JOINDER AGREEMENTJoinder Agreement • December 22nd, 2014 • TerraForm Power, Inc. • Electric services • New York
THIS JOINDER AGREEMENT, dated as of December 18, 2014 (this “Agreement”), by and among BARCLAYS BANK PLC (“Barclays”), GOLDMAN SACHS BANK USA (“Goldman Sachs”), MORGAN STANLEY SENIOR FUNDING, INC. (“MSSF”), MORGAN STANLEY BANK, N.A. (“MSB” and together with MSSF, “Morgan Stanley”), JPMORGAN CHASE BANK, NATIONAL ASSOCIATION (“JPMorgan”), BANK OF AMERICA, N.A. (“Bank of America”), and CITIBANK, N.A. (“Citi”) (each an “Incremental Lender” and collectively the “Incremental Lenders”), TERRAFORM POWER OPERATING, LLC, a Delaware limited liability company (“Borrower”), TERRAFORM POWER, LLC, a Delaware limited liability company (“Holdings”), and CERTAIN SUBSIDIARIES OF BORROWER, as Guarantors, and Goldman Sachs, as Administrative Agent.
SECURITIES PURCHASE AGREEMENT by and between TerraForm CD Holdings Corporation, TerraForm CD Holdings GP, LLC, TerraForm CD Holdings, LLC, as Buyers, and Capital Dynamics US Solar Energy A, L.P., Capital Dynamics US Solar Energy A-1, L.P., Capital...Securities Purchase Agreement • December 22nd, 2014 • TerraForm Power, Inc. • Electric services • New York
This Securities Purchase Agreement (this “Agreement”), is entered into as of October 29, 2014 (the “Effective Date”), by and between TerraForm CD Holdings Corporation, a Delaware corporation (“HoldCo Inc.”), TerraForm CD Holdings GP, LLC, a Delaware limited liability company (“HoldCo GP”), and TerraForm CD Holdings, LLC, a Delaware limited liability company (“HoldCo LLC”, and collectively with HoldCo Inc. and HoldCo GP, the “Buyers”) on the one hand, and Capital Dynamics US Solar Energy A, L.P., a Delaware limited liability partnership (“CD US A”), Capital Dynamics US Solar Energy A-1, L.P., a Delaware limited liability partnership (“CD US A-1”), Capital Dynamics US Solar Energy A-2, L.P., a Delaware limited liability partnership (“CD US A-2”), Capital Dynamics US Solar Energy, L.P., a Delaware limited liability partnership (“CD US Solar”), and Capital Dynamics (US) GP AIV, Inc., a Delaware corporation (“CD AIV Inc.”) (each, a “Seller”, and collectively, the “Sellers”), on the other ha
FIRST AMENDMENT to SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 22nd, 2014 • TerraForm Power, Inc. • Electric services • New York
This First Amendment (the “First Amendment”) to the Securities Purchase Agreement, dated as of October 29, 2014 (the “SPA”), is entered into as of December 18, 2014 (the “First Amendment Date”) by and between TerraForm CD Holdings Corporation, a Delaware corporation (“HoldCo Inc.”), TerraForm CD Holdings GP, LLC, a Delaware limited liability company (“HoldCo GP”), and TerraForm CD Holdings, LLC, a Delaware limited liability company (“HoldCo LLC”) (each, a “Buyer”, and collectively, the “Buyers”) on the one hand, and Capital Dynamics US Solar Energy A, L.P., a Delaware limited liability partnership (“CD US A”), Capital Dynamics US Solar Energy A-1, L.P., a Delaware limited liability partnership (“CD US A-1”), Capital Dynamics US Solar Energy A-2, L.P., a Delaware limited liability partnership (“CD US A-2”), Capital Dynamics US Solar Energy, L.P., a Delaware limited liability partnership (“CD US Solar”), and Capital Dynamics (US) GP AIV, Inc., a Delaware corporation (“CD AIV Inc.”) (each
