NRG YIELD, INC. REGISTRATION RIGHTS AGREEMENT July 22, 2013Registration Rights Agreement • July 26th, 2013 • NRG Yield, Inc. • Electric services • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of July 22, 2013, between NRG Yield, Inc., a Delaware corporation (the “Company”), and NRG Energy, Inc., a Delaware corporation (“NRG”). Except as otherwise specified herein, all capitalized terms used in this Agreement are defined in Section 1. This Agreement shall become effective immediately prior to the consummation of the initial public offering of the Company’s Class A Common Stock on the date first above written (the “Effective Time”).
SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT NRG YIELD LLC Dated and effective as of July 22, 2013Limited Liability Company Agreement • July 26th, 2013 • NRG Yield, Inc. • Electric services • Delaware
This SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of NRG Yield LLC, a Delaware limited liability company, dated and effective as of July 16, 2013 (the “Effective Date”), is made by and among the Members (as defined herein).
NRG YIELD, INC., NRG YIELD LLC and NRG YIELD OPERATING LLC and NRG ENERGY, INC. as ManagerManagement Services Agreement • July 26th, 2013 • NRG Yield, Inc. • Electric services • New York
TRADEMARK LICENSE AGREEMENTTrademark License Agreement • July 26th, 2013 • NRG Yield, Inc. • Electric services • New York
THIS TRADEMARK LICENSE AGREEMENT (this “Agreement”), dated as of Jule 22, 2013, is made by and between NRG Energy, Inc. (“Licensor”) and NRG Yield, Inc. (“Licensee”). Licensor and Licensee are each a “Party,” and collectively, the “Parties.” This Agreement shall become effective immediately prior to the consummation of the initial public offering of Licensee’s Class A Common Stock on the date first above written (the “Effective Date”).
RIGHT OF FIRST OFFER AGREEMENTRight of First Offer Agreement • July 26th, 2013 • NRG Yield, Inc. • Electric services • Delaware
THIS RIGHT OF FIRST OFFER AGREEMENT (this “Agreement”) is made and entered into as of the 22nd day of July 2013, by and between NRG ENERGY, INC., a Delaware corporation (“NRG”), and NRG YIELD, INC., a Delaware corporation (the “Yield”). NRG and Yield are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
EXCHANGE AGREEMENTExchange Agreement • July 26th, 2013 • NRG Yield, Inc. • Electric services • Delaware
This EXCHANGE AGREEMENT (this “Agreement”), dated as of July 22, 2013, is made by and among NRG Yield Inc., a Delaware corporation (the “Corporation”), NRG Yield LLC, a Delaware limited liability company (“Yield LLC”), NRG Energy, Inc. (“NRG”) and the other Persons from time to time party hereto in accordance with Section 5.1 hereof (collectively with NRG, the “Yield LLC Unitholders”).
CREDIT AGREEMENT Dated as of July 22, 2013 among NRG YIELD OPERATING LLC, as the Borrower, NRG YIELD LLC, as Holdings, BANK OF AMERICA, N.A., as Administrative Agent, BANK OF AMERICA, N.A., as L/C Issuer and The Revolving Credit Lenders Party Hereto...Credit Agreement • July 26th, 2013 • NRG Yield, Inc. • Electric services • New York
This CREDIT AGREEMENT (“Agreement”) is entered into as of July 22, 2013, among NRG Yield Operating LLC, a Delaware limited liability company (the “Borrower”), NRG Yield LLC, a Delaware limited liability company (“Holdings”), each revolving credit lender from time to time party hereto (collectively, the “Revolving Credit Lenders” and individually, a “Revolving Credit Lender”), BANK OF AMERICA, N.A., as Administrative Agent, and BANK OF AMERICA, N.A., as L/C Issuer.
