CREDIT AND GUARANTY AGREEMENT dated as of January 28, 2015 among TERRAFORM POWER OPERATING, LLC, as Borrower, TERRAFORM POWER, LLC, as a Guarantor, CERTAIN SUBSIDIARIES OF TERRAFORM POWER OPERATING, LLC, as Guarantors, VARIOUS LENDERS, BARCLAYS BANK...Credit and Guaranty Agreement • February 3rd, 2015 • TerraForm Power, Inc. • Electric services • New York
This CREDIT AND GUARANTY AGREEMENT, dated as of January 28, 2015, 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, BARCLAYS BANK PLC (“Barclays”), 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”), CITIGROUP GLOBAL MARKETS INC. (“Citigroup”), GOLDMAN SACHS BANK USA (“Goldman Sachs”), MACQUARIE CAPITAL (USA) INC. (“Macquarie”), MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED (“MLPFS”) and MORGAN STANLEY SENIOR FUNDING, INC. (“Morgan Stanley”), as Co-Syndication Agents (in such capacity, “Syndication Agents”), KEYBANK NATIONAL ASSOCIATION (“KeyBank”) and ROYAL BANK OF CANADA (“Royal Bank”) as Co-Documenta
TERRAFORM POWER OPERATING, LLC AND EACH OF THE GUARANTORS PARTY HERETO 5.875% SENIOR NOTES DUE 2023 INDENTURE Dated as of January 28, 2015 U.S. Bank National Association TrusteeIndenture • February 3rd, 2015 • TerraForm Power, Inc. • Electric services • New York
INDENTURE dated as of January 28, 2015 among TerraForm Power Operating, LLC, a Delaware corporation, the Guarantors (as defined) and U.S. Bank National Association U.S., as trustee.
AMENDED AND RESTATED INTEREST PAYMENT AGREEMENTInterest Payment Agreement • February 3rd, 2015 • TerraForm Power, Inc. • Electric services • New York
THIS AMENDED AND RESTATED INTEREST PAYMENT AGREEMENT (this “Agreement”) is made as of the 28th day of January, 2015 (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. REGISTRATION RIGHTS AGREEMENT January 29, 2015Registration Rights Agreement • February 3rd, 2015 • TerraForm Power, Inc. • Electric services • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of January 29, 2015, among TerraForm Power, Inc., a Delaware corporation (the “Company”), SunEdison, Inc. (solely in respect of Section 11 hereof), each holder from time to time of Registrable Securities (as defined below) listed on Annex A hereto (as Annex A is updated and amended pursuant to Section 10 from time to time, the “Holders”) and the Collateral Agent (as defined below). 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 issuance by Seller Note, LLC of $336,470,000 aggregate principal amount of 3.75% Guaranteed Exchangeable Senior Secured Notes due 2019 (the “Exchangeable Notes”) to the Holders (the “Effective Time”).
