Class A Common Stock EQUITY UNDERWRITING AGREEMENTEquity Underwriting Agreement • October 8th, 2019 • TerraForm Power, Inc. • Electric services • New York
STOCKHOLDER PROTECTION RIGHTS AGREEMENT dated as of July 24, 2016 between TERRAFORM POWER, INC. and COMPUTERSHARE TRUST COMPANY, N.A., as Rights AgentStockholder Protection Rights Agreement • July 25th, 2016 • TerraForm Power, Inc. • Electric services • Delaware
TERRAFORM POWER, INC. REGISTRATION RIGHTS AGREEMENT July 23, 2014Registration Rights Agreement • July 25th, 2014 • TerraForm Power, Inc. • Electric services • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of July 23, 2014, among TerraForm Power, Inc., a Delaware corporation (the “Company”), R/C US Solar Investment Partnership, L.P., a Delaware limited partnership (“Riverstone”), and each of the other holders from time to time of Registrable Securities (as defined below) listed on Annex A hereto (together with Riverstone, and as Annex A is updated and amended pursuant to Section 9 from time to time, the “Holders”). Except as otherwise specified herein, all capitalized terms used in this Agreement are defined in Section 1. This Agreement shall become effective immediately prior to the consummation of the initial public offering of the Company’s Class A common stock, par value $0.01 per share (the “Common Stock”), on the date first above written (the “Effective Time”), subject to the earlier consummation of the Mt. Signal Transaction as defined in that certain Master Transaction Agreement, dated as of June 16, 2014 (the “MTA”
CREDIT AND GUARANTY AGREEMENT dated as of October 17, 2017 by and among TERRAFORM POWER OPERATING, LLC, as Borrower, TERRAFORM POWER, LLC, as a Guarantor, CERTAIN SUBSIDIARIES OF TERRAFORM POWER OPERATING, LLC, as Guarantors, VARIOUS LENDERS AND...Credit and Guaranty Agreement • October 17th, 2017 • TerraForm Power, Inc. • Electric services • New York
This CREDIT AND GUARANTY AGREEMENT, dated as of October 17, 2017, is entered into by and among TERRAFORM POWER OPERATING, LLC, a Delaware limited liability company (“Borrower”), TERRAFORM POWER, LLC, a Delaware limited liability company (“Holdings”), CERTAIN SUBSIDIARIES OF BORROWER, as Guarantors, the Lenders and Issuing Banks party hereto from time to time, HSBC BANK USA, NATIONAL ASSOCIATION, as Administrative Agent (together with its permitted successors in such capacity, “Administrative Agent”) and as Collateral Agent (together with its permitted successor in such capacity, “Collateral Agent”), HSBC BANK CANADA, BANK OF MONTREAL, BANK OF NOVA SCOTIA, NATIXIS SECURITIES AMERICAS LLC, RBC CAPITAL MARKETS and SUMITOMO MITSUI BANKING CORPORATION, as Joint Lead Arrangers (in such capacity, “Arrangers”) and Joint Bookrunners.
TERRAFORM POWER OPERATING, LLC AND EACH OF THE GUARANTORS PARTY HERETO 4.25% SENIOR NOTES DUE 2023Supplemental Indenture • December 12th, 2017 • TerraForm Power, Inc. • Electric services • New York
INDENTURE dated as of December 12, 2017 among TerraForm Power Operating, LLC, a Delaware corporation, the Guarantors (as defined) and U.S. Bank National Association U.S., as trustee.
CREDIT AND GUARANTY AGREEMENTCredit and Guaranty Agreement • July 21st, 2017 • TerraForm Power, Inc. • Electric services • New York
PURCHASE AND SALE AGREEMENT by and among SUNEDISON, INC., TERRAFORM POWER, LLC, TERRAFORM POWER, INC., FIRST WIND HOLDINGS, LLC, FIRST WIND CAPITAL, LLC, D. E. SHAW COMPOSITE HOLDINGS, L.L.C., THE MEMBERS OF THE COMPANY and D. E. SHAW COMPOSITE...Purchase and Sale Agreement • January 8th, 2015 • TerraForm Power, Inc. • Electric services • New York
This PURCHASE AND SALE AGREEMENT is made as of November 17, 2014 (this “Agreement”) by and among SunEdison, Inc., a Delaware corporation (“Holdco Buyer”), TerraForm Power, LLC, a Delaware limited liability company (“Operating Buyer”), and together with Holdco Buyer, each a “Buyer,” and collectively, “Buyers”), TerraForm Power, Inc., a Delaware corporation (“Guarantor”), First Wind Holdings, LLC, a Delaware limited liability company (the “Company”), First Wind Capital, LLC, a Delaware limited liability company and wholly owned Subsidiary of the Company (“Operating Seller”), D. E. Shaw Composite Holdings, L.L.C., a Delaware limited liability company (“Blocker Parent”), the Company Members set forth on Schedule 1.01 (a) hereto (the “Company Sellers,” and together with Blocker Parent and any person who becomes a party hereto pursuant to Section 12.11, each a “Seller” and collectively, the “Sellers”), and D. E. Shaw Composite Holdings, L.L.C. and Madison Dearborn Capital Partners IV, L.P.,
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT TerraForm Power, LLC Dated and effective as of July 23, 2014Limited Liability Company Agreement • July 25th, 2014 • TerraForm Power, Inc. • Electric services • Delaware
This 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 July 23, 2014 (the “Effective Date”), is made by and among the Members (as defined herein).
FOURTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT TerraForm Power, LLC Dated and effective as of July 31, 2020Limited Liability Company Agreement • July 31st, 2020 • TerraForm Power, Inc. • Electric services • Delaware
This FOURTH 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 July 31, 2020 (the “Effective Date”), is made by and among the Members (as defined herein).
TERRAFORM POWER, INC., TERRAFORM POWER, LLC and TERRAFORM POWER OPERATING, LLC and SUNEDISON, INC. as Manager MANAGEMENT SERVICES AGREEMENTManagement Services Agreement • January 8th, 2015 • TerraForm Power, Inc. • Electric services • New York
THIS AGREEMENT is made as of the 23rd day of July 2014, by and among TerraForm Power, Inc., a Delaware corporation (“Terra”), TerraForm Power, LLC, a Delaware limited liability company (“Terra LLC”), TerraForm Power Operating, LLC, a Delaware limited liability company (“Terra Operating”), and SunEdison, Inc., a Delaware corporation (the “Manager”). This Agreement shall become effective immediately prior to the consummation of the initial public offering of Terra’s Class A Common Stock on the date first above written.
ContractVoting Agreement • March 20th, 2020 • TerraForm Power, Inc. • Electric services • Delaware
VOTING AGREEMENT (this “Agreement”) dated as of March 16, 2020, among TerraForm Power, Inc., Delaware corporation (the “Company”), and each of the parties listed on Schedule A hereto (each, a “Stockholder” and, collectively, the “Stockholders”).
TERRAFORM POWER OPERATING, LLC AND EACH OF THE GUARANTORS PARTY HERETO 5.875% SENIOR NOTES DUE 2023 INDENTURE Dated as of January 28, 2015 U.S. Bank National Association TrusteeIndenture • February 3rd, 2015 • TerraForm Power, Inc. • Electric services • New York
INDENTURE dated as of January 28, 2015 among TerraForm Power Operating, LLC, a Delaware corporation, the Guarantors (as defined) and U.S. Bank National Association U.S., as trustee.
PROJECT SUPPORT AGREEMENTProject Support Agreement • July 25th, 2014 • TerraForm Power, Inc. • Electric services • New York
THIS PROJECT SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of the July 23, 2014 by and between SunEdison, Inc., a Delaware corporation (“SunEdison”), and TerraForm Power, LLC, a Delaware limited liability company (“Terra”). SunEdison and Terra are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
INDEMNIFICATION AGREEMENTIndemnification Agreement • June 17th, 2014 • TerraForm Power, Inc. • Electric services • Delaware
This Indemnification Agreement (this “Agreement”), dated , 2014, by and between TerraForm Power, Inc., a Delaware corporation (“Company”), and (“Indemnitee”).
COMMON STOCK PURCHASE AGREEMENTCommon Stock Purchase Agreement • July 3rd, 2014 • TerraForm Power, Inc. • Electric services • New York
This COMMON STOCK PURCHASE AGREEMENT (“Agreement”) is made as of July 3, 2014 (the “Effective Date”), by and between TerraForm Power, Inc., a Delaware corporation (the “Company”), and the Investor(s) named in Schedule A hereto (the “Investors”).
EXCHANGE AGREEMENTExchange Agreement • July 25th, 2014 • TerraForm Power, Inc. • Electric services • Delaware
This EXCHANGE AGREEMENT (this “Agreement”), dated as of July 23, 2014, is made by and among TerraForm Power, Inc., a Delaware corporation (the “Corporation”), TerraForm Power, LLC, a Delaware limited liability company (“Terra LLC”), SunEdison, Inc. (“SunEdison”) and the other Persons from time to time party hereto in accordance with Section 4.1 hereof (collectively with SunEdison, the “Terra LLC Unitholders”).
1- THIRD AMENDMENT TO AMENDED & RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF TERRAFORM POWER, LLC This Third Amendment (this “Amendment”) to the Amended and Restated Limited Liability Company Agreement of TerraForm Power, LLC (the “Company”), dated...Limited Liability Company Agreement • June 2nd, 2016 • TerraForm Power, Inc. • Electric services • Delaware
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.
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.
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • March 7th, 2017 • TerraForm Power, Inc. • Electric services
This VOTING AND SUPPORT AGREEMENT, dated as of March 6, 2017 (this “Agreement”), is made and entered into by and among Orion US Holdings 1 L.P., a Delaware limited partnership (“Parent”), BRE TERP Holdings Inc., a Delaware corporation (“Merger Sub”), SunEdison, Inc., a Delaware corporation (“SunEdison”), SunEdison Holdings Corporation, a Delaware corporation (“SHC”), SUNE ML1, LLC, a Delaware limited liability company (“SML1”, and together with SHC, “Stockholders”), and TerraForm Power, Inc., a Delaware corporation (the “Company”). Parent, Merger Sub, SunEdison, the Company and Stockholders are referred to collectively as the “Parties.”
ContractAgreement and Plan of Reorganization • March 20th, 2020 • TerraForm Power, Inc. • Electric services • Delaware
MEMBERSHIP INTEREST PURCHASE AGREEMENT by and between ATLANTIC POWER TRANSMISSION, INC. and TERRAFORM AP ACQUISITION HOLDINGS, LLC dated as of March 31, 2015Membership Interest Purchase Agreement • June 17th, 2015 • TerraForm Power, Inc. • Electric services • New York
This MEMBERSHIP INTEREST PURCHASE AGREEMENT (this “Agreement”), dated as of March 31, 2015, is made and entered into by and between ATLANTIC POWER TRANSMISSION, INC., a Delaware corporation (the “Seller”), and TERRAFORM AP ACQUISITION HOLDINGS, LLC, a Delaware limited liability company (the “Buyer”).
JOINDER AGREEMENTJoinder Agreement • January 8th, 2015 • TerraForm Power, Inc. • Electric services • New York
THIS JOINDER AGREEMENT, dated as of December 18, 2014 (this “Agreement”), by and among BARCLAYS BANK PLC (“Barclays”), GOLDMAN SACHS BANK USA (“Goldman Sachs”), MORGAN STANLEY SENIOR FUNDING, INC. (“MSSF”), MORGAN STANLEY BANK, N.A. (“MSB” and together with MSSF, “Morgan Stanley”), JPMORGAN CHASE BANK, NATIONAL ASSOCIATION (“JPMorgan”), BANK OF AMERICA, N.A. (“Bank of America”), and CITIBANK, N.A. (“Citi”) (each an “Incremental Lender” and collectively the “Incremental Lenders”), TERRAFORM POWER OPERATING, LLC, a Delaware limited liability company (“Borrower”), TERRAFORM POWER, LLC, a Delaware limited liability company (“Holdings”), and CERTAIN SUBSIDIARIES OF BORROWER, as Guarantors, and Goldman Sachs, as Administrative Agent.
SECURITIES PURCHASE AGREEMENT by and between TerraForm CD Holdings Corporation, TerraForm CD Holdings GP, LLC, TerraForm CD Holdings, LLC, as Buyers, and Capital Dynamics US Solar Energy A, L.P., Capital Dynamics US Solar Energy A-1, L.P., Capital...Securities Purchase Agreement • January 8th, 2015 • TerraForm Power, Inc. • Electric services • New York
This Securities Purchase Agreement (this “Agreement”), is entered into as of October 29, 2014 (the “Effective Date”), by and between TerraForm CD Holdings Corporation, a Delaware corporation (“HoldCo Inc.”), TerraForm CD Holdings GP, LLC, a Delaware limited liability company (“HoldCo GP”), and TerraForm CD Holdings, LLC, a Delaware limited liability company (“HoldCo LLC”, and collectively with HoldCo Inc. and HoldCo GP, the “Buyers”) on the one hand, and Capital Dynamics US Solar Energy A, L.P., a Delaware limited liability partnership (“CD US A”), Capital Dynamics US Solar Energy A-1, L.P., a Delaware limited liability partnership (“CD US A-1”), Capital Dynamics US Solar Energy A-2, L.P., a Delaware limited liability partnership (“CD US A-2”), Capital Dynamics US Solar Energy, L.P., a Delaware limited liability partnership (“CD US Solar”), and Capital Dynamics (US) GP AIV, Inc., a Delaware corporation (“CD AIV Inc.”) (each, a “Seller”, and collectively, the “Sellers”), on the other ha
RESTRICTED STOCK UNIT AGREEMENT PURSUANT TO THE SUNEDISON YIELDCO, INC.Restricted Stock Unit Agreement • July 16th, 2014 • TerraForm Power, Inc. • Electric services • Delaware
THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between TerraForm Power, Inc. (f/k/a SunEdison Yieldco, Inc.), a corporation organized in the State of Delaware (the “Company”), and the Participant specified above, pursuant to the SunEdison Yieldco, Inc. 2014 Second Amended and Restated Long-Term Incentive Plan, as in effect and as amended from time to time (the “Plan”), which is administered by the board of directors of the Company; and
SunEdison, Inc. and TerraForm Power, LLC TRANSITION SERVICES AGREEMENTTransition Services Agreement • September 11th, 2017 • TerraForm Power, Inc. • Electric services • New York
NOW, THEREFORE, in consideration of the premises and the respective representations, warranties, covenants, agreements and conditions contained herein, the Parties hereto agree as follows:
REPOWERING SERVICES RIGHT OF FIRST REFUSAL AGREEMENTRepowering Services • July 25th, 2014 • TerraForm Power, Inc. • Electric services • New York
Irrevocable Undertaking Agreement for the launch and acceptance of the takeover bid for the shares of Saeta Yield, S.A. BETWEEN TERP Spanish HoldCo, S.L. As the Bidder AND Sinergia Advisors 2006, A.V., S.A. In Madrid, on 6 February 2018TerraForm Power, Inc. • February 8th, 2018 • Electric services
The Bidder and the Selling Shareholder shall be hereinafter collectively referred to as the “Parties” and individually as a “Party”.
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”).
BROOKFIELD RENEWABLE AND TERRAFORM POWER ENTER INTO A DEFINITIVE MERGER AGREEMENTBrookfield Renewable And • March 17th, 2020 • TerraForm Power, Inc. • Electric services
• Each share of Class A common stock of TERP will be acquired for consideration equivalent to 0.381 of a BEP unit, which represents a 17% premium to TERP’s unaffected trading price1. TERP shareholders can elect to receive BEPC shares or BEP units
INTEREST PAYMENT AGREEMENTInterest Payment Agreement • July 25th, 2014 • TerraForm Power, Inc. • Electric services • New York
THIS INTEREST PAYMENT AGREEMENT (this “Agreement”) is made as of the July, 23, 2014 (the “Effective Date”), by and among TerraForm Power, LLC (“Terra LLC”), TerraForm Power Operating, LLC, a Delaware limited liability company (“Terra Operating”), SunEdison, Inc., a Delaware corporation (“SunEdison”), and SunEdison Holdings Corporation, a Delaware corporation (“SunEdison Holdings”).
SUPPORT AGREEMENT AMENDMENTSupport Agreement • June 4th, 2018 • TerraForm Power, Inc. • Electric services • New York
NOW THEREFORE in consideration of the mutual covenants contained in this Amendment Agreement and other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the parties hereto agree as follows:
FIRST AMENDMENT TO CREDIT AND GUARANTY AGREEMENTCredit and Guaranty Agreement • March 15th, 2019 • TerraForm Power, Inc. • Electric services • New York
THIS FIRST AMENDMENT TO CREDIT AND GUARANTY AGREEMENT (this “Amendment”) is dated as of November 6, 2017 and is entered into by and among TERRAFORM POWER OPERATING, LLC, a Delaware limited liability company (“Borrower”), TERRAFORM POWER, LLC, a Delaware limited liability company (“Holdings”), CERTAIN SUBSIDIARIES OF BORROWER, as Guarantors, the Lenders party hereto, and HSBC BANK USA, NATIONAL ASSOCIATION, as Administrative Agent acting with the consent of the Lenders, and is made with reference to that certain CREDIT AND GUARANTY AGREEMENT dated as of October 17, 2017 (the “Credit Agreement”) by and among Borrower, Holdings, the subsidiaries of the Borrower named therein, the Lenders, the Issuing Banks, the Administrative Agent, the Collateral Agent and the other Agents named therein. 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.
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”.
FIRST AMENDMENT TO AMENDED & RESTATED LIMITED LIABILITY COMPANY AGREEMENT TERRAFORM POWER, LLCLimited Liability Company Agreement • January 8th, 2015 • TerraForm Power, Inc. • Electric services • Delaware
This First Amendment (the “Amendment”) to the Amended and Restated Limited Liability Company Operating Agreement of TerraForm Power, LLC (the “Company”), dated as of July 23, 2014, and associated Adoption Agreement, dated July 23, 2014 (as amended, the “LLC Agreement”), is entered into as of November , 2014 (the “Amendment Date”) by and among TerraForm Power, Inc., a Delaware corporation ( “TerraForm Power”), SunEdison Holdings Corporation, a Delaware corporation (“SunEdison”) and R/C US Solar Investment Partnership, L.P., a Delaware limited partnership (“R/C US Solar” and together with TerraForm Power and SunEdison, individually a “Party” and collectively, the “Parties”). Initially capitalized terms used herein and not otherwise defined shall have the meanings set forth in the LLC Agreement.
