NRG YIELD, INC. CONVERTIBLE SENIOR NOTES DUE 2019 FULLY AND UNCONDITIONALLY GUARANTEED BY NRG YIELD OPERATING LLC AND NRG YIELD LLC PURCHASE AGREEMENTPurchase Agreement • January 16th, 2015 • NRG Yield, Inc. • Electric services • New York
We are issuing this letter in our capacity as special counsel for NRG Yield, Inc., a Delaware corporation (the “Company”) and NRG Yield LLC and NRG Yield Operating LLC (each, a “Guarantor” and, collectively, the “Guarantors”), in response to the requirement in Section 5(c) of the Purchase Agreement, dated February [·], 2014 (the “Purchase Agreement”), among the initial purchasers therein (the “Initial Purchasers”), the Company and the Guarantors, relating to the sale by the Company to the Initial Purchasers of $[300] million aggregate principal amount of the Company’s [·]% Convertible Senior Notes due 2019 (the “Notes” and together with the related guarantees thereof by the Guarantors (the “Guarantees”), the “Securities”) to be issued under an Indenture, dated as of February [·], 2014 (the “Indenture”), between the Company, the Guarantors and Wilmington Trust, National Association, as trustee (the “Trustee”).
