Second Amended and Restated Limited Liability Company Agreement of TerraForm Power, LLC SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT TerraForm Power, LLC Dated and effective as of October 16, 2017Limited Liability Company Agreement • October 17th, 2017 • TerraForm Power, Inc. • Electric services • Delaware
This SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of TerraForm Power, LLC, a Delaware limited liability company (the “Company”), dated and effective as of October 16, 2017 (the “Effective Date”), is made by and among the Members (as defined herein).
CREDIT AGREEMENT between TerraForm Power, Inc., as Borrower, and Brookfield Asset Management Inc. and Brookfield Finance Luxembourg S.à r.l., as Lenders Dated as of October 16, 2017Credit Agreement • October 17th, 2017 • TerraForm Power, Inc. • Electric services • New York
THIS CREDIT AGREEMENT is dated as of October 16, 2017 and is entered into between TerraForm Power, Inc., a Delaware corporation, as Borrower, and Brookfield Asset Management Inc., a corporation existing under the laws of the Province of Ontario, and Brookfield Finance Luxembourg S.à r.l., a société à responsabilité limitée organized under the laws of the Grand Duchy of Luxembourg, as Lenders.
SIXTH SUPPLEMENTAL INDENTURESupplemental Indenture • October 17th, 2017 • TerraForm Power, Inc. • Electric services • New York
SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of October 16, 2017, among TerraForm Power Operating, LLC, a Delaware limited liability company (the “Issuer”), the Guarantors (as defined in the Indenture referred to below) party hereto and U.S. Bank National Association, as trustee under the Indenture referred to below (the “Trustee”).
Master Services AgreementMaster Services Agreement • October 17th, 2017 • TerraForm Power, Inc. • Electric services • New York
THIS MASTER SERVICE AGREEMENT is entered into as of October 16, 2017 among BROOKFIELD ASSET MANAGEMENT INC., a corporation existing under the laws of the Province of Ontario (“Brookfield”), BRP ENERGY GROUP L.P., a limited partnership existing under the laws of the Province of Manitoba (“Canadian Service Provider”), BROOKFIELD ASSET MANAGEMENT PRIVATE INSTITUTIONAL CAPITAL ADVISER (CANADA), L.P., a limited partnership existing under the laws of the Province of Manitoba (“Canadian Service Provider II”), BROOKFIELD GLOBAL RENEWABLE ENERGY ADVISOR LIMITED, a company existing under the laws of England (“UK Service Provider”), TERRAFORM POWER, INC., a Delaware corporation (“TERP”), TERRAFORM POWER, LLC, a Delaware limited liability company (“TERP LLC”), and TERRAFORM POWER OPERATING, LLC, a Delaware limited liability company (“TERP Operating”).
SunEdison Registration Rights AgreementRegistration Rights Agreement • October 17th, 2017 • TerraForm Power, Inc. • Electric services • New York
WHEREAS, TERP desires to provide the Holders with the registration rights specified in this Agreement with respect to Registrable Shares on the terms and subject to the conditions set forth herein.
Relationship AgreementRelationship Agreement • October 17th, 2017 • TerraForm Power, Inc. • Electric services • New York
THIS RELATIONSHIP AGREEMENT is made as of October 16, 2017 among BROOKFIELD ASSET MANAGEMENT INC., a corporation existing under the laws of the Province of Ontario (“Brookfield”), TERRAFORM POWER, INC., a Delaware corporation, (“TERP”), TERRAFORM POWER, LLC, a Delaware limited liability company (“TERP LLC”) and TERRAFORM POWER OPERATING, LLC a Delaware limited liability company (“TERP Operating”).
Brookfield Registration Rights AgreementRegistration Rights Agreement • October 17th, 2017 • TerraForm Power, Inc. • Electric services • New York
WHEREAS, TERP desires to provide the Holders with the registration rights specified in this Agreement with respect to Registrable Shares on the terms and subject to the conditions set forth herein.
Governance AgreementGovernance Agreement • October 17th, 2017 • TerraForm Power, Inc. • Electric services • Delaware
GOVERNANCE AGREEMENT, dated as of October 16, 2017 (this “Agreement”), among TerraForm Power, Inc., a Delaware corporation (the “Company”), Orion US Holdings 1, L.P., a Delaware limited partnership (“Orion”) and each other member of the Sponsor Group that becomes party to this Agreement from time to time pursuant to Section 4.3 of this Agreement (a “Joining BAM Affiliate” and together with Orion, the “Sponsor Parties” and each individually a “Sponsor Party”). Each of the Company and each Sponsor Party is referred to herein as a “Party”, and together as the “Parties”.
