EQUIPMENT SUPPLY AGREEMENT between IBERDROLA RENEWABLES, LLC, as Buyer, and Gamesa Wind US, LLC, as Supplier December 28, 2014Equipment Supply Agreement • July 17th, 2015 • Iberdrola USA, Inc. • New York
THIS EQUIPMENT SUPPLY AGREEMENT (including the Exhibits, this “ESA” or this “Agreement”) is entered into on December 28, 2014 (the “Effective Date”) by and between:
SERVICE AGREEMENT BETWEEN IBERDROLA USA MANAGEMENT CORPORATION AND IBERDROLA USA, INC.Service Agreement • July 17th, 2015 • Iberdrola USA, Inc.
This Service Agreement is made and entered into this 1st day of January 2014 by and between Iberdrola USA Management Company (“Service Company”) and Iberdrola USA, Inc. (“Affiliate Company”).
SECOND AMENDMENT AND WAIVERCredit Agreement • July 17th, 2015 • Iberdrola USA, Inc. • New York
SECOND AMENDMENT AND WAIVER, dated as of November 25, 2013 (this “Amendment and Waiver”), to the SECOND AMENDED AND RESTATED FIVE-YEAR REVOLVING CREDIT AGREEMENT, dated as of May 30, 2012 (as amended by the First Amendment, dated as of May 15, 2013, and as may be further amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among IBERDROLA USA, INC., a New York corporation (the “Borrower”), CITIBANK, N.A., as administrative agent (the “Administrative Agent”), the several banks and other financial institutions or entities from time to time parties thereto (the “Lenders”) and the other parties named therein.
Umbrella Agreement to Sell and Purchase Wind TurbinesUmbrella Agreement to Sell and Purchase Wind Turbines • July 17th, 2015 • Iberdrola USA, Inc. • New York
This umbrella agreement (“Umbrella Agreement”), effective June 30, 2015 (“Effective Date”), memorializes that Gamesa Wind US, LLC (“Seller”) and Iberdrola Renewables, LLC (the “Owner”) agree for Seller to sell, and for Owner or its affiliates to purchase Wind Turbines in multiple transactions (each, a “Transaction”) for projects (the “Projects”) substantially in accordance with the terms and conditions of this Umbrella Agreement, including the terms in Seller’s Proposal GWUS 15-047, dated June 19, 2015 (“Proposal”) attached hereto as Exhibit 1. Seller and Owner each may be referred to in this Umbrella Agreement individually as a “Party”, and collectively as the “Parties”.
Iberdrola Renewables Holdings Inc Iberdrola S.A. and Bank Mendes Gans N.V. Accession Agreement September 16, 2011Accession Agreement • July 17th, 2015 • Iberdrola USA, Inc.
REVOLVING CREDIT AGREEMENT among NEW YORK STATE ELECTRIC & GAS CORPORATION, ROCHESTER GAS AND ELECTRIC CORPORATION, CENTRAL MAINE POWER COMPANY, as Borrowers The Several Lenders from Time to Time Parties Hereto, JPMORGAN CHASE BANK, N.A., as...Revolving Credit Agreement • July 17th, 2015 • Iberdrola USA, Inc. • New York
REVOLVING CREDIT AGREEMENT, dated as of July 15, 2011, among NEW YORK STATE ELECTRIC & GAS CORPORATION, a New York corporation (“NYSEG”), ROCHESTER GAS AND ELECTRIC CORPORATION, a New York corporation (“RG&E”), CENTRAL MAINE POWER COMPANY, a Maine corporation (“CMP”; together with NYSEG, and RG&E, the “Borrowers”; each, a “Borrower”), the several banks and other financial institutions or entities from time to time parties to this Agreement (the “Lenders”), JPMORGAN CHASE BANK, N.A., as administrative agent (the “Administrative Agent”), BANK OF AMERICA, N.A., as syndication agent (the “Syndication Agent”) and BANCO BILBAO VIZCAYA ARGENTARIA S.A., NEW YORK BRANCH, SOVEREIGN BANK (SANTANDER GROUP), TD BANK, N.A., THE BANK OF NEW YORK MELLON and UNION BANK, N.A., as co-documentation agents (the “Co-Documentation Agents”).
INTRA-GROUP CREDIT FACILITY AGREEMENT US$600,000,000Intra-Group Credit Facility Agreement • July 17th, 2015 • Iberdrola USA, Inc.
Iberdrola Financiación S.A.U. (“the Lender”), having its registered office at Bilbao, Calle Gardoqui nº 8 and holding NIF A95573283, properly represented by Ms. Itziar Arriola Alicbar and Mr. Javier Pastor under a current power of attorney, which they hereupon produce as evidence, executed before the Bilbao notary Mr. José Antonio Isusi Ezcurdia, on the 20 day of July, 2009, under protocol number 3.382;
SECOND AMENDED AND RESTATED FIVE-YEAR REVOLVING CREDIT AGREEMENT among IBERDROLA USA, INC. as Borrower The Several Lenders from Time to Time Parties Hereto, CITIBANK, N.A., as Administrative Agent and SOVEREIGN BANK, N.A. and TD BANK, N.A., as...Revolving Credit Agreement • July 17th, 2015 • Iberdrola USA, Inc. • New York
REVOLVING CREDIT AGREEMENT, dated as of May 30, 2012, among IBERDROLA USA, INC., a New York corporation (the “Borrower”), the several banks and other financial institutions or entities from time to time parties to this Agreement (the “Lenders”), CITIBANK, N.A., as administrative agent (the “Administrative Agent”) and SOVEREIGN BANK, N.A. and TD BANK, N.A., as syndication agents.
FIRST AMENDMENT TO LEASELease • July 17th, 2015 • Iberdrola USA, Inc. • Maine
THIS FIRST AMENDMENT TO LEASE (this “Amendment”) is made effective as of this 10th day of July, 2012 (the “Effective Date”), among OCTOBER CORPORATION, a Maine nonprofit corporation (the “Landlord”), and IBERDROLA USA MANAGEMENT CORPORATION, a Delaware corporation (the “Tenant”), and, for the purpose set forth in the joinder hereto, IBERDROLA USA, INC., a New York corporation (“Guarantor”).
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • July 17th, 2015 • Iberdrola USA, Inc. • New York
FIRST AMENDMENT, dated as of May 7, 2013 (this “Amendment”), to the SECOND AMENDED AND RESTATED FIVE-YEAR REVOLVING CREDIT AGREEMENT, dated as of May 30, 2012 (as may be amended, supplemented or modified from time to time, the “Credit Agreement”), among IBERDROLA USA, INC., a New York corporation (the “Company”), CITIBANK, N.A., as administrative agent (the “Administrative Agent”), the several banks and other financial institutions or entities from time to time parties thereto (the “Lenders”) and the other parties named therein.
GUARANTEE AND SUPPORT AGREEMENT BETWEEN IBERDROLA, S.A. AND SCOTTISHPOWER HOLDINGS, INC.Guarantee and Support Agreement • July 17th, 2015 • Iberdrola USA, Inc. • New York
This Guarantee and Support Agreement, made the 3 day of April, 2008, by and between IBERDROLA, S.A., a corporation (sociedad anonima) organized and existing under the laws of the Kingdom of Spain (“Parent”) and SCOTTISHPOWER HOLDINGS, INC., (“SPHI”) a corporation organized under the laws of the State of Delaware in the United States of America.
SECOND AMENDMENT AND EXTENSION AGREEMENTSecond Amendment and Extension Agreement • July 17th, 2015 • Iberdrola USA, Inc. • New York
THIS SECOND AMENDMENT AND EXTENSION AGREEMENT, dated as of July 15, 2014 (this “Agreement”), among NEW YORK STATE ELECTRIC & GAS CORPORATION, a New York corporation (“NYSEG”), ROCHESTER GAS AND ELECTRIC CORPORATION, a New York corporation (“RG&E”), CENTRAL MAINE POWER COMPANY, a Maine corporation (“CMP”; together with NYSEG, and RG&E, the “Borrowers”; each, a “Borrower”), the several banks and other financial institutions or entities from time to time parties to this Agreement (the “Lenders”), JPMORGAN CHASE BANK, N.A., as administrative agent (in such capacity, the “Administrative Agent”), BANK OF AMERICA, N.A., as syndication agent, and BANCO BILBAO VIZCAYA ARGENTARIA S.A., NEW YORK BRANCH, SANTANDER BANK, N.A. (FORMERLY SOVEREIGN BANK, N.A.), TD BANK, N.A., THE BANK OF NEW YORK MELLON and UNION BANK, N.A., as co-documentation agents.
FIRST AMENDMENT AND EXTENSION AGREEMENTFirst Amendment and Extension Agreement • July 17th, 2015 • Iberdrola USA, Inc. • New York
THIS FIRST AMENDMENT AND EXTENSION AGREEMENT, dated as of July 18, 2013 (this “Agreement”), among NEW YORK STATE ELECTRIC & GAS CORPORATION, a New York corporation (“NYSEG”), ROCHESTER GAS AND ELECTRIC CORPORATION, a New York corporation (“RG&E”), CENTRAL MAINE POWER COMPANY, a Maine corporation (“CMP”; together with NYSEG, and RG&E, the “Borrowers”; each, a “Borrower”), the several banks and other financial institutions or entities from time to time parties to this Agreement (the “Lenders”), JPMORGAN CHASE BANK, N.A., as administrative agent (in such capacity, the “Administrative Agent”), BANK OF AMERICA, N.A., as syndication agent, and BANCO BILBAO VIZCAYA ARGENTARIA S.A., NEW YORK BRANCH, SOVEREIGN BANK (SANTANDER GROUP), TD BANK, N.A., THE BANK OF NEW YORK MELLON and UNION BANK, N.A., as co-documentation agents.
THIRD AMENDMENT TO CREDIT AGREEMENTCredit Agreement • July 17th, 2015 • Iberdrola USA, Inc. • New York
THIRD AMENDMENT, dated as of April 1, 2015 (this “Amendment”), to the SECOND AMENDED AND RESTATED FIVE-YEAR REVOLVING CREDIT AGREEMENT, dated as of May 30, 2012 (as amended by the First Amendment, dated as of May 15, 2013, as further amended by the Second Amendment and Waiver, dated as of November 25, 2013, and as may be further amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among IBERDROLA USA, INC., a New York corporation (the “Borrower”), CITIBANK, N.A., as administrative agent (the “Administrative Agent”), the several banks and other financial institutions or entities from time to time parties thereto (the “Lenders”) and the other parties named therein.
AMENDMENT TO REVOLVING CREDIT AGREEMENTRevolving Credit Agreement • July 17th, 2015 • Iberdrola USA, Inc. • New York
This AMENDMENT TO REVOLVING CREDIT AGREEMENT (this “Amendment”), is dated as of July 28, 2011, and entered into between NEW YORK STATE ELECTRIC & GAS CORPORATION, a New York corporation (“NYSEG”), ROCHESTER GAS AND ELECTRIC CORPORATION, a New York corporation (“RG&E”), CENTRAL MAINE POWER COMPANY, a Maine corporation (“CMP”; together with NYSEG and RG&E, the “Borrowers”; each, a “Borrower”), the LENDERS (as defined in the hereinafter defined Credit Agreement) party hereto and JPMORGAN CHASE BANK, N.A., as administrative agent (the “Administrative Agent”).
AMENDMENT NO. 1 TO GUARANTEE AND SUPPORT AGREEMENT BETWEEN IBERDROLA, IBERDROLA RENEWABLES HOLDINGS, INC. (formerly known as SCOTTISHPOWER HOLDINGS, INC.)Guarantee and Support Agreement • July 17th, 2015 • Iberdrola USA, Inc. • New York
THIS AMENDMENT NO. 1 TO GUARANTEE AND SUPPORT AGREEMENT (this “Amendment No. l”) is dated and executed as of the 27th of May, 2010, but effective for all purposes as of April 1, 2010, by and among IBERDROLA, S.A., a corporation (sociedad anonima) organized and existing under the laws of the Kingdom of Spain (“Parent”) and IBERDROLA RENEWABLES HOLDINGS, INC. (formerly known as SCOTTISHPOWER HOLDINGS, INC.), a corporation organized under the laws of the State of Delaware in the United States of America (“SPHI”). Capitalized terms not otherwise defined herein shall have the meanings assigned to such terms in the Guarantee and Support Agreement (as defined below).
