TERRAFORM POWER, INC. REGISTRATION RIGHTS AGREEMENT July 23, 2014Registration Rights Agreement • July 25th, 2014 • TerraForm Power, Inc. • Electric services • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of July 23, 2014, among TerraForm Power, Inc., a Delaware corporation (the “Company”), R/C US Solar Investment Partnership, L.P., a Delaware limited partnership (“Riverstone”), and each of the other holders from time to time of Registrable Securities (as defined below) listed on Annex A hereto (together with Riverstone, and as Annex A is updated and amended pursuant to Section 9 from time to time, the “Holders”). 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, par value $0.01 per share (the “Common Stock”), on the date first above written (the “Effective Time”), subject to the earlier consummation of the Mt. Signal Transaction as defined in that certain Master Transaction Agreement, dated as of June 16, 2014 (the “MTA”
CREDIT AND GUARANTY AGREEMENT dated as of July 23, 2014 among TERRAFORM POWER OPERATING, LLC, as Borrower, TERRAFORM POWER, LLC, as a Guarantor, CERTAIN SUBSIDIARIES OF TERRAFORM POWER OPERATING, LLC, as Guarantors, VARIOUS LENDERS, GOLDMAN SACHS BANK...Credit and Guaranty Agreement • July 25th, 2014 • TerraForm Power, Inc. • Electric services • New York
This CREDIT AND GUARANTY AGREEMENT, dated as of July 23, 2014, is entered into by and among TERRAFORM POWER OPERATING, LLC, a Delaware limited liability company (“Borrower”), TERRAFORM POWER, LLC, a Delaware limited liability company (“Holdings”), CERTAIN SUBSIDIARIES OF BORROWER, as Guarantors, the Lenders party hereto from time to time, GOLDMAN SACHS BANK USA (“Goldman Sachs”), BARCLAYS BANK PLC (“Barclays”), CITIGROUP GLOBAL MARKETS INC. (“Citigroup”) and JPMORGAN CHASE BANK, N.A. (“JPMorgan”), as Co-Syndication Agents (in such capacity, “Syndication Agents”), Goldman Sachs, as Administrative Agent (together with its permitted successors in such capacity, “Administrative Agent”), and as Collateral Agent (together with its permitted successor in such capacity, “Collateral Agent”), Goldman Sachs, Barclays, Citigroup and JPMorgan, as Joint Lead Arrangers (in such capacity, “Arrangers”) and Joint Bookrunners, and SANTANDER BANK, N.A. (“Santander”), as Documentation Agent (in such capaci
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT TerraForm Power, LLC Dated and effective as of July 23, 2014Limited Liability Company Agreement • July 25th, 2014 • TerraForm Power, Inc. • Electric services • Delaware
This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of TerraForm Power, LLC, a Delaware limited liability company (the “Company”), dated and effective as of July 23, 2014 (the “Effective Date”), is made by and among the Members (as defined herein).
REPOWERING SERVICES RIGHT OF FIRST REFUSAL AGREEMENTRight of First Refusal Agreement • July 25th, 2014 • TerraForm Power, Inc. • Electric services • New York
PROJECT SUPPORT AGREEMENTProject Support Agreement • July 25th, 2014 • TerraForm Power, Inc. • Electric services • New York
THIS PROJECT SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of the July 23, 2014 by and between SunEdison, Inc., a Delaware corporation (“SunEdison”), and TerraForm Power, LLC, a Delaware limited liability company (“Terra”). SunEdison and Terra are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
EXCHANGE AGREEMENTExchange Agreement • July 25th, 2014 • TerraForm Power, Inc. • Electric services • Delaware
This EXCHANGE AGREEMENT (this “Agreement”), dated as of July 23, 2014, is made by and among TerraForm Power, Inc., a Delaware corporation (the “Corporation”), TerraForm Power, LLC, a Delaware limited liability company (“Terra LLC”), SunEdison, Inc. (“SunEdison”) and the other Persons from time to time party hereto in accordance with Section 4.1 hereof (collectively with SunEdison, the “Terra LLC Unitholders”).
INTEREST PAYMENT AGREEMENTInterest Payment Agreement • July 25th, 2014 • TerraForm Power, Inc. • Electric services • New York
THIS INTEREST PAYMENT AGREEMENT (this “Agreement”) is made as of the July, 23, 2014 (the “Effective Date”), by and among TerraForm Power, LLC (“Terra LLC”), TerraForm Power Operating, LLC, a Delaware limited liability company (“Terra Operating”), SunEdison, Inc., a Delaware corporation (“SunEdison”), and SunEdison Holdings Corporation, a Delaware corporation (“SunEdison Holdings”).
TERRAFORM POWER, INC., TERRAFORM POWER, LLC and TERRAFORM POWER OPERATING, LLC and SUNEDISON, INC. as Manager MANAGEMENT SERVICES AGREEMENTManagement Services Agreement • July 25th, 2014 • TerraForm Power, Inc. • Electric services • New York
THIS AGREEMENT is made as of July 23, 2014, by and among TerraForm Power, Inc., a Delaware corporation (“Terra”), TerraForm Power, LLC, a Delaware limited liability company (“Terra LLC”), TerraForm Power TerraOperating, LLC, a Delaware limited liability company (“Terra Operating”), and SunEdison, Inc., a Delaware corporation (the “Manager”). This Agreement shall become effective immediately prior to the consummation of the initial public offering of Terra’s Class A Common Stock on the date first above written.
CLASS BI EXCHANGE AGREEMENTClass B1 Exchange Agreement • July 25th, 2014 • TerraForm Power, Inc. • Electric services • Delaware
This CLASS B1 EXCHANGE AGREEMENT (this “Agreement”), dated as of July 23, 2014, is made by and among TerraForm Power, Inc., a Delaware corporation (the “Corporation”), TerraForm Power, LLC, a Delaware limited liability company (“Terra LLC”), R/C US Solar Investment Partnership, L.P., a Delaware limited partnership (“Riverstone”) and the other Persons from time to time party hereto in accordance with Section 4.1 hereof (collectively with Riverstone, the “Terra LLC Unitholders”).
MT. SIGNAL CONTRIBUTION AGREEMENT BY AND AMONG TERRAFORM POWER INC. TERRAFORM POWER, LLC AND SILVER RIDGE POWER, LLC JULY 23, 2014Contribution Agreement • July 25th, 2014 • TerraForm Power, Inc. • Electric services • New York
This CONTRIBUTION AGREEMENT (this “Agreement”) is entered into as of July 23, 2014 (the “Effective Date”) by and among Terraform Power Inc., a Delaware corporation (“YieldCo”), Terraform Power, LLC, a Delaware limited liability company (“YieldCo LLC”), and Silver Ridge Power, LLC, a Delaware limited liability company (“SRP”).
SunEdison, Inc. 13736 Riverport Drive, Suite 180 Maryland Heights, Missouri 63043 July 23, 2014Project Support Agreement • July 25th, 2014 • TerraForm Power, Inc. • Electric services • Delaware
Reference is made to that certain Project Support Agreement, dated as of July 23, 2014 (the “Project Support Agreement”), by and between SunEdison, Inc., a Delaware corporation (“SunEdison”), and TerraForm Power, LLC, a Delaware limited liability company (“Terra”). Capitalized terms used in this letter agreement but not otherwise defined herein shall have the meanings ascribed to such terms in the Project Support Agreement.
