AMENDED AND RESTATED PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • December 21st, 2015 • TerraForm Power, Inc. • Electric services • New York
This AMENDED AND RESTATED PURCHASE AND SALE AGREEMENT (this “Agreement”), dated as of December 15, 2015 (the “Effective Date”) is made and entered into by and among Invenergy Wind Global LLC, a limited liability company (“Seller”), and TerraForm IWG Acquisition Holdings II, LLC, a Delaware limited liability company (“Purchaser”). Seller and Purchaser are referred to, collectively, as the “Parties” and each, individually, as a “Party.” Capitalized terms used, and not otherwise defined, herein shall have the meanings set forth in Section 1.01.
FIRST AMENDING AGREEMENTFirst Amending Agreement • December 21st, 2015 • TerraForm Power, Inc. • Electric services • New York
This FIRST AMENDING AGREEMENT dated as of December 15, 2015 by and among INVENERGY WIND CANADA GREEN HOLDINGS ULC, an unlimited liability corporation incorporated under the laws of the Province of Alberta (“Seller Parent”), and TERRAFORM IWG ONTARIO HOLDINGS, LLC, a limited liability company formed under the laws of the State of Delaware (“Purchaser”), and to which intervene INVENERGY WIND GLOBAL LLC, a limited liability company formed under the laws of the State of Delaware (“Invenergy Indemnitor”), MARUBENI CORPORATION, a corporation incorporated under the laws of Japan (“Marubeni Indemnitor”), and CAISSE DE DÉPÔT ET PLACEMENT DU QUÉBEC, a body formed under the Act respecting the Caisse de dépôt et placement du Québec, R.S.Q., chapter C-2 (“CDPQ Indemnitor”). Seller Parent and Purchaser are referred to, collectively, as the “Parties” and each, individually, as a “Party”.
TERRAFORM OPTION AGREEMENTTerraform Option Agreement • December 21st, 2015 • TerraForm Power, Inc. • Electric services • Delaware
This TerraForm Option Agreement (as amended and/or restated from time to time, this “Agreement”), dated as of December 15, 2015 (the “Effective Date”), is entered into by and between Sun Edison LLC, a Delaware limited liability company (“SunEdison”), and TerraForm Power, LLC, a Delaware limited liability company (“TerraForm”). SunEdison and TerraForm are referred to, collectively, as the “Parties” and each, individually, as a “Party.” All capitalized terms used herein have the meanings set forth in Section 1.1.
AMENDED AND RESTATED PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • December 21st, 2015 • TerraForm Power, Inc. • Electric services • New York
This AMENDED AND RESTATED PURCHASE AND SALE AGREEMENT (this “Agreement”), dated as of December 15, 2015 (the “Effective Date”) is made and entered into by and among Invenergy Wind Global LLC, a limited liability company (“Seller”), and TerraForm IWG Acquisition Holdings III, LLC, a Delaware limited liability company (“Purchaser”). Seller and Purchaser are referred to, collectively, as the “Parties” and each, individually, as a “Party.” Capitalized terms used, and not otherwise defined, herein shall have the meanings set forth in Section 1.01.
