AGREEMENT AND PLAN OF MERGER among CPT WYNDHAM HOLDINGS LTD., CPT WYNDHAM SUB LTD. and CHINA HYDROELECTRIC CORPORATION Dated as of January 13, 2014Agreement and Plan of Merger • January 13th, 2014 • NewQuest Asia Fund I, L.P. • Electric services • New York
AGREEMENT AND PLAN OF MERGER, dated as of January 13, 2014 (this “Agreement”), among CPT Wyndham Holdings Ltd., an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Parent”), CPT Wyndham Sub Ltd., an exempted company with limited liability incorporated under the laws of the Cayman Islands, all of the outstanding shares of which are owned by Parent (“Merger Sub”), and China Hydroelectric Corporation, an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”).
LIMITED GUARANTEELimited Guarantee • January 13th, 2014 • NewQuest Asia Fund I, L.P. • Electric services • New York
LIMITED GUARANTEE, dated as of January 13, 2014 (this “Limited Guarantee”), by NewQuest Asia Fund I, L.P. and NewQuest Asia Fund II, L.P. (together, the “Guarantors” and, each, a “Guarantor”) in favor of China Hydroelectric Corporation, an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Guaranteed Party”). Capitalized terms used but not defined in this Limited Guarantee shall have the meanings assigned to such terms in the Merger Agreement (as defined below).
ROLLOVER AND SUPPORT AGREEMENT January 13, 2014Rollover and Support Agreement • January 13th, 2014 • NewQuest Asia Fund I, L.P. • Electric services • Hong Kong
This ROLLOVER AND SUPPORT AGREEMENT (this “Agreement”) is entered into as of the date set forth above by and among CPT Wyndham Holdings Ltd., an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Parent”), and the shareholders of China Hydroelectric Corporation, an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”) listed on Schedule A hereto (each, a “Shareholder” and, collectively, the “Shareholders”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Merger Agreement (as defined below).
JOINT FILING AGREEMENTJoint Filing Agreement • January 13th, 2014 • NewQuest Asia Fund I, L.P. • Electric services
Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations thereunder, each party hereto hereby agrees to the joint filing, on behalf of each of them, of any filing required by such party under Section 13 or Section 16 of the Exchange Act or any rule or regulation thereunder (including any amendment, restatement, supplement, and/or exhibit thereto) with the Securities and Exchange Commission (and, if such security is registered on a national securities exchange, also with the exchange), and further agrees to the filing, furnishing, and/or incorporation by reference of this agreement as an exhibit thereto. This agreement shall remain in full force and effect until revoked by any party hereto in a signed writing provided to each other party hereto, and then only with respect to such revoking party.
EQUITY COMMITMENT LETTER January 13, 2014NewQuest Asia Fund I, L.P. • January 13th, 2014 • Electric services • New York
This letter agreement sets forth the commitments of NewQuest Asia Fund I, L.P. and NewQuest Asia Fund II, L.P. (each, a “Sponsor” and, collectively, the “Sponsors”), subject to the terms and conditions contained herein, to purchase, directly or indirectly, certain equity interests of CPT Wyndham Holdings Ltd., an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Parent”). It is contemplated that, pursuant to that certain Agreement and Plan of Merger, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Merger Agreement”), by and among China Hydroelectric Corporation (the “Company”), Parent, and CPT Wyndham Sub Ltd., a direct wholly-owned subsidiary of Parent (“Merger Sub”), Merger Sub will merge with and into the Company (the “Merger”), with the Company surviving the Merger as a direct wholly-owned subsidiary of Parent. Capitalized terms used in this letter and not otherwise defined herei
