Wind Holdings Inc. • Electric services • New York
THIS TURBINE SUPPLY AGREEMENT (the “Agreement” or the “Supply Agreement”) is made and entered into and effective as of December 31, 2007 by and between CLIPPER TURBINE WORKS, INC., a Delaware corporation (“Supplier”), and UPC WIND ACQUISITION V, LLC, a Delaware limited liability company with a place of business c/o UPC Wind Management, LLC, 85 Wells Ave., Suite 305, Newton, MA 02459 (“Purchaser”). Supplier and Purchaser are sometimes referred to, individually, as a “Party” or, collectively, as the “Parties”.
AMENDMENT NO. 2 TOTurbine Supply Agreement and Warranty Agreement • March 11th, 2010 • First Wind Holdings Inc. • Electric services • New York
This AMENDMENT NO. 2 TO AMENDED AND RESTATED TURBINE SUPPLY AGREEMENT and AMENDED AND RESTATED WARRANTY AGREEMENT (the “Amendment”) is entered into and effective as of April 22, 2009, by and between CLIPPER TURBINE WORKS, INC., a Delaware corporation (“Supplier”), and FIRST WIND ACQUISITION IV, LLC, a Delaware limited liability company, with a place of business c/o First Wind Energy, LLC, 85 Wells Ave., Suite 305, Newton, MA 02459 (“Purchaser”).
AMENDMENT AGREEMENT TO UNIT REDEMPTION AGREEMENT a Delaware limited liability companyUnit Redemption Agreement • March 11th, 2010 • First Wind Holdings Inc. • Electric services • Delaware
This Amendment (the “Amendment”), dated December 12, 2008 (the “Amendment Effective Date”), of that certain Unit Redemption Agreement (the “Unit Redemption Agreement”), dated April 28, 2006, is by and between First Wind Holdings, LLC (formerly UPC Wind Partners, LLC and referred to herein as the “Company”) and UPC Wind Partners II, LLC (“UPC Holding”). Capitalized terms used, and not otherwise defined in this Amendment, shall have the meaning assigned to them in the Unit Redemption Agreement, or the LLC Agreement, as applicable.
FIRST AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of MILFORD WIND PARTNERS, LLC dated as of September 28, 2009Limited Liability Company Agreement • March 11th, 2010 • First Wind Holdings Inc. • Electric services • Delaware
This First Amended and Restated Limited Liability Company Agreement (this “Company LLC Agreement”) of Milford Wind Partners, LLC, a Delaware limited liability company (the “Company”), dated as of September 28, 2009 (the “Effective Date”), is made and entered into by and between Milford NHC, LLC, a Delaware limited liability company (“NHC”) and Stanton Equity Trading Delaware LLC, a Delaware limited liability company (“Stanton” or the “Initial Non-Affiliated Class B Member”).
AMENDED AND RESTATED CREDIT AGREEMENT dated as of December 22, 2009 among CSSW, LLC, as Borrower, CSSW Holdings, LLC, as CSSW Parent, the Lenders from time to time party hereto, Wells Fargo Bank, National Association, as the Administrative Agent, and...Credit Agreement • March 11th, 2010 • First Wind Holdings Inc. • Electric services • New York
This AMENDED AND RESTATED CREDIT AGREEMENT is entered into as of December 22, 2009, by and among (i) CSSW, LLC, a Delaware limited liability company, as borrower (the “Borrower”), (ii) CSSW Holdings, LLC, a Delaware limited liability company (the “CSSW Parent”), (iii) the Lenders from time to time party hereto, (iv) Wells Fargo Bank, National Association, as the administrative agent for the Lenders from time to time party hereto (in such capacity, together with its successors in such capacity, the “Administrative Agent”), and (v) Wells Fargo Bank, National Association, as the collateral agent for the Secured Parties (in such capacity, together with its successors in such capacity, the “Collateral Agent”).
ENERGY MANAGEMENT SERVICES AGREEMENT BY AND AMONG EVERGREEN WIND POWER, LLC AND NEW BRUNSWICK POWER GENERATION CORPORATIONEnergy Management Services Agreement • March 11th, 2010 • First Wind Holdings Inc. • Electric services • New York
This Energy Management Services Agreement is entered into as of the 31st day of July, 2006, by and between Evergreen Wind Power, LLC, a Delaware limited liability company with principal offices located c/o UPC Wind Management, LLC, 100 Wells Ave., Suite 201, Newton, MA, USA (“Seller”), and New Brunswick Power Generation Corporation, a corporation created under the Business Corporations Act of New Brunswick, having its head office at 515 King Street, P.O. Box 2040, Fredericton, New Brunswick, Canada (“Buyer”).
AMENDED AND RESTATED TURBINE SUPPLY AGREEMENT BY AND BETWEEN UPC WIND ACQUISITION IV, LLC AND CLIPPER TURBINE WORKS, INC.Turbine Supply Agreement • March 11th, 2010 • First Wind Holdings Inc. • Electric services • New York
THIS AMENDED AND RESTATED TURBINE SUPPLY AGREEMENT (the “Agreement” or the “Supply Agreement”) is made and entered into and effective as of December 31, 2007 by and between CLIPPER TURBINE WORKS, INC., a Delaware corporation (“Supplier”), and UPC WIND ACQUISITION IV, LLC, a Delaware limited liability company with a place of business c/o UPC Wind Management, LLC, 85 Wells Ave., Suite 305, Newton, MA 02459 (“Purchaser”). Supplier and Purchaser are sometimes referred to, individually, as a “Party” or, collectively, as the “Parties”.
UNIT REDEMPTION AGREEMENTUnit Redemption Agreement • March 11th, 2010 • First Wind Holdings Inc. • Electric services • Delaware
This Unit Redemption Agreement, dated as of April 28, 2006, is by and between UPC Wind Partners II, LLC (“UPC Holding”) and UPC Wind Partners, LLC (the “Company”), each a Delaware limited liability company.
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF UPC HAWAII WIND PARTNERS II, LLC a Delaware Limited Liability Company dated as of August 16, 2007Limited Liability Company Agreement • March 11th, 2010 • First Wind Holdings Inc. • Electric services • Delaware
Amended And Restated Limited Liability Company Agreement (this “Agreement”) of UPC Hawaii Wind Partners II, LLC, a Delaware limited liability company (the “Company”), dated as of August 16, 2007 (the “Effective Date”), by and among UPC Hawaii Wind Partners, LLC, a Delaware limited liability company (“UPC Hawaii”), JPM Capital Corporation, a Delaware corporation (“JPMCC”), JPM Wind Investments LLC, a Delaware limited liability company (“JPM Wind”, and together with JPMCC, the Purchasers”, and each, a Purchaser”).
EQUITY CONTRIBUTION AND PURCHASE AGREEMENT by and among MILFORD NHC, LLC MILFORD WIND HOLDINGS, LLC MILFORD WIND PARTNERS, LLC, and STANTON EQUITY TRADING DELAWARE LLC dated as of September 28, 2009Equity Contribution and Purchase Agreement • March 11th, 2010 • First Wind Holdings Inc. • Electric services • New York
This Equity Contribution and Purchase Agreement (this “Contribution Agreement”) is made and entered into as of September 28, 2009 (the “Effective Date”) by and among Stanton Equity Trading Delaware LLC, a Delaware limited liability company (“Investor”), Milford Wind Holdings, LLC, a Delaware limited liability company (“Holdings”), Milford NHC, LLC, a Delaware limited liability company (“NHC”), and Milford Wind Partners, LLC, a Delaware limited liability company (the “Company”).
AMENDMENT NO. 2 TO FIRST LIEN GUARANTEE AND SECURITY AGREEMENTFirst Lien Guarantee and Security Agreement • March 11th, 2010 • First Wind Holdings Inc. • Electric services • New York
This AMENDMENT NO. 2 TO FIRST LIEN GUARANTEE AND SECURITY AGREEMENT (this “Amendment”), dated as of December 22, 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 WELLS FARGO BANK, NATIONAL ASSOCIATION, as collateral agent (“Collateral Agent”).
ASSIGNMENT AND ASSUMPTION AGREEMENTAssignment and Assumption Agreement • March 11th, 2010 • First Wind Holdings Inc. • Electric services • New York
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT is made and entered into as of April 22, 2009 (the “Assignment Agreement”) by and between First Wind Acquisition IV, LLC (formerly known as UPC Wind Acquisition IV, LLC), a Delaware limited liability company (“FWA IV”), and Milford Wind Corridor Phase I, LLC, a Delaware limited liability company (“Milford I”). FWA IV and Milford I may be referred to individually as a “Party,” and collectively as the “Parties.”
NON-SOLICITATION AND NON-DISCLOSURE AGREEMENTNon-Solicitation and Non-Disclosure Agreement • March 11th, 2010 • First Wind Holdings Inc. • Electric services
As an employee of First Wind Energy, LLC, or one of its subsidiaries or affiliates (hereinafter, “First Wind”), I, [employee name], hereby covenant and agree to observe all the provisions of this Agreement, as well as all other rules and policies currently in effect and which First Wind may announce from time to time in accordance with applicable law.
AMENDMENT NO. 2 TO SECOND LIEN GUARANTY AND SECURITY AGREEMENTSecond Lien Guaranty and Security Agreement • March 11th, 2010 • First Wind Holdings Inc. • Electric services • New York
This AMENDMENT NO. 2 TO SECOND LIEN GUARANTY AND SECURITY AGREEMENT (this “Amendment”), dated as of December 22, 2009, is entered into by and among CSSW HOLDINGS, LLC (“CSSW Parent”), CSSW, LLC (“Borrower”, together with CSSW Parent, the “Guarantors”, and each individually, a “Guarantor”), and HSH NORDBANK AG, NEW YORK BRANCH (“HSHN”), in its capacity as Collateral Agent (in such capacity, the “Collateral Agent”) for the Second Lien Secured Parties.
ContractRestricted Unit Agreement • March 11th, 2010 • First Wind Holdings Inc. • Electric services • Delaware
This RESTRICTED UNIT AGREEMENT (this “Agreement”) is made as of this [4th] day of [January] [2010] (the “Grant Date”), between FIRST WIND HOLDINGS, LLC, a Delaware limited liability company (the “Company”), and [EMPLOYEE NAME] (the “Transferee”). Capitalized terms used in this Agreement (including the Exhibits hereto) but not defined in the body hereof are defined in Exhibit A.
AMENDMENT NO. 1 TO FIRST LIEN GUARANTEE AND SECURITY AGREEMENTFirst Lien Guarantee and Security Agreement • March 11th, 2010 • First Wind Holdings Inc. • Electric services • New York
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 WELLS FARGO BANK, NATIONAL ASSOCIATION, as collateral agent (“Collateral Agent”).
AMENDMENT NO. 1 TO INTERCREDITOR AGREEMENTIntercreditor Agreement • March 11th, 2010 • First Wind Holdings Inc. • Electric services • New York
This AMENDMENT NO. 1 TO INTERCREDITOR AGREEMENT (this “Amendment”), dated as of December 22, 2009, is entered into by and among Wells Fargo Bank, National Association, as the Collateral Agent and Administrative Agent (in such capacities, together with successors and assigns, the “Aimco Agent”) under the Aimco Credit Agreement, HSH Nordbank AG, New York Branch, as the Collateral Agent (in such capacity, together with its successors and assigns, the “Holdings Agent”) under the HSH Facilities, and is hereby acknowledged by the lenders from time to time party to the HSH Facilities (the “Holdings Lenders”).
SECOND AMENDED AND RESTATED GUARANTYGuaranty • March 11th, 2010 • First Wind Holdings Inc. • Electric services • New York
This Guaranty amends and restates in its entirety the Amended and Restated Guaranty dated as of December 12, 2008 made by the Guarantor in favor of the Lender.
INTERCREDITOR AGREEMENTIntercreditor Agreement • March 11th, 2010 • First Wind Holdings Inc. • Electric services • New York
This INTERCREDITOR AGREEMENT (this “Agreement”), dated as of July 17, 2009, is made by and between Wells Fargo Bank, National Association, as the Collateral Agent and Administrative Agent under the Aimco Credit Agreement (hereinafter defined) (in such capacities, together with successors and assigns, the “Aimco Agent”) and HSH Nordbank AG, New York Branch (“HSH Nordbank”), as the Collateral Agent for the lenders under and pursuant to the HSH Facilities (as hereinafter defined) (in such capacity, together with its successors and assigns, the “Holdings Agent”), and is acknowledged by CSSW, LLC, a Delaware limited liability company, as borrower under the Aimco Credit Agreement (the “Borrower”), First Wind Holdings, LLC (“Sponsor”), as borrower under the Holdings Loan Agreement (as hereinafter defined) and as guarantor under the various guaranties of the obligations of First Wind Acquisition, LLC under the FWA Note (as hereinafter defined) (“FWA”) and First Wind Acquisition IV, LLC under t
AMENDMENT NO. 2 TO FOURTH AMENDED AND RESTATED SECURED PROMISSORY NOTESecured Promissory Note • March 11th, 2010 • First Wind Holdings Inc. • Electric services • New York
This AMENDMENT NO. 2 TO FOURTH AMENDED AND RESTATED SECURED PROMISSORY NOTE (this “Amendment”), dated as of December 22, 2009, is entered into by and between First Wind Acquisition, LLC, a Delaware limited liability company, (“FWA”) and HSH Nordbank AG, New York Branch as Lender, Collateral Agent and Administrative Agent, (“HSHN”).
AMENDMENT NO. 1 TO FOURTH AMENDED AND RESTATED SECURED PROMISSORY NOTESecured Promissory Note • March 11th, 2010 • First Wind Holdings Inc. • Electric services • New York
This AMENDMENT NO. 1 TO FOURTH AMENDED AND RESTATED SECURED PROMISSORY NOTE (this “Amendment”), dated as of November 30, 2009, is entered into by and between First Wind Acquisition, LLC, a Delaware limited liability company, (“FWA”) and HSH Nordbank AG, New York Branch as Lender, Collateral Agent and Administrative Agent, (“HSHN”).
NON-COMPETITION AGREEMENTNon-Competition Agreement • March 11th, 2010 • First Wind Holdings Inc. • Electric services
As an employee of First Wind Energy, LLC, or one of its subsidiaries or affiliates (hereinafter, “First Wind”), I, [employee name], hereby covenant and agree to observe all the provisions of this Agreement, as well as all other rules and policies currently in effect and which First Wind may announce from time to time in accordance with applicable law.
FIRST LIEN GUARANTEE AND SECURITY AGREEMENT made by CSSW Holdings, LLC, CSSW, LLC and certain of its Subsidiaries in favor of Wells Fargo Bank, National Association, as Collateral Agent Dated as of July 17, 2009First Lien Guarantee and Security Agreement • March 11th, 2010 • First Wind Holdings Inc. • Electric services • New York
WHEREAS, pursuant to the Credit Agreement, dated as of July 17, 2009 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among CSSW, LLC, as borrower (the “Borrower”), CSSW Holdings, LLC (“CSSW Parent”), the Initial Lenders, Wells Fargo Bank, National Association, as administrative agent (in such capacity, and together with its successors and assigns in such capacity, the “Administrative Agent”) and the Collateral Agent, the Initial Lenders have severally agreed to make their respective extensions of credit to the Borrower upon the terms and subject to the conditions set forth therein;
AMENDMENT NO. 1 TO FINANCING AGREEMENTFinancing Agreement • March 11th, 2010 • First Wind Holdings Inc. • Electric services • New York
This AMENDMENT NO. 1 TO FINANCING AGREEMENT (this “Amendment”), dated as of December 29, 2009, is entered into by and between Stetson Holdings, LLC, a Delaware limited liability company (“Borrower”), and BNP PARIBAS, as Administrative Agent for the Lenders (“BNPP”).
FIRST AMENDMENT TO POWER PURCHASE AGREEMENTPower Purchase Agreement • March 11th, 2010 • First Wind Holdings Inc. • Electric services • California
THIS FIRST AMENDMENT TO POWER PURCHASE AGREEMENT (“Amendment”) is entered into as of this 16th day of January, 2009, by and between Southern California Public Power Authority, (“Buyer”), a public entity and joint powers agency formed and organized pursuant to the California Joint Exercise of Powers Act (California Government section 6500 et seq.), and Milford Wind Corridor Phase I, LLC (“Seller”), a limited liability company organized and existing under the laws of the State of Delaware. Each of Buyer and Seller is referred to individually under this Agreement as a “Party” and together they are referred to as the “Parties.”
AMENDMENT NO. 2 TO SECOND AMENDED AND RESTATED GUARANTYSecond Amended and Restated Guaranty • March 11th, 2010 • First Wind Holdings Inc. • Electric services • New York
AMENDMENT NO. 2 TO SECOND AMENDED AND RESTATED GUARANTY (this “Amendment”), dated as of December 22, 2009, is entered into by and between First Wind Holdings, LLC, a Delaware limited liability company (“FWH”) and HSH Nordbank AG, New York Branch (“HSHN”).
SECOND LIEN GUARANTY AND SECURITY AGREEMENT Dated as of July 17, 2009 by and between CSSW Holdings, LLC, CSSW, LLC Certain of its Subsidiaries and HSH NORDBANK AG, NEW YORK BRANCH, as the Collateral Agent for the Second Lien Secured PartiesSecond Lien Guaranty and Security Agreement • March 11th, 2010 • First Wind Holdings Inc. • Electric services • New York
This SECOND LIEN GUARANTY AND SECURITY AGREEMENT (this “Agreement”), dated as of July 17, 2009, is made by and among CSSW Holdings, LLC (“CSSW Holdings”), a limited liability company duly formed and validly existing under the laws of the State of Delaware, CSSW, LLC (“CSSW”), a limited liability company duly formed and validly existing under the laws of the State of Delaware (together with their permitted successors and assigns, the “Guarantors” and each a “Guarantor”), and HSH NORDBANK AG, NEW YORK BRANCH (“HSHN”), in its capacity as Collateral Agent (in such capacity, the “Collateral Agent”) for the Second Lien Secured Parties (as defined below).
AMENDMENT NO. 1 TO AMENDED AND RESTATED TURBINE SUPPLY AGREEMENT and AMENDED AND RESTATED WARRANTY AGREEMENTTurbine Supply Agreement and Warranty Agreement • March 11th, 2010 • First Wind Holdings Inc. • Electric services • New York
This AMENDMENT NO. 1 TO AMENDED AND RESTATED TURBINE SUPPLY AGREEMENT and AMENDED AND RESTATED WARRANTY AGREEMENT (the “Amendment”) is entered into and effective as of December 30, 2008, by and between CLIPPER TURBINE WORKS, INC., a Delaware corporation (“Supplier”), and FIRST WIND ACQUISITION IV, LLC, a Delaware limited liability company, with a place of business c/o First Wind Energy, LLC, 85 Wells Ave., Suite 305, Newton, MA 02459 (“Purchaser”).
NONCOMPETITION, CONFIDENTIALITY AND RELEASE AGREEMENTNoncompetition and Confidentiality Agreement • March 11th, 2010 • First Wind Holdings Inc. • Electric services • Delaware
This Noncompetition and Confidentiality Agreement (this “Agreement”) is entered into on , 2010 (the “Effective Date”), between First Wind Holdings, LLC (the “Company”) and EMPLOYEE NAME (the “Transferee”).
AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED GUARANTYGuaranty • March 11th, 2010 • First Wind Holdings Inc. • Electric services • New York
This AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED GUARANTY (this “Amendment”), dated as of November 30, 2009, is entered into by and between First Wind Holdings, LLC, a Delaware limited liability company (“FWH”) and HSH Nordbank AG, New York Branch (“HSHN”).
Power Purchase Contract For As Available EnergyPower Purchase Contract • March 11th, 2010 • First Wind Holdings Inc. • Electric services • Hawaii
standard to design and construct the Company-owned 69 kV Switching Station and the supervisory control and data acquisition (“SCADA”) remote terminal unit (“RTU”) (which transmits information to the Company’s Energy Management System (“EMS”)). This manual will also include items such as equipment specifications, construction standards, sample design drawings, and a drawing numbering standard.
ContractRestricted Unit Agreement • March 11th, 2010 • First Wind Holdings Inc. • Electric services • Delaware
This RESTRICTED UNIT AGREEMENT (this “Agreement”) is made as of this 30th day of December 2006 (the “Grant Date”), between UPC Wind Partners, LLC, a Delaware limited liability company (the “Company”), and ; (the “Executive”). Capitalized terms used in this Agreement (including the Exhibits hereto) but not defined in the body hereof are defined in Exhibit A.
AMENDMENT NO. 1 TO SECOND LIEN GUARANTY AND SECURITY AGREEMENTSecond Lien Guaranty and Security Agreement • March 11th, 2010 • First Wind Holdings Inc. • Electric services • New York
This AMENDMENT NO. 1 TO SECOND LIEN GUARANTY 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 “Guarantors”, and each individually, a “Guarantor”), and HSH NORDBANK AG, NEW YORK BRANCH (“HSHN”), in its capacity as Collateral Agent (in such capacity, the “Collateral Agent”) for the Second Lien Secured Parties.
