SECURED DEBTOR-IN-POSSESSION LOAN AGREEMENT by and among Distributed Energy Systems Corp. and Northern Power Systems, Inc. as Borrowers, Proton Energy Systems, Inc., Technology Drive, LLC, Northern Power Systems Commercial Condominium Owners...Secured Debtor-in-Possession Loan Agreement • June 6th, 2008 • Distributed Energy Systems Corp • Electric services • New York
SECURED DEBTOR-IN-POSSESSION LOAN AGREEMENT (this “Agreement”), dated as of June [ ], 2008, by and among Distributed Energy Systems Corp., a Delaware corporation (“DESC”), and Northern Power Systems, Inc., a Delaware corporation (“Northern,” and together with DESC, the “Borrowers,” and each individually, a “Borrower”), each Borrower being a debtor and debtor-in-possession in a case pending under Chapter 11 of the Bankruptcy Code (the “Chapter 11 Cases”); Proton Energy Systems, Inc., a Delaware corporation (“Proton”), Technology Drive, LLC, a Connecticut limited liability company (“Tech LLC”), Northern Power Systems Commercial Condominium Owners Association, a Vermont condominium association (“NPSCCOA”), DESC WTE Energy LLC, a Delaware limited liability company (“DESC WTE”), and NP Canada, Inc., a Canadian corporation (“NP Canada,” and together with Proton, Tech LLC, NPSCCOA and DESC WTE, the “Guarantors,” and each individually, a “Guarantor”); and Perseus Partners VII, L.P., a Delaware
STOCK PURCHASE AGREEMENTStock Purchase Agreement • June 6th, 2008 • Distributed Energy Systems Corp • Electric services • Delaware
THIS STOCK PURCHASE AGREEMENT (the “Agreement”) is made as of the 4th day of June, 2008, by and between Distributed Energy Systems Corp., a Delaware corporation and about to be a debtor-in-possession, having a principal business address of 10 Technology Drive, Wallingford, Connecticut 06492 (the “Seller”), and Baker Companies, Inc., a New York corporation, having a principal business address of 485 Washington Avenue, Pleasantville, New York 10570 (the “Purchaser”).
ASSET PURCHASE AGREEMENT June 4, 2008 by and among NEA WIND ACQUISITION CORP., NEA MANAGEMENT COMPANY, LLC, DISTRIBUTED ENERGY SYSTEMS CORP. and NORTHERN POWER SYSTEMS, INC.Asset Purchase Agreement • June 6th, 2008 • Distributed Energy Systems Corp • Electric services • New York
NOW, THEREFORE, in consideration of the premises and the mutual promises herein made, and in consideration of the representations, warranties, and covenants herein contained, and intending to be legally bound, the parties hereto agree as follows:
