PURCHASE AND SALE AGREEMENT by and among SUNEDISON, INC., TERRAFORM POWER, LLC, TERRAFORM POWER, INC., FIRST WIND HOLDINGS, LLC, FIRST WIND CAPITAL, LLC, D. E. SHAW COMPOSITE HOLDINGS, L.L.C., THE MEMBERS OF THE COMPANY and D. E. SHAW COMPOSITE...Purchase and Sale Agreement • January 8th, 2015 • TerraForm Power, Inc. • Electric services • New York
This PURCHASE AND SALE AGREEMENT is made as of November 17, 2014 (this “Agreement”) by and among SunEdison, Inc., a Delaware corporation (“Holdco Buyer”), TerraForm Power, LLC, a Delaware limited liability company (“Operating Buyer”), and together with Holdco Buyer, each a “Buyer,” and collectively, “Buyers”), TerraForm Power, Inc., a Delaware corporation (“Guarantor”), First Wind Holdings, LLC, a Delaware limited liability company (the “Company”), First Wind Capital, LLC, a Delaware limited liability company and wholly owned Subsidiary of the Company (“Operating Seller”), D. E. Shaw Composite Holdings, L.L.C., a Delaware limited liability company (“Blocker Parent”), the Company Members set forth on Schedule 1.01 (a) hereto (the “Company Sellers,” and together with Blocker Parent and any person who becomes a party hereto pursuant to Section 12.11, each a “Seller” and collectively, the “Sellers”), and D. E. Shaw Composite Holdings, L.L.C. and Madison Dearborn Capital Partners IV, L.P.,
TERRAFORM POWER, INC., TERRAFORM POWER, LLC and TERRAFORM POWER OPERATING, LLC and SUNEDISON, INC. as Manager MANAGEMENT SERVICES AGREEMENTManagement Services Agreement • January 8th, 2015 • TerraForm Power, Inc. • Electric services • New York
THIS AGREEMENT is made as of the 23rd day of July 2014, by and among TerraForm Power, Inc., a Delaware corporation (“Terra”), TerraForm Power, LLC, a Delaware limited liability company (“Terra LLC”), TerraForm Power Operating, 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.
JOINDER AGREEMENTJoinder Agreement • January 8th, 2015 • 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 • January 8th, 2015 • 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 AMENDED & RESTATED LIMITED LIABILITY COMPANY AGREEMENT TERRAFORM POWER, LLCLimited Liability Company Agreement • January 8th, 2015 • TerraForm Power, Inc. • Electric services • Delaware
This First Amendment (the “Amendment”) to the Amended and Restated Limited Liability Company Operating Agreement of TerraForm Power, LLC (the “Company”), dated as of July 23, 2014, and associated Adoption Agreement, dated July 23, 2014 (as amended, the “LLC Agreement”), is entered into as of November , 2014 (the “Amendment Date”) by and among TerraForm Power, Inc., a Delaware corporation ( “TerraForm Power”), SunEdison Holdings Corporation, a Delaware corporation (“SunEdison”) and R/C US Solar Investment Partnership, L.P., a Delaware limited partnership (“R/C US Solar” and together with TerraForm Power and SunEdison, individually a “Party” and collectively, the “Parties”). Initially capitalized terms used herein and not otherwise defined shall have the meanings set forth in the LLC Agreement.
FIRST AMENDMENT to SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 8th, 2015 • 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
COUNTERPART AGREEMENTCounterpart Agreement • January 8th, 2015 • TerraForm Power, Inc. • Electric services • New York
This COUNTERPART AGREEMENT, dated December 18, 2014 (this “Counterpart Agreement”) is delivered pursuant to that certain Credit and Guaranty Agreement, dated as of July 23, 2014 (as amended by that First Amendment to Credit and Guaranty Agreement dated as of August 25, 2014, and as further amended, supplemented or otherwise modified, the “Credit Agreement”; the terms defined therein and not otherwise defined herein being used herein as therein defined), by and among TERRAFORM POWER OPERATING, LLC (“Borrower”), TERRAFORM POWER, LLC, certain Subsidiaries of Borrower, as Guarantors, the Lenders party thereto from time to time, GOLDMAN SACHS BANK USA, as Administrative Agent and Collateral Agent, and the other Persons party thereto.
INTERCOMPANY AGREEMENTIntercompany Agreement • January 8th, 2015 • TerraForm Power, Inc. • Electric services • New York
This Intercompany Agreement (this “Agreement”) is made and entered into as of November 17, 2014 (the “Effective Date”) by and between SunEdison, Inc., a Delaware corporation (“SunEdison” or “Holdco Buyer”), SunEdison Holdings Corporation, a Delaware corporation (“SE Holdings”), and TerraForm Power, LLC, a Delaware limited liability company (“TERP LLC” or “Operating Buyer,” and together with Holdco Buyer, each a “Buyer,” and collectively “Buyers”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Purchase Agreement (as defined below).
FIRST AMENDMENT TO CREDIT AND GUARANTY AGREEMENTCredit and Guaranty Agreement • January 8th, 2015 • TerraForm Power, Inc. • Electric services • New York
THIS FIRST AMENDMENT TO CREDIT AND GUARANTY AGREEMENT (this “Amendment”) is dated as of August 25, 2014 and is entered into by and among TERRAFORM POWER OPERATING, LLC, a Delaware limited liability company (“Borrower’’) and GOLDMAN SACHS BANK USA (“Goldman Sachs”), as Administrative Agent (“Administrative Agent”), and is made with reference to that certain CREDIT AND GUARANTY AGREEMENT dated as of July 23, 2014 (as amended through the date hereof, the “Credit Agreement”) by and among Borrower, TERRAFORM POWER, LLC, a Delaware limited liability company, the subsidiaries of Borrower named therein, the Lenders, the Administrative Agent, Collateral Agent and the other Agents named therein. Capitalized terms used herein without definition shall have the same meanings herein as set forth in the Credit Agreement after giving effect to this Amendment.
