FINANCING AGREEMENTFinancing Agreement • October 25th, 2010 • First Wind Holdings Inc. • Electric services • New York
This FINANCING AGREEMENT (this “Financing Agreement”), dated as of December 22, 2009, is entered into by and among STETSON HOLDINGS, LLC, a Delaware limited liability company, as Borrower; the financial institutions listed on Exhibit I or who later become a party hereto, as Lenders; BNP PARIBAS, as a Joint Lead Arranger, as Administrative Agent for the Lenders, Security Agent for the Secured Parties, and as Issuing Bank; and HSH NORDBANK AG, NEW YORK BRANCH, as a Joint Lead Arranger.
2009 OMNIBUS AGREEMENTTurbine Supply Agreement • October 25th, 2010 • First Wind Holdings Inc. • Electric services • New York
THIS TURBINE SUPPLY AGREEMENT (the “Agreement” or the “Supply Agreement”) is made and entered into and effective as of December 31, 2007 by and between CLIPPER TURBINE WORKS, INC., a Delaware corporation (“Supplier”), and UPC WIND ACQUISITION V, LLC, a Delaware limited liability company with a place of business c/o UPC Wind Management, LLC, 85 Wells Ave., Suite 305, Newton, MA 02459 (“Purchaser”). Supplier and Purchaser are sometimes referred to, individually, as a “Party” or, collectively, as the “Parties”.
AMENDED AND RESTATED BYLAWS OF FIRST WIND HOLDINGS INC.First Wind Holdings Inc. • October 13th, 2010 • Electric services
AMENDMENT NO. 2 TOTurbine Supply Agreement • October 25th, 2010 • First Wind Holdings Inc. • Electric services • New York
This AMENDMENT NO. 2 TO AMENDED AND RESTATED TURBINE SUPPLY AGREEMENT and AMENDED AND RESTATED WARRANTY AGREEMENT (the “Amendment”) is entered into and effective as of April 22, 2009, by and between CLIPPER TURBINE WORKS, INC., a Delaware corporation (“Supplier”), and FIRST WIND ACQUISITION IV, LLC, a Delaware limited liability company, with a place of business c/o First Wind Energy, LLC, 85 Wells Ave., Suite 305, Newton, MA 02459 (“Purchaser”).
AMENDMENT AGREEMENT TO UNIT REDEMPTION AGREEMENT a Delaware limited liability companyUnit Redemption Agreement • October 13th, 2010 • First Wind Holdings Inc. • Electric services • Delaware
This Amendment (the “Amendment”), dated December 12, 2008 (the “Amendment Effective Date”), of that certain Unit Redemption Agreement (the “Unit Redemption Agreement”), dated April 28, 2006, is by and between First Wind Holdings, LLC (formerly UPC Wind Partners, LLC and referred to herein as the “Company”) and UPC Wind Partners II, LLC (“UPC Holding”). Capitalized terms used, and not otherwise defined in this Amendment, shall have the meaning assigned to them in the Unit Redemption Agreement, or the LLC Agreement, as applicable.
FIRST AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of MILFORD WIND PARTNERS, LLC dated as of September 28, 2009Limited Liability Company Agreement • October 13th, 2010 • First Wind Holdings Inc. • Electric services • Delaware
This First Amended and Restated Limited Liability Company Agreement (this “Company LLC Agreement”) of Milford Wind Partners, LLC, a Delaware limited liability company (the “Company”), dated as of September 28, 2009 (the “Effective Date”), is made and entered into by and between Milford NHC, LLC, a Delaware limited liability company (“NHC”) and Stanton Equity Trading Delaware LLC, a Delaware limited liability company (“Stanton” or the “Initial Non-Affiliated Class B Member”).
AGREEMENT AND PLAN OF MERGER among FIRST WIND HOLDINGS INC. FIRST WIND HOLDINGS, LLC and FIRST WIND MERGER, LLC Dated as of , 2010Agreement and Plan of Merger • October 13th, 2010 • First Wind Holdings Inc. • Electric services • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of , 2010 (this “Agreement”), among First Wind Holdings Inc., a Delaware corporation (“WIND”), First Wind Holdings, LLC, a Delaware limited liability company (the “Company”) and First Wind Merger, LLC, a Delaware limited liability company (“Merger LLC”). Capitalized terms used but not simultaneously defined are defined in or by reference to Section 1.01.
SECOND AMENDED AND RESTATED SECURED PROMISSORY NOTEAppraisal Procedure • October 13th, 2010 • First Wind Holdings Inc. • Electric services • New York
For value received, FIRST WIND ACQUISITION IV, LLC, a Delaware limited liability company (the “Borrower”), hereby unconditionally promises to pay to the order of HSH NORDBANK AG, NEW YORK BRANCH (the “Lender” and together with any other lenders added from time to time, the “Lenders”), the aggregate principal amount of FORTY-THREE MILLION SIXTY-THREE THOUSAND SEVEN HUNDRED TWENTY U.S. DOLLARS ($43,063,720) (or such other amount as shall actually be advanced hereunder), together with all accrued and unpaid interest at the Interest Rate (as defined below), on or prior to the Maturity Date (as defined below) pursuant to the provisions of this Second Amended and Restated Secured Promissory Note (this “Note”).
AMENDED AND RESTATED CREDIT AGREEMENT dated as of December 22, 2009 among CSSW, LLC, as Borrower, CSSW Holdings, LLC, as CSSW Parent, the Lenders from time to time party hereto, Wells Fargo Bank, National Association, as the Administrative Agent, and...Credit Agreement • October 22nd, 2010 • First Wind Holdings Inc. • Electric services • New York
This AMENDED AND RESTATED CREDIT AGREEMENT is entered into as of December 22, 2009, by and among (i) CSSW, LLC, a Delaware limited liability company, as borrower (the “Borrower”), (ii) CSSW Holdings, LLC, a Delaware limited liability company (the “CSSW Parent”), (iii) the Lenders from time to time party hereto, (iv) Wells Fargo Bank, National Association, as the administrative agent for the Lenders from time to time party hereto (in such capacity, together with its successors in such capacity, the “Administrative Agent”), and (v) Wells Fargo Bank, National Association, as the collateral agent for the Secured Parties (in such capacity, together with its successors in such capacity, the “Collateral Agent”).
ENERGY MANAGEMENT SERVICES AGREEMENT BY AND AMONG EVERGREEN WIND POWER, LLC AND NEW BRUNSWICK POWER GENERATION CORPORATIONEnergy Management Services Agreement • October 13th, 2010 • First Wind Holdings Inc. • Electric services • New York
This Energy Management Services Agreement is entered into as of the 31st day of July, 2006, by and between Evergreen Wind Power, LLC, a Delaware limited liability company with principal offices located c/o UPC Wind Management, LLC, 100 Wells Ave., Suite 201, Newton, MA, USA (“Seller”), and New Brunswick Power Generation Corporation, a corporation created under the Business Corporations Act of New Brunswick, having its head office at 515 King Street, P.O. Box 2040, Fredericton, New Brunswick, Canada (“Buyer”).
REGISTRATION RIGHTS AGREEMENT among FIRST WIND HOLDINGS INC. and THE STOCKHOLDERS NAMED HEREIN Dated as of , 2010Registration Rights Agreement • October 13th, 2010 • First Wind Holdings Inc. • Electric services • New York
REGISTRATION RIGHTS AGREEMENT, dated as of , 2010 (as amended from time to time, this “Agreement”), among First Wind Holdings Inc., a Delaware corporation (“WIND”), and each of the parties listed on Annex A (the “Initial Stockholders” and, as Annex A is updated and amended pursuant to Section 11(c), the “Stockholders”).
AMENDED AND RESTATED TURBINE SUPPLY AGREEMENT BY AND BETWEEN UPC WIND ACQUISITION IV, LLC AND CLIPPER TURBINE WORKS, INC.Turbine Supply Agreement • October 25th, 2010 • First Wind Holdings Inc. • Electric services • New York
THIS AMENDED AND RESTATED TURBINE SUPPLY AGREEMENT (the “Agreement” or the “Supply Agreement”) is made and entered into and effective as of December 31, 2007 by and between CLIPPER TURBINE WORKS, INC., a Delaware corporation (“Supplier”), and UPC WIND ACQUISITION IV, LLC, a Delaware limited liability company with a place of business c/o UPC Wind Management, LLC, 85 Wells Ave., Suite 305, Newton, MA 02459 (“Purchaser”). Supplier and Purchaser are sometimes referred to, individually, as a “Party” or, collectively, as the “Parties”.
SECOND AMENDED AND RESTATED GUARANTYConfidential Treatment • October 22nd, 2010 • First Wind Holdings Inc. • Electric services • New York
This Guaranty amends and restates in its entirety the Amended and Restated Guaranty dated as of December 12, 2008 made by the Guarantor in favor of the Lender.
LIMITED LIABILITY COMPANY AGREEMENT of FIRST WIND HOLDINGS, LLC upon and after the Effective Time referred to herein Dated as of , 2010Limited Liability Company Agreement • October 13th, 2010 • First Wind Holdings Inc. • Electric services • Delaware
This LIMITED LIABILITY COMPANY AGREEMENT of First Wind Merger, LLC, a Delaware limited liability company (“Merger LLC”), dated as of , 2010, is adopted, executed and agreed to, for good and valuable consideration, by First Wind Holdings Inc., a Delaware corporation (“WIND”), First Wind Holdings, LLC, a Delaware limited liability company (the “Company”) and the Members of the Company whose signatures appear hereon. As provided in Article 2, upon and after the Effective Time, this Agreement shall amend, restate and replace in its entirety the Fifth Amended and Restated Limited Liability Company Agreement of First Wind Holdings, LLC, dated as of July 17, 2009 (the “Prior LLC Agreement”) and become the limited liability company agreement of the Company. Capitalized terms used but not simultaneously defined are defined in or by reference to Section 1.01.
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF FIRST WIND HOLDINGS INC. Pursuant to the provisions of § 242 and § 245 of the General Corporation Law of the State of DelawareFirst Wind Holdings Inc. • October 13th, 2010 • Electric services
The present name of the corporation is First Wind Holdings Inc. (the “Corporation”). The Corporation was incorporated under the name “First Wind Holdings Inc.” by the filing of its original certificate of incorporation (the “Original Certificate of Incorporation”) with the Secretary of State of the State of Delaware on May 9, 2008. This Amended and Restated Certificate of Incorporation of the Corporation, which both restates and further amends the provisions of the Original Certificate of Incorporation, was duly adopted in accordance with the provisions of Sections 228, 242 and 245 of the General Corporation Law of the State of Delaware. This Amended and Restated Certificate of Incorporation shall become effective as of [ ], 2010. The Original Certificate of Incorporation of the Corporation is hereby amended and restated to read in its entirety as follows:
UNIT REDEMPTION AGREEMENTUnit Redemption Agreement • October 13th, 2010 • First Wind Holdings Inc. • Electric services • Delaware
This Unit Redemption Agreement, dated as of April 28, 2006, is by and between UPC Wind Partners II, LLC (“UPC Holding”) and UPC Wind Partners, LLC (the “Company”), each a Delaware limited liability company.
Fourth Amended and Restated Secured Promissory Note Dated as of July 17, 2009 by First Wind Acquisition, LLC, as Borrower For the benefit of HSH Nordbank AG, New York Branch, Lender, Collateral Agent and Administrative Agent and The Lenders party heretoConfidential Treatment • October 13th, 2010 • First Wind Holdings Inc. • Electric services • New York
For value received, FIRST WIND ACQUISITION, LLC, a Delaware limited liability company (“First Wind” or the “Borrower”), hereby unconditionally promises to pay to the order of HSH NORDBANK AG, NEW YORK BRANCH, (the “Lender”, and together with any other lenders added from time to time, the “Lenders”), the aggregate principal amount of TWO HUNDRED THIRTY-ONE MILLION, FOUR HUNDRED EIGHTY-TWO THOUSAND FIVE HUNDRED FORTY-THREE U.S. DOLLARS ($231,482,543) (or such other amount as shall actually be advanced hereunder), together with all accrued and unpaid interest at the Interest Rate (as defined below), on or prior to the applicable Maturity Date (as defined below) pursuant to the provisions of this Fourth Amended and Restated Secured Promissory Note (this “Note”).
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF UPC HAWAII WIND PARTNERS II, LLC a Delaware Limited Liability Company dated as of August 16, 2007Limited Liability Company Agreement • October 13th, 2010 • First Wind Holdings Inc. • Electric services • Delaware
Amended And Restated Limited Liability Company Agreement (this “Agreement”) of UPC Hawaii Wind Partners II, LLC, a Delaware limited liability company (the “Company”), dated as of August 16, 2007 (the “Effective Date”), by and among UPC Hawaii Wind Partners, LLC, a Delaware limited liability company (“UPC Hawaii”), JPM Capital Corporation, a Delaware corporation (“JPMCC”), JPM Wind Investments LLC, a Delaware limited liability company (“JPM Wind”, and together with JPMCC, the Purchasers”, and each, a Purchaser”).
EQUITY CONTRIBUTION AND PURCHASE AGREEMENT by and among MILFORD NHC, LLC MILFORD WIND HOLDINGS, LLC MILFORD WIND PARTNERS, LLC, and STANTON EQUITY TRADING DELAWARE LLC dated as of September 28, 2009Land Lease Agreement • October 13th, 2010 • First Wind Holdings Inc. • Electric services • New York
This Equity Contribution and Purchase Agreement (this “Contribution Agreement”) is made and entered into as of September 28, 2009 (the “Effective Date”) by and among Stanton Equity Trading Delaware LLC, a Delaware limited liability company (“Investor”), Milford Wind Holdings, LLC, a Delaware limited liability company (“Holdings”), Milford NHC, LLC, a Delaware limited liability company (“NHC”), and Milford Wind Partners, LLC, a Delaware limited liability company (the “Company”).
AMENDMENT NO. 2 TO FIRST LIEN GUARANTEE AND SECURITY AGREEMENTGuarantee and Security Agreement • March 11th, 2010 • First Wind Holdings Inc. • Electric services • New York
This AMENDMENT NO. 2 TO FIRST LIEN GUARANTEE AND SECURITY AGREEMENT (this “Amendment”), dated as of December 22, 2009, is entered into by and among CSSW HOLDINGS, LLC (“CSSW Parent”), CSSW, LLC (“Borrower”, together with CSSW Parent, the “Grantors”, and each individually, a “Grantor”), PIP3PX FIRSTWIND DEBT LTD. and PIP3GV FIRSTWIND DEBT LTD. (together, the “Majority Lenders”) and WELLS FARGO BANK, NATIONAL ASSOCIATION, as collateral agent (“Collateral Agent”).
ASSIGNMENT AND ASSUMPTION AGREEMENTAssignment and Assumption Agreement • March 11th, 2010 • First Wind Holdings Inc. • Electric services • New York
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT is made and entered into as of April 22, 2009 (the “Assignment Agreement”) by and between First Wind Acquisition IV, LLC (formerly known as UPC Wind Acquisition IV, LLC), a Delaware limited liability company (“FWA IV”), and Milford Wind Corridor Phase I, LLC, a Delaware limited liability company (“Milford I”). FWA IV and Milford I may be referred to individually as a “Party,” and collectively as the “Parties.”
EXCHANGE AGREEMENT among FIRST WIND HOLDINGS INC. FIRST WIND HOLDINGS, LLC and THE SERIES B MEMBERS OF FIRST WIND HOLDINGS, LLC Dated as of , 2010Exchange Agreement • August 18th, 2010 • First Wind Holdings Inc. • Electric services • New York
EXCHANGE AGREEMENT, dated as of , 2010 (this “Agreement”), among First Wind Holdings Inc., a Delaware corporation (“WIND”), First Wind Holdings, LLC, a Delaware limited liability company (the “Company”) and the holders from time to time of Series B Membership Interests in the Company listed on Exhibit A hereto (collectively, the “Series B Members”). Capitalized terms used but not simultaneously defined are defined in or by reference to Section 1.01.
NON-SOLICITATION AND NON-DISCLOSURE AGREEMENTNon-Solicitation and Non-Disclosure Agreement • March 11th, 2010 • First Wind Holdings Inc. • Electric services
As an employee of First Wind Energy, LLC, or one of its subsidiaries or affiliates (hereinafter, “First Wind”), I, [employee name], hereby covenant and agree to observe all the provisions of this Agreement, as well as all other rules and policies currently in effect and which First Wind may announce from time to time in accordance with applicable law.
AMENDMENT NO. 2 TO SECOND LIEN GUARANTY AND SECURITY AGREEMENTGuaranty and Security Agreement • March 11th, 2010 • First Wind Holdings Inc. • Electric services • New York
This AMENDMENT NO. 2 TO SECOND LIEN GUARANTY AND SECURITY AGREEMENT (this “Amendment”), dated as of December 22, 2009, is entered into by and among CSSW HOLDINGS, LLC (“CSSW Parent”), CSSW, LLC (“Borrower”, together with CSSW Parent, the “Guarantors”, and each individually, a “Guarantor”), and HSH NORDBANK AG, NEW YORK BRANCH (“HSHN”), in its capacity as Collateral Agent (in such capacity, the “Collateral Agent”) for the Second Lien Secured Parties.
ContractAddendum Agreement • March 11th, 2010 • First Wind Holdings Inc. • Electric services • Delaware
This RESTRICTED UNIT AGREEMENT (this “Agreement”) is made as of this [4th] day of [January] [2010] (the “Grant Date”), between FIRST WIND HOLDINGS, LLC, a Delaware limited liability company (the “Company”), and [EMPLOYEE NAME] (the “Transferee”). Capitalized terms used in this Agreement (including the Exhibits hereto) but not defined in the body hereof are defined in Exhibit A.
CREDIT AGREEMENT dated as of October 20, 2010 among MILFORD WIND CORRIDOR PHASE II, LLC (as Borrower) RBS SECURITIES INC. (as Lead Arranger and Bookrunner) BANCO ESPÍRITO SANTO S.A. NEW YORK BRANCH, COBANK, ACB, SANTANDER INVESTMENT SECURITIES INC.,...Credit Agreement • October 21st, 2010 • First Wind Holdings Inc. • Electric services • New York
This CREDIT AGREEMENT, dated as of October 20, 2010 (“Agreement”), among MILFORD WIND CORRIDOR PHASE II, LLC, a Delaware limited liability company, as borrower (“Borrower”), THE FINANCIAL INSTITUTIONS LISTED ON EXHIBIT H OR WHICH LATER BECOME A PARTY HERETO, (the financial institutions party to this Agreement being collectively referred to as the “Lenders”), THE ROYAL BANK OF SCOTLAND PLC, as administrative agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, the “Administrative Agent”), RBS SECURITIES INC., as lead arranger (in such capacity, together with its successors and assigns in such capacity, the “Lead Arranger”) and bookrunner (in such capacity, together with its successors and assigns in such capacity, the “Bookrunner”), THE ROYAL BANK OF SCOTLAND PLC, as collateral agent for the Secured Parties referred to herein (in such capacity, together with its successors and assigns in such capacity, “Collateral Agent”), BANCO ESPÍRITO SA
AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED SECURED PROMISSORY NOTESecured Promissory Note • October 13th, 2010 • First Wind Holdings Inc. • Electric services • New York
This AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED SECURED PROMISSORY NOTE (this “Amendment”) dated as of March 2, 2010 is entered into by and between FIRST WIND ACQUISITION IV, LLC, a Delaware limited liability company (“Borrower”) and HSH NORDBANK AG, NEW YORK BRANCH, (“HSHN” and, in its capacities as lender (the “Lender”), as collateral agent (the “Collateral Agent”) and as the administrative agent (the “Administrative Agent”), as applicable).
AMENDMENT NO. 1 TO FIRST LIEN GUARANTEE AND SECURITY AGREEMENTGuarantee and Security Agreement • March 11th, 2010 • First Wind Holdings Inc. • Electric services • New York
This AMENDMENT NO. 1 TO FIRST LIEN GUARANTEE AND SECURITY AGREEMENT (this “Amendment”), dated as of November 12, 2009, is entered into by and among CSSW HOLDINGS, LLC (“CSSW Parent”), CSSW, LLC (“Borrower”, together with CSSW Parent, the “Grantors”, and each individually, a “Grantor”), PIP3PX FIRSTWIND DEBT LTD. and PIP3GV FIRSTWIND DEBT LTD. (together, the “Majority Lenders”) and WELLS FARGO BANK, NATIONAL ASSOCIATION, as collateral agent (“Collateral Agent”).
AMENDMENT NO. 1 TO INTERCREDITOR AGREEMENTIntercreditor Agreement • March 11th, 2010 • First Wind Holdings Inc. • Electric services • New York
This AMENDMENT NO. 1 TO INTERCREDITOR AGREEMENT (this “Amendment”), dated as of December 22, 2009, is entered into by and among Wells Fargo Bank, National Association, as the Collateral Agent and Administrative Agent (in such capacities, together with successors and assigns, the “Aimco Agent”) under the Aimco Credit Agreement, HSH Nordbank AG, New York Branch, as the Collateral Agent (in such capacity, together with its successors and assigns, the “Holdings Agent”) under the HSH Facilities, and is hereby acknowledged by the lenders from time to time party to the HSH Facilities (the “Holdings Lenders”).
SECOND AMENDED AND RESTATED GUARANTYConfidential Treatment • March 11th, 2010 • First Wind Holdings Inc. • Electric services • New York
This Guaranty amends and restates in its entirety the Amended and Restated Guaranty dated as of December 12, 2008 made by the Guarantor in favor of the Lender.
INTERCREDITOR AGREEMENTIntercreditor Agreement • March 11th, 2010 • First Wind Holdings Inc. • Electric services • New York
This INTERCREDITOR AGREEMENT (this “Agreement”), dated as of July 17, 2009, is made by and between Wells Fargo Bank, National Association, as the Collateral Agent and Administrative Agent under the Aimco Credit Agreement (hereinafter defined) (in such capacities, together with successors and assigns, the “Aimco Agent”) and HSH Nordbank AG, New York Branch (“HSH Nordbank”), as the Collateral Agent for the lenders under and pursuant to the HSH Facilities (as hereinafter defined) (in such capacity, together with its successors and assigns, the “Holdings Agent”), and is acknowledged by CSSW, LLC, a Delaware limited liability company, as borrower under the Aimco Credit Agreement (the “Borrower”), First Wind Holdings, LLC (“Sponsor”), as borrower under the Holdings Loan Agreement (as hereinafter defined) and as guarantor under the various guaranties of the obligations of First Wind Acquisition, LLC under the FWA Note (as hereinafter defined) (“FWA”) and First Wind Acquisition IV, LLC under t
2009 OMNIBUS AGREEMENTTurbine Supply Agreement • October 13th, 2010 • First Wind Holdings Inc. • Electric services • New York
THIS TURBINE SUPPLY AGREEMENT (the “Agreement” or the “Supply Agreement”) is made and entered into and effective as of December 31, 2007 by and between CLIPPER TURBINE WORKS, INC., a Delaware corporation (“Supplier”), and UPC WIND ACQUISITION V, LLC, a Delaware limited liability company with a place of business c/o UPC Wind Management, LLC, 85 Wells Ave., Suite 305, Newton, MA 02459 (“Purchaser”). Supplier and Purchaser are sometimes referred to, individually, as a “Party” or, collectively, as the “Parties”.
CONSENT AND AMENDMENT NO. 3 TO FOURTH AMENDMENT AND RESTATED SECURED PROMISSORY NOTEFirst Wind Holdings Inc. • October 13th, 2010 • Electric services • New York
This CONSENT AND AMENDMENT NO. 3 TO FOURTH AMENDED AND RESTATED SECURED PROMISSORY NOTE (this “Amendment”) dated as of March 2,2010 is entered into by and between FIRST WIND ACQUISITION, LLC, a Delaware limited liability company (“Borrower”) and HSH NORDBANK AG, NEW YORK BRANCH, (“HSHN” and, in its capacities as lender (the “Lender”), as collateral agent (the “Collateral Agent”) and as the administrative agent (the “Administrative Agent”), as applicable).
] Shares FIRST WIND HOLDINGS INC. Class A Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • October 13th, 2010 • First Wind Holdings Inc. • Electric services • New York
CREDIT SUISSE SECURITIES (USA) LLC MORGAN STANLEY & CO. INCORPORATED GOLDMAN, SACHS & CO. DEUTSCHE BANK SECURITIES INC. As Representatives of the Several Underwriters, c/o Credit Suisse Securities (USA) LLC, Eleven Madison Avenue, New York, N.Y. 10010-3629
COMMON AGREEMENT dated as of July 26, 2010 among KAHUKU WIND POWER, LLC, as Borrower U.S. DEPARTMENT OF ENERGY, as Guarantor and Loan Servicer, and MIDLAND LOAN SERVICES, INC., as Collateral Agent Kahuku Wind Project Oahu, HawaiiCommon Agreement • October 13th, 2010 • First Wind Holdings Inc. • Electric services • New York
This COMMON AGREEMENT (the “Common Agreement”), dated as of July 26, 2010, is by and among (i) KAHUKU WIND POWER, LLC, a limited liability company organized and existing under the laws of Delaware, as Borrower, (ii) the U.S. DEPARTMENT OF ENERGY, acting by and through the Secretary of Energy, for itself as a Credit Party and as guarantor of the Advances made under the DOE Credit Facility Documents (in such capacity, “DOE”), (iii) DOE, acting by and through the Secretary of Energy, as the Loan Servicer (in such capacity, the “Loan Servicer”), and (iv) MIDLAND LOAN SERVICES, INC., a corporation formed and existing under the laws of Delaware, as the Collateral Agent.
