CREDIT AND GUARANTY AGREEMENT dated as of June 5, 2015 among 8POINT3 OPERATING COMPANY, LLC, as Borrower, 8POINT3 ENERGY PARTNERS LP, as the Partnership, CERTAIN SUBSIDIARIES OF 8POINT3 OPERATING COMPANY, LLC, as Guarantors, VARIOUS LENDERS, CREDIT...Credit and Guaranty Agreement • June 9th, 2015 • 8point3 Energy Partners LP • Electric services • New York
This CREDIT AND GUARANTY AGREEMENT, dated as of June 5, 2015, is entered into by and among 8POINT3 OPERATING COMPANY, LLC, a Delaware limited liability company (“Borrower”), following the execution of the Closing Date Joinder Agreement hereto, 8POINT3 ENERGY PARTNERS LP, a Delaware limited partnership (the “Partnership”), CERTAIN SUBSIDIARIES OF BORROWER party hereto from time to time, including following execution of the Closing Date Joinder Agreement, as Guarantors, the Lenders party hereto from time to time, CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK (“Credit Agricole CIB”), 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”), Credit Agricole CIB, DEUTSCHE BANK SECURITIES INC. (“DB Securities”), J.P. MORGAN SECURITIES LLC (“JPMorgan”), CITIGROUP GLOBAL MARKETS INC. (“Citigroup”) and GOLDMAN SACHS BANK USA (“Goldman Sachs”), as
OMNIBUS AGREEMENTOmnibus Agreement • June 9th, 2015 • 8point3 Energy Partners LP • Electric services
THIS OMNIBUS AGREEMENT (this “Agreement”) is made and entered into as of the [ ] day of June, 2015 (the “Effective Date”), by and among 8point3 Operating Company, LLC, a Delaware limited liability company (the “Operating Company”), 8point3 General Partner, LLC, a Delaware limited liability company (the “YieldCo General Partner”), 8point3 Holding Company, LLC, a Delaware limited liability company (“Holdings”), 8point3 Energy Partners LP, a Delaware limited partnership (the “Partnership”), First Solar, Inc., a Delaware corporation (“First Solar”) and SunPower Corporation, a Delaware corporation (“SunPower” and, together with First Solar, each a “Sponsor” and collectively, the “Sponsors”). The above-named entities are sometimes referred to in this Agreement as a “Party” and collectively as the “Parties.”
CONTRIBUTION, CONVEYANCE, ASSIGNMENT AND ASSUMPTION AGREEMENTAssignment and Assumption Agreement • June 9th, 2015 • 8point3 Energy Partners LP • Electric services
This Contribution, Conveyance, Assignment and Assumption Agreement, dated as of [●], 2015 (this “Agreement”), is entered into by and among First Solar 8point3 Holdings, LLC, a Delaware limited liability company (“FS Holdings Member”), Maryland Solar Holdings, Inc., a Delaware corporation (“MD Solar Holdings”), SunPower YC Holdings, LLC, a Delaware limited liability company (“SP Holdings Member”), 8point3 Energy Partners LP, a Delaware limited partnership (the “Partnership”), and 8point3 Operating Company, LLC, a Delaware limited liability company (“Operating Company” and together with FS Holdings Member and MD Solar Holdings, each a “Party” and collectively, the “Parties”).
8point3 Energy Partners LP Class A Shares Representing Limited Partner Interests Underwriting AgreementUnderwriting Agreement • June 9th, 2015 • 8point3 Energy Partners LP • Electric services • New York
