INDEMNIFICATION AGREEMENTIndemnification Agreement • August 24th, 2022 • MN8 Energy, Inc. • Electric & other services combined • Delaware
This Indemnification Agreement (“Agreement”) is made as of ______________, 2022 by and between MN8 Energy Inc., a Delaware corporation (the “Company”), and _______________ (“Indemnitee”). This Agreement supersedes and replaces any and all previous Agreements between the Company and Indemnitee covering the subject matter of this Agreement.
FORM OF INDEMNIFICATION AGREEMENTForm of Indemnification Agreement • September 12th, 2022 • MN8 Energy, Inc. • Electric & other services combined • Delaware
This Indemnification Agreement (“Agreement”) is made as of ______________, 2022 by and between MN8 Energy Inc., a Delaware corporation (the “Company”), and _______________ (“Indemnitee”). This Agreement supersedes and replaces any and all previous Agreements between the Company and Indemnitee covering the subject matter of this Agreement.
FORM OF REGISTRATION RIGHTS AGREEMENT by and among MN8 Energy, Inc., Goldman Sachs RP Holdings LLC, Goldman Sachs Asset Management, L.P., and GSAM Holdings II LLC dated as ofRegistration Rights Agreement • September 12th, 2022 • MN8 Energy, Inc. • Electric & other services combined • Delaware
SIXTH AMENDMENT Dated as of February 17, 2021 to REVOLVING CREDIT AGREEMENT Dated as of February 22, 2018Revolving Credit Agreement • September 12th, 2022 • MN8 Energy, Inc. • Electric & other services combined • New York
THIS REVOLVING CREDIT AGREEMENT (this “Credit Agreement”) is dated as of February 22, 2018, by and among GOLDMAN SACHS RENEWABLE POWER OPERATING COMPANY LLC, a Delaware limited liability company, as borrower (the “Primary Borrower”; and together with any Qualified Borrowers becoming a party hereto, in each case, as set forth on Schedule I (or any updated version delivered in accordance with the terms hereof), the “Borrowers” and each, a “Borrower”), GOLDMAN SACHS RENEWABLE POWER LLC, a Delaware limited liability company, as guarantor (the “Guarantor”), HSBC BANK USA, NATIONAL ASSOCIATION (“HSBC”), as the Administrative Agent (as hereinafter defined) for the Secured Parties, the Letter of Credit Issuer and as a Lender, and each of the other Persons from time to time party hereto as Lenders (each capitalized term not defined is defined below).
INTERNALIZATION AGREEMENT by and among MN8 Energy, Inc., Goldman Sachs Renewable Power Operating Company LLC, Goldman Sachs Renewable Power LLC, Goldman Sachs Asset Management, L.P., and GSAM Holdings II LLC dated as of May 18, 2022Internalization Agreement • September 12th, 2022 • MN8 Energy, Inc. • Electric & other services combined • New York
THIS INTERNALIZATION AGREEMENT (this “Agreement”), dated as of May 18, 2022, is entered into by and among (i) MN8 Energy, Inc., a Delaware corporation (“GSRP Holdings”), (ii) Goldman Sachs Renewable Power Operating Company LLC, a Delaware limited liability company (“OpCo”), (iii) Goldman Sachs Renewable Power LLC, a Delaware limited liability company (“GSRP” and together with OpCo and GSRP Holdings, the “GSRP Parties”), (iv) Goldman Sachs Asset Management, L.P., a Delaware limited partnership (“GSAM”), and (v) GSAM Holdings II LLC, a Delaware limited liability company (“GSAM Holdings II” and, together with GSAM, the “GSAM Entities”). Each of the foregoing is sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
MN8 Energy Operating Company LLC Second Amended and Restated Limited Liability Company Agreement Dated August 4, 2022Limited Liability Company Agreement • September 12th, 2022 • MN8 Energy, Inc. • Electric & other services combined • Delaware
THIS SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of MN8 Energy Operating Company LLC (the “Company”) is made and entered into as of August 4, 2022 (the “Effective Date”), by and among MN8 Energy LLC, in its capacity as a Member (as defined below) of the Company (the “Parent Company”) and as the managing member of the Company (the “Managing Member”), GSAM Holdings II LLC, in its capacity as the Special Interest Member (as defined below) and any other Persons who are admitted as Members of the Company from time to time. This Agreement shall constitute the “limited liability company agreement” of the Company, as defined in the Delaware Limited Liability Company Act (6 Del. C. §18-101, et seq.), as amended from time to time (the “Delaware Act” or the “Act”).
FIFTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • April 5th, 2023 • MN8 Energy, Inc. • Electric & other services combined • New York
This CREDIT AGREEMENT (“Agreement”) is entered into as of February 23, 2021, among GSRP WAREHOUSE I LLC, a Delaware limited liability company (the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), MUFG BANK, LTD., HSBC BANK USA, N.A., NATIXIS, NEW YORK BRANCH and CANADIAN IMPERIAL BANK OF COMMERCE, NEW YORK BRANCH, as issuing banks (in such capacities, collectively the “Issuing Banks” and each an “Issuing Bank”), MUFG BANK, LTD., as administrative agent (in such capacity, the “Administrative Agent”), MUFG UNION BANK N.A., as collateral agent (in such capacity, the “Collateral Agent”) and depositary agent (in such capacity, the “Depositary Bank”), with MUFG BANK, LTD. and HSBC BANK USA, N.A., as Coordinating Lead Arrangers and Joint Bookrunners and NATIXIS, NEW YORK BRANCH and CANADIAN IMPERIAL BANK OF COMMERCE, NEW YORK BRANCH, as Joint Lead Arrangers and Joint Bookrunners.
TRANSITION SERVICES AGREEMENTTransition Services Agreement • September 12th, 2022 • MN8 Energy, Inc. • Electric & other services combined • New York
• CWS – Workplace Engineering – Technology Services – Desktop Infrastructure (Physical): Parties to cooperate to wipe all-in-one (AIO) devices and ship the NDCs (desktop PCs) to Provider in Jersey City at Provider’s sole expense.
Effective as of July 6, 2022Letter Agreement • September 12th, 2022 • MN8 Energy, Inc. • Electric & other services combined
This letter agreement (this “Letter Agreement”) is being entered into in connection with and as an inducement for, the Regents of the University of California (the “Investor”) consenting to and approving, in its capacity as a Member of Goldman Sachs Renewable Power LLC, a Delaware limited liability company (the “Company”), the Internalization Proposal and the Amendments Proposal (as such terms are defined in the Company’s Consent Solicitation Letter dated June 1, 2022 (the “Consent Solicitation”)), and such consent and approval shall be deemed given upon the Investor’s execution of this Letter Agreement. The Investor, the Company, Goldman Sachs Asset Management, L.P., a Delaware limited partnership (“GSAM”) and MN8 Energy, Inc. (“GSRP Holdings”) are sometimes individually referred to in this Letter Agreement as a “Party” and, collectively, as the “Parties.” Pursuant to the terms of this Letter Agreement, the Parties hereby desire to (i) establish certain additional rights and obligatio
GSRP PORTFOLIO II LLC 3.10% Senior Notes due June 29, 2046 Additional Senior Notes Subordinate Notes NOTE PURCHASE AGREEMENT Dated October 1, 2021Note Purchase Agreement • September 12th, 2022 • MN8 Energy, Inc. • Electric & other services combined • New York
GSRP Portfolio II LLC, a Delaware limited liability company (the “Company”), each Portfolio Holding Company (together with each other Person that becomes a party hereto as a guarantor in accordance with Section 13, collectively, the “Guarantors”, and together with the Company, the “Obligors”) and GSRP Portfolio II HoldCo LLC, a Delaware limited liability company (“Holdings”), agree with each of the purchasers under the caption “INITIAL PURCHASERS” on the signature pages hereof (each, an “Initial Purchaser” and, collectively, the “Initial Purchasers”) and each purchaser that executes and delivers a Supplemental NPA as provided in Section 1.3 (each, together with each Initial Purchaser, a “Purchaser” and, collectively with the Initial Purchasers, the “Purchasers”), MUFG Union Bank, N.A., not in its individual capacity but solely as first lien collateral agent appointed in accordance herewith (together with its successors and assigns in such capacity, the “First Lien Collateral Agent”), M
SECOND AMENDMENT Dated as of November 28, 2018 to REVOLVING CREDIT AGREEMENT Dated as of February 22, 2018Revolving Credit Agreement • February 7th, 2022 • New PubCo Renewable Power Inc. • Electric & other services combined • New York
This SECOND AMENDMENT TO REVOLVING CREDIT AGREEMENT (this “Amendment”), dated as of November 28, 2018, is entered into by and among Goldman Sachs Renewable Power Operating Company LLC (the “Borrower”), Goldman Sachs Renewable Power LLC (the “Guarantor”), HSBC Bank USA, National Association, as the administrative agent under the Credit Agreement (as defined below) (in such capacity, the “Administrative Agent”), letter of credit issuer (the “Letter of Credit Issuer”) and a lender, and the lenders identified on the signature pages hereto (each, a “Lender” and collectively, the “Lenders”).
TRANSITION SERVICES AGREEMENTTransition Services Agreement • June 30th, 2022 • MN8 Energy, Inc. • Electric & other services combined • New York
TRANSITION SERVICES AGREEMENT (this “Agreement”), dated as of [•] (the “Effective Date”), by and among Goldman Sachs Asset Management, L.P., a Delaware limited partnership (“Provider”), Goldman Sachs Renewable Power LLC, a limited liability company organized under the laws of the State of Delaware (“GSRP”), MN8 Energy, Inc., a Delaware corporation (“GSRP Holdings”), Goldman Sachs Renewable Power Operating Company LLC, a Delaware limited liability company (“OpCo” and, together with GSRP and GSRP Holdings, the “Recipients”). Each of the foregoing is sometimes referred to herein individually as a “Party” and collectively as the “Parties”).
FOURTH AMENDMENT Dated as of March 28, 2019 to REVOLVING CREDIT AGREEMENT Dated as of February 22, 2018Revolving Credit Agreement • February 7th, 2022 • New PubCo Renewable Power Inc. • Electric & other services combined • New York
This FOURTH AMENDMENT TO REVOLVING CREDIT AGREEMENT (this “Amendment”), dated as of March 28, 2019, is entered into by and among Goldman Sachs Renewable Power Operating Company LLC (the “Borrower”), Goldman Sachs Renewable Power LLC (the “Guarantor”), HSBC Bank USA, National Association, as the administrative agent under the Credit Agreement (as defined below) (in such capacity, the “Administrative Agent”), letter of credit issuer (the “Letter of Credit Issuer”) and a lender, and the lenders identified on the signature pages hereto (each, a “Lender” and collectively, the “Lenders”).
SEVENTH AMENDMENT Dated as of February 14, 2022 to REVOLVING CREDIT AGREEMENT Dated as of February 22, 2018Revolving Credit Agreement • April 5th, 2023 • MN8 Energy, Inc. • Electric & other services combined • New York
THIS REVOLVING CREDIT AGREEMENT (this “Credit Agreement”) is dated as of February 22, 2018, by and among GOLDMAN SACHS RENEWABLE POWER OPERATING COMPANY LLC, a Delaware limited liability company, as borrower (the “Primary Borrower”; and together with any Qualified Borrowers becoming a party hereto, in each case, as set forth on Schedule I (or any updated version delivered in accordance with the terms hereof), the “Borrowers” and each, a “Borrower”), GOLDMAN SACHS RENEWABLE POWER LLC, a Delaware limited liability company, as guarantor (the “Guarantor”), HSBC BANK USA, NATIONAL ASSOCIATION (“HSBC”), as the Administrative Agent (as hereinafter defined) for the Secured Parties, the Letter of Credit Issuer and as a Lender, and each of the other Persons from time to time party hereto as Lenders (each capitalized term not defined is defined below).
THIRD AMENDMENT Dated as of February 15, 2019 to REVOLVING CREDIT AGREEMENT Dated as of February 22, 2018Revolving Credit Agreement • February 7th, 2022 • New PubCo Renewable Power Inc. • Electric & other services combined • New York
This THIRD AMENDMENT TO REVOLVING CREDIT AGREEMENT (this “Amendment”), dated as of February 15, 2019, is entered into by and among Goldman Sachs Renewable Power Operating Company LLC (the “Borrower”), Goldman Sachs Renewable Power LLC (the “Guarantor”), HSBC Bank USA, National Association (“HSBC”), as the administrative agent under the Credit Agreement (as defined below) (in such capacity, the “Administrative Agent”), letter of credit issuer (the “Letter of Credit Issuer”) and a lender, and the lenders identified on the signature pages hereto (each, a “Lender” and collectively, the “Lenders”).
FOURTH AMENDMENT Dated as of March 28, 2019 to REVOLVING CREDIT AGREEMENT Dated as of February 22, 2018Revolving Credit Agreement • September 12th, 2022 • MN8 Energy, Inc. • Electric & other services combined • New York
This FOURTH AMENDMENT TO REVOLVING CREDIT AGREEMENT (this “Amendment”), dated as of March 28, 2019, is entered into by and among Goldman Sachs Renewable Power Operating Company LLC (the “Borrower”), Goldman Sachs Renewable Power LLC (the “Guarantor”), HSBC Bank USA, National Association, as the administrative agent under the Credit Agreement (as defined below) (in such capacity, the “Administrative Agent”), letter of credit issuer (the “Letter of Credit Issuer”) and a lender, and the lenders identified on the signature pages hereto (each, a “Lender” and collectively, the “Lenders”).
GOLDMAN SACHS RENEWABLE POWER OPERATING COMPANY LLC, as Borrower GOLDMAN SACHS RENEWABLE POWER LLC, as Guarantor REVOLVING CREDIT AGREEMENT HSBC BANK USA, NATIONAL ASSOCIATION, as the Administrative Agent and a Lender February 22, 2018Revolving Credit Agreement • September 12th, 2022 • MN8 Energy, Inc. • Electric & other services combined • New York
THIS REVOLVING CREDIT AGREEMENT (this “Credit Agreement”) is dated as of February 22, 2018, by and among GOLDMAN SACHS RENEWABLE POWER OPERATING COMPANY LLC, a Delaware limited liability company, as borrower (the “Primary Borrower”; and together with any Qualified Borrowers becoming a party hereto, in each case, as set forth on Schedule I (or any updated version delivered in accordance with the terms hereof), the “Borrowers” and each, a “Borrower”), GOLDMAN SACHS RENEWABLE POWER LLC, a Delaware limited liability company, as guarantor (the “Guarantor”), HSBC BANK USA, NATIONAL ASSOCIATION (“HSBC”), as the Administrative Agent (as hereinafter defined) for the Secured Parties and as a Lender, and each of the other Persons from time to time party hereto as Lenders (each capitalized term not defined is defined below).
CONFIDENTIAL TREATMENT REQUESTED PURSUANT TO 17 C.F.R. SECTION 200.83Revolving Credit Agreement • February 7th, 2022 • New PubCo Renewable Power Inc. • Electric & other services combined • New York
THIS REVOLVING CREDIT AGREEMENT (this “Credit Agreement”) is dated as of February 22, 2018, by and among GOLDMAN SACHS RENEWABLE POWER OPERATING COMPANY LLC, a Delaware limited liability company, as borrower (the “Primary Borrower”; and together with any Qualified Borrowers becoming a party hereto, in each case, as set forth on Schedule I (or any updated version delivered in accordance with the terms hereof), the “Borrowers” and each, a “Borrower”), GOLDMAN SACHS RENEWABLE POWER LLC, a Delaware limited liability company, as guarantor (the “Guarantor”), HSBC BANK USA, NATIONAL ASSOCIATION (“HSBC”), as the Administrative Agent (as hereinafter defined) for the Secured Parties and as a Lender, and each of the other Persons from time to time party hereto as Lenders (each capitalized term not defined is defined below).
SECOND AMENDMENT TO CREDIT AGREEMENT AND AMENDMENT TO DEPOSITARY AGREEMENTCredit Agreement • April 5th, 2023 • MN8 Energy, Inc. • Electric & other services combined • New York
This SECOND AMENDMENT TO CREDIT AGREEMENT AND AMENDMENT TO DEPOSITARY AGREEMENT (this “Agreement”), dated as of May 27, 2021, by and among GSRP WAREHOUSE I LLC, a Delaware limited liability company (the “Borrower”), each lender party to the Credit Agreement (collectively, the “Lenders” and individually, a “Lender”), each issuing bank party to the Credit Agreement (in such capacities, collectively the “Issuing Banks” and each an “Issuing Bank”), MUFG BANK, LTD., as administrative agent (in such capacity, together with its successors and assigns, the “Administrative Agent”), and MUFG UNION BANK N.A., as collateral agent (in such capacity, together with its successors and assigns, the “Collateral Agent”) and depositary bank (in such capacity, together with its successors and assigns, the “Depositary Bank”).
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF ASSETCO, LLC Dated as of January 4, 2023Limited Liability Company Agreement • January 6th, 2023 • MN8 Energy, Inc. • Electric & other services combined • New York
This Amended and Restated Limited Liability Company Agreement (this “Agreement”) of AssetCo, LLC, a Delaware limited liability company (the “Company”), is entered into as of January 4, 2023 (the “Effective Date”), by and among the Company, Mercedes-Benz Investment Company, LLC, a Delaware limited liability company (together with its successors and permitted assigns, “MB”), AssetCo Holdings, LLC, a Delaware limited liability company (together with its successors and permitted assigns, “MN8”).
AMENDMENT NO. 1 TO THE AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF GOLDMAN SACHS RENEWABLE POWER OPERATING COMPANY LLCLimited Liability Company Agreement • April 19th, 2022 • MN8 Energy, Inc. • Electric & other services combined • Delaware
This Amendment No. 1 (this “Amendment”) to the Amended and Restated Limited Liability Company Agreement of Goldman Sachs Renewable Power Operating Company LLC (the “Company”), dated February 9, 2018 (as amended or restated, the “LLC Agreement”), is made on May 3, 2019. Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the LLC Agreement.
THIRD AMENDMENT Dated as of February 15, 2019 to REVOLVING CREDIT AGREEMENT Dated as of February 22, 2018Revolving Credit Agreement • September 12th, 2022 • MN8 Energy, Inc. • Electric & other services combined • New York
This THIRD AMENDMENT TO REVOLVING CREDIT AGREEMENT (this “Amendment”), dated as of February 15, 2019, is entered into by and among Goldman Sachs Renewable Power Operating Company LLC (the “Borrower”), Goldman Sachs Renewable Power LLC (the “Guarantor”), HSBC Bank USA, National Association (“HSBC”), as the administrative agent under the Credit Agreement (as defined below) (in such capacity, the “Administrative Agent”), letter of credit issuer (the “Letter of Credit Issuer”) and a lender, and the lenders identified on the signature pages hereto (each, a “Lender” and collectively, the “Lenders”).
FORM OF MN8 ENERGY, INC. EXECUTIVE SEVERANCE PLAN PARTICIPATION AGREEMENTMN8 Energy, Inc. • September 12th, 2022 • Electric & other services combined
We are pleased to inform you that you have been designated as eligible to participate in the MN8 Energy, Inc. Executive Severance Plan (as it may be amended from time to time, the “Plan”) [as a Tier [1 // 2 // 3] Executive]. Pursuant to your participation in the Plan, you are eligible to receive certain payments upon a Qualifying Termination or a CIC Qualifying Termination.
THIRD AMENDMENT TO CREDIT AGREEMENTCredit Agreement • April 5th, 2023 • MN8 Energy, Inc. • Electric & other services combined • New York
This THIRD AMENDMENT TO CREDIT AGREEMENT (this “Agreement”), dated as of August 4, 2022, by and among GSRP WAREHOUSE I LLC, a Delaware limited liability company (the “Borrower”), each lender party to the Credit Agreement (collectively, the “Lenders” and individually, a “Lender”) and MUFG BANK, LTD., as administrative agent (in such capacity, together with its successors and assigns, the “Administrative Agent”).
FOURTH AMENDMENT AND WAIVER NUMBER 3 TO CREDIT AGREEMENTCredit Agreement • April 5th, 2023 • MN8 Energy, Inc. • Electric & other services combined • New York
This FOURTH AMENDMENT AND WAIVER NUMBER 3 TO CREDIT AGREEMENT (this “Agreement”), dated as of September 16, 2022, is by and among GSRP WAREHOUSE I LLC, a Delaware limited liability company (the “Borrower”), each lender party to the Credit Agreement (collectively, the “Lenders” and individually, a “Lender”), each issuing bank party to the Credit Agreement (in such capacities, collectively the “Issuing Banks” and each an “Issuing Bank”) and MUFG BANK, LTD., as administrative agent (in such capacity, together with its successors and assigns, the “Administrative Agent”).
SECOND AMENDMENT Dated as of November 28, 2018 to REVOLVING CREDIT AGREEMENT Dated as of February 22, 2018Revolving Credit Agreement • September 12th, 2022 • MN8 Energy, Inc. • Electric & other services combined • New York
This SECOND AMENDMENT TO REVOLVING CREDIT AGREEMENT (this “Amendment”), dated as of November 28, 2018, is entered into by and among Goldman Sachs Renewable Power Operating Company LLC (the “Borrower”), Goldman Sachs Renewable Power LLC (the “Guarantor”), HSBC Bank USA, National Association, as the administrative agent under the Credit Agreement (as defined below) (in such capacity, the “Administrative Agent”), letter of credit issuer (the “Letter of Credit Issuer”) and a lender, and the lenders identified on the signature pages hereto (each, a “Lender” and collectively, the “Lenders”).
Goldman Sachs Renewable Power LLC Second Amended and Restated Limited Liability Company Agreement Dated [], 2022Limited Liability Company Agreement • June 30th, 2022 • MN8 Energy, Inc. • Electric & other services combined • Delaware
THIS SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of Goldman Sachs Renewable Power LLC (the “Company”) is made and entered into as of __, 2022 (the “Effective Date”), by and among Goldman Sachs RP Holdings LLC (the “GS Member”) and the Persons who have subscribed hereto as Members. This Agreement shall constitute the “limited liability company agreement” of the Company, as defined in the Delaware Limited Liability Company Act (6 Del. C. §18-101, et seq.), as amended from time to time (the “Delaware Act” or the “Act”).
AMENDMENT AND WAIVER TO CREDIT AGREEMENTAnd Waiver to Credit Agreement • April 5th, 2023 • MN8 Energy, Inc. • Electric & other services combined • New York
This AMENDMENT AND WAIVER TO CREDIT AGREEMENT (this “Agreement”), dated as of May 12, 2021, by and among GSRP WAREHOUSE I LLC, a Delaware limited liability company (the “Borrower”), each lender party to the Credit Agreement (collectively, the “Lenders” and individually, a “Lender”), each issuing bank party to the Credit Agreement (in such capacities, collectively the “Issuing Banks” and each an “Issuing Bank”), MUFG BANK, LTD., as administrative agent (in such capacity, together with its successors and assigns, the “Administrative Agent”), and MUFG UNION BANK N.A., as collateral agent (in such capacity, together with its successors and assigns, the “Collateral Agent”) and depositary bank (in such capacity, together with its successors and assigns, the “Depositary Bank”).
