0001193125-14-158705 Sample Contracts

EMPLOYMENT AGREEMENT
Employment Agreement • April 25th, 2014 • Pattern Energy Group Inc. • Electric services

This Employment Agreement (“Agreement”) is made and entered into as of October 2, 2013 (the “Effective Date”), by and between Pattern Energy Group Inc., a Delaware corporation (hereafter the “Company”), and Esben W. Pedersen (“Executive”).

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AMENDMENT NO. 2 TO CREDIT AND GUARANTY AGREEMENT AND WAIVER AGREEMENT
Credit and Guaranty Agreement • April 25th, 2014 • Pattern Energy Group Inc. • Electric services

This AMENDMENT NO. 2 TO CREDIT AND GUARANTY AGREEMENT AND WAIVER AGREEMENT (this “Agreement”), dated as of March 10, 2014, is entered into by and among Pattern US Finance Company LLC, a Delaware limited liability company (“US Borrower”), Pattern Canada Finance Company ULC, a Nova Scotia unlimited company (“Canada Borrower” and together with US Borrower, the “Borrowers”), Royal Bank of Canada, acting through its New York Branch, as Administrative Agent under the Credit Agreement (the “Administrative Agent”), each of Royal Bank of Canada, acting through its New York branch (“RBC”), Bank of Montreal, Chicago branch (“BMO”), Morgan Stanley Bank, N.A. (“MS”), and The Bank of Nova Scotia, London branch (“Scotiabank” and, together with RBC, BMO and MS, the “Lenders”), as Issuing Bank and Lender. The Borrowers, the Lenders and the Administrative Agent shall be referred to hereunder as the “Parties” and, individually, as a “Party.”

AMENDMENT AGREEMENT
Amendment Agreement • April 25th, 2014 • Pattern Energy Group Inc. • Electric services

This AMENDMENT AGREEMENT (this “Agreement”), dated as of October 2, 2013, is entered into by and among Pattern US Finance Company LLC, a Delaware limited liability company (“US Borrower”), Pattern Canada Finance Company ULC, a Nova Scotia unlimited company (“Canada Borrower” and together with US Borrower, the “Borrowers”), and Royal Bank of Canada, acting through its New York Branch, as Administrative Agent under the Credit Agreement (the “Administrative Agent”). The Borrowers and the Administrative Agent shall be referred to hereunder as the “Parties” and, individually, as a “Party.”

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