Noble Environmental Power LLC Sample Contracts

CHANGE IN CONTROL SEVERANCE AGREEMENT
Change in Control Severance Agreement • August 29th, 2008 • Noble Environmental Power LLC • Electric services • Connecticut

THIS CHANGE IN CONTROL SEVERANCE AGREEMENT (the “Agreement”) is entered into as of August 15, 2008, by and among Noble Environmental Power, LLC, a Delaware limited liability company (“Noble”) and Christopher Lowe (the “Executive”).

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RPS STANDARD FORM CONTRACT BY AND BETWEEN THE NEW YORK STATE ENERGY RESEARCH AND DEVELOPMENT AUTHORITY AND NOBLE BELLMONT WINDPARK, LLC Dated: MARCH 14, 2007
Confidential Treatment • August 29th, 2008 • Noble Environmental Power LLC • Electric services • New York

This Agreement (“Agreement”) is entered into as of March 14, 2007 (the “Effective Date”) by and between the New York State Energy Research and Development Authority (“NYSERDA”), a public benefit corporation, having a principal business address of 17 Columbia Circle, Albany, New York 12203, and Noble Bellmont Windpark, LLC (“Seller”), a Delaware limited liability company, having a principal business address of 8 Railroad Avenue, Suite 8, Essex, Connecticut 06426. NYSERDA and Seller are each referred to herein as a “Party” and are collectively referred to herein as the “Parties.”

EMPLOYMENT AGREEMENT
Employment Agreement • August 29th, 2008 • Noble Environmental Power LLC • Electric services • Connecticut

THIS EMPLOYMENT AGREEMENT (“Agreement”) is entered into as of August 15, 2008 (the “Effective Date”), by and between Noble Environmental Power, LLC (“Noble”) and Thomas F. Swank (“Executive”).

NOBLE ENVIRONMENTAL POWER, INC. 2008 INCENTIVE AWARD PLAN RESTRICTED STOCK AWARD GRANT NOTICE AND RESTRICTED STOCK AWARD AGREEMENT
Restricted Stock Award Agreement • September 11th, 2008 • Noble Environmental Power LLC • Electric services • Delaware

Noble Environmental Power, Inc., a Delaware corporation, (the “Company”), pursuant to its 2008 Incentive Award Plan (the “Plan”), hereby grants to the individual listed below (“Participant”), the number of shares of the Company’s Common Stock set forth below (the “Shares”). This Restricted Stock Award is subject to all of the terms and conditions as set forth herein and in the Restricted Stock Award Agreement attached hereto as Exhibit A (the “Restricted Stock Agreement”) (including without limitation the Restrictions on the Shares set forth in the Restricted Stock Agreement) and the Plan, each of which are incorporated herein by reference. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Grant Notice and the Restricted Stock Agreement.

CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR THE REDACTED PORTIONS OF THIS AGREEMENT. THE REDACTIONS ARE INDICATED WITH THREE ASTERISKS (“***”). A COMPLETE VERSION OF THIS AGREEMENT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
Confidential Treatment • September 11th, 2008 • Noble Environmental Power LLC • Electric services

The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the Transaction entered into between us on the Trade Date referred to below (the “Transaction”). This Confirmation constitutes a “Confirmation” as referred to in the Agreement specified below.

AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF NOBLE ENVIRONMENTAL POWER 2006 HOLD CO, LLC a Delaware Limited Liability Company Dated as of May 13, 2008
Limited Liability Company Agreement • September 11th, 2008 • Noble Environmental Power LLC • Electric services • Delaware

THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) OF NOBLE ENVIRONMENTAL POWER 2006 HOLD CO, LLC (the “Company”), dated as of May 13, 2008 (the “Effective Date”), is adopted, executed and agreed to, for good and valuable consideration, by the Members.

MASTER CONTRACT FOR THE SALE OF POWER GENERATION EQUIPMENT AND RELATED SERVICES (2007 WTGs)
Agreement • September 11th, 2008 • Noble Environmental Power LLC • Electric services • New York

General Electric Company, a corporation organized and existing under the laws of the State of New York, U.S.A., with a place of business at One River Road, Schenectady, New York 12345, U.S.A. (the “Seller”); and

MASTER CONTRACT FOR THE SALE OF POWER GENERATION EQUIPMENT AND RELATED SERVICES Dated as of February 15, 2006
And Related Services • September 11th, 2008 • Noble Environmental Power LLC • Electric services • New York

General Electric Company, a corporation organized and existing under the laws of the State of New York, U.S.A, with a place of business at One River Road, Schenectady, New York 12345, U.S.A (the “Seller”); and

FINANCING AGREEMENT among NOBLE ENVIRONMENTAL POWER 2008 HOLD CO., LLC, a Delaware limited liability company (Borrower) CITIBANK, N.A., as Administrative Agent for the Lenders and Collateral Agent for the Secured Parties CITIBANK GLOBAL MARKETS, INC.,...
Financing Agreement • August 29th, 2008 • Noble Environmental Power LLC • Electric services • New York

This FINANCING AGREEMENT (this “Financing Agreement”), dated as of June 30, 2008, is executed by and among NOBLE ENVIRONMENTAL POWER 2008 HOLD CO., LLC, a Delaware limited liability company, the banks or other financial institutions listed in Exhibit I or who later become a party hereto, as Lenders, CITIBANK, N.A., as Administrative Agent for the Lender and Collateral Agent for the Secured Parties, CITIBANK GLOBAL MARKETS, INC., acting on behalf of Citibank, N.A., as Joint Lead Arranger and Joint Bookrunner, RBS SECURITIES CORPORATION, doing business as RBS GREENWICH CAPITAL, as Syndication Agent, HSH NORDBANK AG, NEW YORK BRANCH, and THE ROYAL BANK OF SCOTLAND PLC, as Co-Documentation Agents, and RBS SECURITIES CORPORATION, doing business as RBS GREENWICH CAPITAL, and HSH NORDBANK AG, NEW YORK BRANCH, as Joint Lead Arrangers and Joint Bookrunners.

MASTER CONTRACT FOR THE SALE OF POWER GENERATION EQUIPMENT AND RELATED SERVICES (2008 WTGs)
Agreement • September 11th, 2008 • Noble Environmental Power LLC • Electric services • New York

General Electric Company, a corporation organized and existing under the laws of the State of New York, U.S.A., with a place of business at One River Road, Schenectady, New York 12345, U.S.A. (the “Seller”); and

MASTER CONTRACT FOR THE SALE OF POWER GENERATION EQUIPMENT AND RELATED SERVICES (2009 WTGs) Dated as of September 27, 2007
Confidential Treatment • September 11th, 2008 • Noble Environmental Power LLC • Electric services • New York

General Electric Company, a corporation organized and existing under the laws of the State of New York, U.S.A., with a place of business at One River Road, Schenectady, New York 12345, U.S.A. (the “Seller”); and

EMPLOYMENT AGREEMENT
Employment Agreement • May 23rd, 2008 • Noble Environmental Power LLC • Electric services • Connecticut

THIS EMPLOYMENT AGREEMENT (“Agreement”) is entered into as of May 5, 2008 (the “Effective Date”), by and between Noble Environmental Power, LLC (“Noble”) and Charles C. Hinckley (“Executive”).

FIRST AMENDMENT TO MASTER CONTRACT FOR THE SALE OF POWER GENERATION EQUIPMENT AND RELATED SERVICES
Confidential Treatment • September 11th, 2008 • Noble Environmental Power LLC • Electric services • New York

THIS FIRST AMENDMENT TO MASTER CONTRACT FOR THE SALE OF POWER GENERATION EQUIPMENT AND RELATED SERVICES (this “Amendment”), dated as of August 24, 2006, by and between NOBLE ENVIRONMENTAL POWER 2006 HOLD CO, LLC, a Delaware limited liability company (the “Buyer”), and GENERAL ELECTRIC COMPANY, a New York company (the “Seller”) (the Buyer and the Seller referred to collectively as the “Parties”, and each, individually, as a “Party”).

MASTER CONTRACT FOR THE SALE OF POWER GENERATION EQUIPMENT AND RELATED SERVICES (2010 WTGs)
This Agreement • September 11th, 2008 • Noble Environmental Power LLC • Electric services • New York

General Electric Company, a corporation organized and existing under the laws of the State of New York, U.S.A., with a place of business at One River Road, Schenectady, New York 12345, U.S.A. (the “Seller”); and

NOBLE ENVIRONMENTAL POWER, LLC SUBSCRIPTION AGREEMENT
Subscription Agreement • August 29th, 2008 • Noble Environmental Power LLC • Electric services
UNIT SUBSCRIPTION AGREEMENT June 6, 2008
Unit Subscription Agreement • June 26th, 2008 • Noble Environmental Power LLC • Electric services

The undersigned, CPP INVESTMENT BOARD (USRE II) INC. (the “Subscriber”), hereby agrees to subscribe for and purchase from NOBLE ENVIRONMENTAL POWER, LLC, a Delaware limited liability company (the “Company”), and the Company hereby agrees to sell and issue to the Subscriber, the number of Series B preferred units (the “Preferred Units”) of the Company set forth on the Subscriber’s signature page hereto (such Preferred Units to be issued, the “Purchased Units”) in consideration of the payment to the Company of $100.00 per Purchased Unit (the “Subscription Price”), the sufficiency of which is hereby acknowledged.

NOBLE ENVIRONMENTAL POWER, INC. 2008 INCENTIVE AWARD PLAN STOCK OPTION GRANT NOTICE AND STOCK OPTION AGREEMENT
Stock Option Agreement • September 11th, 2008 • Noble Environmental Power LLC • Electric services • Delaware

Noble Environmental Power, Inc., a Delaware corporation (the “Company”), pursuant to its 2008 Incentive Award Plan (the “Plan”), hereby grants to the holder listed below (“Participant”), an option to purchase the number of shares of the Company’s common stock, par value $0.01 (“Stock”), set forth below (the “Option”). This Option is subject to all of the terms and conditions set forth herein and in the Stock Option Agreement attached hereto as Exhibit A (the “Stock Option Agreement”) and the Plan, which are incorporated herein by reference. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Grant Notice and the Stock Option Agreement.

SECOND AMENDMENT TO FIRST LIEN SENIOR SECURED PROMISSORY NOTE
Noble Environmental Power LLC • May 23rd, 2008 • Electric services • New York

This SECOND AMENDMENT TO FIRST LIEN SENIOR SECURED PROMISSORY NOTE, dated as of March 27, 2008 (“Agreement”), is by and among NEP EQUIPMENT FINANCE CO., LLC, a Delaware limited liability company (“Borrower”), the financial institutions party hereto as Lenders and HSH NORDBANK AG, NEW YORK BRANCH, as the Collateral Agent and the Administrative Agent for the Lenders (in such capacities, together with its successors in such capacities, the “Agent”).

CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR THE REDACTED PORTIONS OF THIS AGREEMENT. THE REDACTIONS ARE INDICATED WITH THREE ASTERISKS (“***”). A COMPLETE VERSION OF THIS AGREEMENT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
Confidential Treatment • May 23rd, 2008 • Noble Environmental Power LLC • Electric services

The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the Transaction entered into between us on the Trade Date referred to below (the “Transaction”). This Confirmation constitutes a “Confirmation” as referred to in the Agreement specified below.

SECOND LIEN SECURED PROMISSORY NOTE
Noble Environmental Power LLC • May 23rd, 2008 • Electric services • New York

For value received, NEP EQUIPMENT FINANCE HOLD CO., LLC, a Delaware limited liability company (the “Borrower”), hereby unconditionally promises to pay to PARAGON NOBLE LLC, a Delaware limited liability company (together with its successors and permitted assigns, the “Lender”), the principal amount of TWO HUNDRED SIXTY MILLION DOLLARS ($260,000,000) (the “Note Amount”) or such lesser principal amount as may be outstanding hereunder in accordance with the terms hereof on the Maturity Date (as defined below), together with all accrued and unpaid interest, fees and any other amounts due and payable to the Lender pursuant to the provisions of this Second Lien Secured Promissory Note (this “Note”).

PAY-AS-YOU-GO CAPITAL CONTRIBUTION AGREEMENT
Capital Contribution Agreement • May 23rd, 2008 • Noble Environmental Power LLC • Electric services • New York

This PAY-AS-YOU-GO CAPITAL CONTRIBUTION AGREEMENT, dated as of June 22, 2007 (this “Agreement”), is entered into by and between EFS Noble Holdings, LLC, a Delaware limited liability company (“Contributing Member”), Noble Environmental Power 2006 Hold Co, LLC, a Delaware limited liability company (the “Company”), and Noble Environmental Power Hold Co. Prime, LLC, a Delaware limited liability company (“Noble Holdco”). Each Class A Equity Investor (as defined below), the Company and Noble Holdco is referred to herein, individually, as a “Party” and, collectively, as the “Parties”.

FIRST AMENDMENT TO FIRST LIEN SENIOR SECURED PROMISSORY NOTE
Noble Environmental Power LLC • May 23rd, 2008 • Electric services • New York

This FIRST AMENDMENT TO FIRST LIEN SENIOR SECURED PROMISSORY NOTE, dated as of February 13, 2008 (“Agreement”), by and among NEP EQUIPMENT FINANCE CO., LLC, a Delaware limited liability company (“Borrower”), the financial institutions party hereto as Lenders and HSH NORDBANK AG, NEW YORK BRANCH, as the Collateral Agent and the Administrative Agent for the Lenders (in such capacities, together with its successors in such capacities, the “Agent”).

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UNIT SUBSCRIPTION AGREEMENT AUGUST 15, 2008
Unit Subscription Agreement • August 29th, 2008 • Noble Environmental Power LLC • Electric services

The undersigned, ROCKFIELD NOBLE HOLDING, LLC (the “Subscriber”), hereby agrees to subscribe for and purchase from NOBLE ENVIRONMENTAL POWER, LLC, a Delaware limited liability company (the “Company”), and the Company hereby agrees to sell and issue to the Subscriber, the number of Series B Preferred Units (the “Preferred Units”) of the Company set forth on the Subscriber’s signature page hereto (such Preferred Units to be issued, the “Purchased Units”) in consideration of the payment to the Company of $100.00 per Purchased Unit (the “Subscription Price”), the sufficiency of which is hereby acknowledged.

CHANGE IN CONTROL SEVERANCE AGREEMENT
Change in Control Severance Agreement • August 29th, 2008 • Noble Environmental Power LLC • Electric services • Connecticut

THIS CHANGE IN CONTROL SEVERANCE AGREEMENT (the “Agreement”) is entered into as of August 15, 2008, by and among Noble Environmental Power, LLC, a Delaware limited liability company (“Noble”) and Neil P. Dyment (the “Executive”).

FIRST AMENDMENT TO MASTER CONTRACT FOR THE SALE OF POWER GENERATION EQUIPMENT AND RELATED SERVICES
Master Contract • September 11th, 2008 • Noble Environmental Power LLC • Electric services • New York

THIS FIRST AMENDMENT TO MASTER CONTRACT FOR THE SALE OF POWER GENERATION EQUIPMENT AND RELATED SERVICES (this “Amendment”), dated as of June 4, 2007, by and between NOBLE ENVIRONMENTAL POWER 2007 EQUIPMENT CO., LLC, a Delaware limited liability company (the “Buyer”), and GENERAL ELECTRIC COMPANY, a New York company (the “Seller”) (the Buyer and the Seller referred to collectively as the “Parties”, and each, individually, as a “Party”).

UNIT SUBSCRIPTION AGREEMENT March 7 , 2008
Unit Subscription Agreement • May 23rd, 2008 • Noble Environmental Power LLC • Electric services

The undersigned, CPP INVESTMENT BOARD (USRE II) INC. (the “Subscriber”), hereby agrees to subscribe for and purchase from NOBLE ENVIRONMENTAL POWER, LLC, a Delaware limited liability company (the “Company”), and the Company hereby agrees to sell and issue to the Subscriber, the number of Series B preferred units (the “Preferred Units”) of the Company set forth on the Subscriber’s signature page hereto (such Preferred Units to be issued, the “Purchased Units”) in consideration of the payment to the Company of $100.00 per Purchased Unit (the “Subscription Price”), the sufficiency of which is hereby acknowledged.

ADDITIONAL CAPITAL CONTRIBUTION AGREEMENT
Contribution Agreement • August 29th, 2008 • Noble Environmental Power LLC • Electric services • New York

This ADDITIONAL CAPITAL CONTRIBUTION AGREEMENT, dated as of June 30, 2008 (this “Agreement”), is entered into by and between EFS Noble II, LLC, a Delaware limited liability company (“EFS Noble II”), GE Capital Markets, Inc., a Delaware corporation (“GECM”, and together with EFS Noble II, the “Contributing Members”), Noble Environmental Power 2008 Hold Co., LLC, a Delaware limited liability company (the “Company”), and Noble Environmental Power 2008 Hold Co. Prime, LLC, a Delaware limited liability company (“Noble Holdco”). Each Class A Equity Investor (as defined below), the Company and Noble Holdco is referred to herein, individually, as a “Party” and, collectively, as the “Parties”.

MEMBERSHIP INTEREST PURCHASE AND EQUITY CAPITAL CONTRIBUTION AGREEMENT by and among NOBLE ENVIRONMENTAL POWER 2008 HOLD CO., LLC, NOBLE ENVIRONMENTAL POWER 2008 HOLD CO. PRIME, LLC, EFS NOBLE II, LLC, GE CAPITAL MARKETS, INC. AND ANY OTHER CLASS A...
Membership Interest Purchase and Equity Capital Contribution Agreement • August 29th, 2008 • Noble Environmental Power LLC • Electric services • New York

This MEMBERSHIP INTEREST PURCHASE AND EQUITY CAPITAL CONTRIBUTION AGREEMENT (this “Agreement”), dated as of June 30, 2008 (the “Execution Date”), is entered into by and among NOBLE ENVIRONMENTAL POWER 2008 HOLD CO., LLC, a Delaware limited liability company (the “Company”), NOBLE ENVIRONMENTAL POWER 2008 HOLD CO. PRIME, LLC, a Delaware limited liability company (“Noble Holdco”), EFS NOBLE II, LLC, a Delaware limited liability company (“Initial Class A Equity Investor”), GE Capital Markets, Inc., a Delaware corporation (“GECM”), and any other Class A Equity Investor party hereto.

SUBSCRIPTION AGREEMENT OF NOBLE ENVIRONMENTAL POWER, LLC
Subscription Agreement • May 23rd, 2008 • Noble Environmental Power LLC • Electric services • Delaware

This Subscription Agreement (the “Subscription Agreement”) dated as of the 18th day of December, 2006 is made by and among Noble Environmental Power, LLC, a Delaware limited liability company (the “Company”) and the undersigned (“Investor”).

DEPOSITARY AGREEMENT among NOBLE ENVIRONMENTAL POWER 2008 HOLD CO., LLC, a Delaware limited liability company (Borrower) CITIBANK, N.A. (Administrative Agent) CITIBANK, N.A. (Collateral Agent) and THE BANK OF NEW YORK (Depositary) Dated as of June 30,...
Financing Agreement • August 29th, 2008 • Noble Environmental Power LLC • Electric services • New York

This DEPOSITARY AGREEMENT, dated as of June 30, 2008 (as amended, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”), is entered into by and among NOBLE ENVIRONMENTAL POWER 2008 HOLD CO., LLC, a limited liability company organized and existing under the laws of the State of Delaware (“Borrower”), CITIBANK, N.A., as administrative agent for the Lenders (in such capacity, “Administrative Agent”), CITIBANK, N.A., as collateral agent for the First Lien Secured Parties under the Intercreditor Agreement referred to below (in such capacity, “Collateral Agent”), and THE BANK OF NEW YORK, a New York banking corporation, as depositary agent, bank and securities intermediary (in such capacities, “Depositary”).

FIRST AMENDMENT TO MASTER CONTRACT FOR THE SALE OF POWER GENERATION EQUIPMENT AND RELATED SERVICES
Master Contract • May 23rd, 2008 • Noble Environmental Power LLC • Electric services • New York

THIS FIRST AMENDMENT TO MASTER CONTRACT FOR THE SALE OF POWER GENERATION EQUIPMENT AND RELATED SERVICES (this “Amendment”), dated as of June 4, 2007, by and between NOBLE ENVIRONMENTAL POWER 2007 EQUIPMENT CO., LLC, a Delaware limited liability company (the “Buyer”), and GENERAL ELECTRIC COMPANY, a New York company (the “Seller”) (the Buyer and the Seller referred to collectively as the “Parties”, and each, individually, as a “Party”).

COMMERCIAL LEASE
Commercial Lease • May 23rd, 2008 • Noble Environmental Power LLC • Electric services • Connecticut

THIS IS A COMMERCIAL LEASE made between Macbeth Ventures, LLC, of Essex, Connecticut (hereinafter referred to as the “Lessor”), and Noble Environmental Power, LLC (hereinafter collectively referred to as the “Lessee”), in which the parties hereto covenant and agree as follows:

Guarantee of Citigroup Energy Inc. by Citigroup Inc.
Intercreditor Agreement • August 29th, 2008 • Noble Environmental Power LLC • Electric services • New York

Guarantee, dated as of June 30, 2008, of Citigroup Inc., a Delaware corporation (the “Guarantor”), in favor of Noble Environmental Power 2008 Hold Co., LLC (the “Counterparty”) and Citibank, N.A., as the First Lien Collateral Agent (the “First Lien Collateral Agent”) under the Intercreditor Agreement (as defined in the Agreement).

THIRD AMENDMENT TO FIRST LIEN SENIOR SECURED PROMISSORY NOTE
Noble Environmental Power LLC • May 23rd, 2008 • Electric services • New York

This THIRD AMENDMENT TO FIRST LIEN SENIOR SECURED PROMISSORY NOTE, dated as of March 31, 2008 (“Agreement”), by and among NEP EQUIPMENT FINANCE CO., LLC, a Delaware limited liability company (“Borrower”), the financial institutions party hereto as Lenders and HSH NORDBANK AG, NEW YORK BRANCH, as the Collateral Agent and the Administrative Agent for the Lenders (in such capacities, together with its successors in such capacities, the “Agent”).

NOBLE ENVIRONMENTAL POWER, LLC RESTRICTED STOCK AGREEMENT
Restricted Stock Agreement • August 29th, 2008 • Noble Environmental Power LLC • Electric services • Delaware

through no act or omission of the Holder in violation of this Exhibit C or any other confidentiality obligation or duty owed to the Company Group and through no act or omission of any other person which, to the knowledge of the Holder, has any legally binding confidentiality obligation or duty to the Company Group; (iii) disclosing information and documents to the Holder’s attorney or tax adviser for the purpose of securing legal or tax advice, (iv) disclosing the post-employment restrictions in this Exhibit C in confidence to any potential new employer, or (v) retaining, at any time, the Holder’s personal correspondence, personal rolodex and documents related to the Holder’s own personal benefits, entitlements and obligations.

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