0001567683-15-000022 Sample Contracts

AMENDMENT NO. 5
Credit Agreement • August 4th, 2015 • NRG Yield, Inc. • Electric services • New York

This AMENDMENT (this “Amendment”), is entered into as of May 29, 2015, by and between NRG WEST HOLDINGS LLC, a Delaware limited liability company, as Borrower (the “Borrower”) and ING CAPITAL LLC, as Administrative Agent (the “Administrative Agent”). Capitalized terms used but not defined in this Amendment shall have the respective meanings assigned to such terms in the Restated Credit Agreement (as defined below).

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FIRST AMENDMENT TO AMENDED & RESTATED CREDIT AGREEMENT
Credit Agreement • August 4th, 2015 • NRG Yield, Inc. • Electric services • New York

THIS FIRST AMENDMENT TO AMENDED & RESTATED CREDIT AGREEMENT (this “Amendment”) is dated as of June 26, 2015 and is entered into by and among NRG YIELD OPERATING LLC, a Delaware limited liability company (the “Borrower’’), NRG YIELD LLC, a Delaware limited liability company (“Holdings’’), each other Guarantor party hereto, ROYAL BANK OF CANADA, as Administrative Agent (the “Administrative Agent”), and the Lenders party hereto, and is made with reference to that certain AMENDED AND RESTATED CREDIT AGREEMENT dated as of April 25, 2014 (the “Credit Agreement”) by and among the Borrower, Holdings, the other Guarantors party thereto, the Lenders and L/C Issuers party thereto and the Administrative Agent. Capitalized terms used herein without definition shall have the same meanings herein as set forth in the Credit Agreement after giving effect to this Amendment.

PURCHASE AND SALE AGREEMENT dated as of June 17, 2015 between EFS Desert Sun, LLC, as Seller and NRG Yield Operating LLC, as Buyer
Guaranty Agreement • August 4th, 2015 • NRG Yield, Inc. • Electric services • New York

THIS PURCHASE AND SALE AGREEMENT, dated as of June 17, 2015 (the “Effective Date”), is entered into by and between EFS Desert Sun, LLC, a Delaware limited liability company (“Seller”), and NRG Yield Operating LLC, a Delaware limited liability company (“Buyer”) (Seller and Buyer being sometimes hereinafter referred to individually as a “Party” and collectively as the “Parties”), with reference to the following:

a Delaware Limited Liability Company AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT
Liability Company Agreement • August 4th, 2015 • NRG Yield, Inc. • Electric services • Delaware

Portions of this Exhibit, indicated by the mark “[***],” were omitted and have been filed separately with the Secretary of the Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934.

a Delaware Limited Liability Company AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT
Assignment and Assumption Agreement • August 4th, 2015 • NRG Yield, Inc. • Electric services • Delaware

Portions of this Exhibit, indicated by the mark “[***],” were omitted and have been filed separately with the Secretary of the Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934.

Contract
Credit Agreement • August 4th, 2015 • NRG Yield, Inc. • Electric services • New York

This AMENDMENT NO. 4 TO THE CREDIT AGREEMENT and AMENDMENT NO. 1 TO THE COLLATERAL AGREEMENT (this “Amendment”) dated as of May 16, 2014 is by and among NRG West Holdings LLC, as Borrower, El Segundo Energy Center LLC, as Project Owner and successor to the Procurement Sub, and Credit Agricole Corporate and Investment Bank, as Administrative Agent. Capitalized terms used herein and not otherwise defined herein shall have the respective meanings ascribed thereto in Appendix A to the Credit Agreement.

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