AMENDED AND RESTATED PURCHASE, USE AND MAINTENANCE AGREEMENT between BLOOM ENERGY CORPORATION as Seller and 2015 ESA PROJECT COMPANY, LLC as Buyer dated as of June 25, 2015Purchase, Use and Maintenance Agreement • August 12th, 2016 • Bloom Energy Corp • Electrical industrial apparatus • New York
This AMENDED AND RESTATED PURCHASE, USE AND MAINTENANCE AGREEMENT (this “Agreement”), dated as of June 25, 2015 (the “Agreement Date”), is entered into by and between BLOOM ENERGY CORPORATION, a Delaware corporation (“Seller”), and 2015 ESA PROJECT COMPANY, LLC, a Delaware limited liability company (“Buyer”). Seller and Buyer are referred to in this Agreement individually, as a “Party” and, collectively, as the “Parties”.
MASTER ENERGY SERVER PURCHASE AGREEMENT between BLOOM ENERGY CORPORATION as Seller and DIAMOND STATE GENERATION PARTNERS, LLC as Buyer dated as of April 13, 2012Master Energy Server Purchase Agreement • August 12th, 2016 • Bloom Energy Corp • Electrical industrial apparatus • New York
This MASTER ENERGY SERVER PURCHASE AGREEMENT (this “Agreement”), dated as of April 13, 2012 (the “Agreement Date”), is entered into by and between BLOOM ENERGY CORPORATION, a Delaware corporation (“Seller”), and DIAMOND STATE GENERATION PARTNERS, LLC, a Delaware limited liability company (“Buyer”). Seller and Buyer are referred to in this Agreement individually, as a “Party” and, collectively, as the “Parties”.
EQUITY CONTRIBUTION AGREEMENT Dated as of March 20, 2013 by and among BLOOM ENERGY CORPORATION, as the Contributor, DIAMOND STATE GENERATION PARTNERS, LLC, as the Company and DEUTSCHE BANK TRUST COMPANY AMERICAS, as the Collateral AgentEquity Contribution Agreement • August 12th, 2016 • Bloom Energy Corp • Electrical industrial apparatus • New York
This EQUITY CONTRIBUTION AGREEMENT (this “Agreement”), dated as of March 20, 2013, is entered into by and among BLOOM ENERGY CORPORATION, a Delaware corporation (the “Contributor”), DIAMOND STATE GENERATION PARTNERS, LLC, a Delaware limited liability company (the “Company”) and DEUTSCHE BANK TRUST COMPANY AMERICAS, as the Collateral Agent under the Collateral Agency Agreement referenced below (in such capacity, together with any successor Collateral Agent appointed pursuant to the Collateral Agency Agreement, the “Collateral Agent”). Capitalized terms used in this Agreement are defined as set forth in Section 1.1.
a Delaware Limited Liability Company AMENDED AND RESTATED OPERATING AGREEMENT Dated as of September 24, 2014Operating Agreement • August 12th, 2016 • Bloom Energy Corp • Electrical industrial apparatus • Delaware
THIS AMENDED AND RESTATED OPERATING AGREEMENT, dated as of September 24, 2014, is made and entered into by and among EXELON GENERATION COMPANY, LLC, a Pennsylvania limited liability company (together with its permitted successors and assigns, the “Class A Equity Investor”), as the Class A Member, and CLEAN TECHNOLOGIES 2014, LLC, a Delaware limited liability company (the “Class B Equity Investor”), as the Class B Member.
MASTER OPERATION AND MAINTENANCE AGREEMENT by and between DIAMOND STATE GENERATION PARTNERS, LLC and BLOOM ENERGY CORPORATION dated as of April 13, 2012And Maintenance Agreement • August 12th, 2016 • Bloom Energy Corp • Electrical industrial apparatus • New York
This MASTER OPERATION AND MAINTENANCE AGREEMENT (this “Agreement”), dated as of April 13, 2012, between BLOOM ENERGY CORPORATION, a Delaware corporation (“BE” or, in its capacity as operator hereunder, “Operator”), and DIAMOND STATE GENERATION PARTNERS, LLC, a Delaware limited liability company (“Owner”) (each, a “Party”, and together, the “Parties”), covers (i) the Portfolio of on-site solid oxide fuel cell power generating systems capable of being powered by renewable fuels, having an aggregate Nameplate Capacity of up to 30 MW (each a “Bloom System”, and together the “Bloom Systems”) and (ii) the BOF installed by BE pursuant to the MESPA, in each case to the extent set forth herein.
SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF DIAMOND STATE GENERATION HOLDINGS, LLC dated as of March 20, 2013Limited Liability Company Agreement • August 12th, 2016 • Bloom Energy Corp • Electrical industrial apparatus • Delaware
Second Amended and Restated Limited Liability Company Agreement of Diamond State Generation Holdings, LLC, a Delaware limited liability company (the “Company”), dated as of March 20, 2013 by and among Clean Technologies II, LLC, a Delaware limited liability company (“Clean Technologies”) and Mehetia Inc., a Delaware corporation (“Mehetia”).
NASA AMES RESEARCH CENTER ENHANCED USE LEASE Basic Lease InformationLease • August 12th, 2016 • Bloom Energy Corp • Electrical industrial apparatus • California
This Environmental Issues Management Plan (“EIMP”) provides a decision framework for the management of residual chemicals in soil and groundwater at the Site during development. The EIMP is intended to describe procedures to address the known remaining environmental conditions at the Site, as well as contingency actions to be taken in the event that previously unknown environmental conditions are encountered during development of the NRP. The EIMP will be provided to the U.S. Environmental Protection Agency (“U.S. EPA”) and the California Regional Water Quality Control Board, San Francisco Bay Region (“RWQCB”) as lead agencies for the Site, and other involved regulatory agencies with oversight authority to obtain regulatory approval of the measures to be taken during Site development to address Site environmental conditions. By obtaining regulatory pre-approval of procedures to be followed if impacted soil and groundwater are encountered during Site development activities, the potentia
DIAMOND STATE GENERATION PARTNERS, LLC 5.22% Senior Secured Notes due March 30, 2025 NOTE PURCHASE AGREEMENT Dated March 20, 2013Note Purchase Agreement • August 12th, 2016 • Bloom Energy Corp • Electrical industrial apparatus • New York
Diamond State Generation Partners, LLC, a Delaware limited liability company (the “Company”), agrees with each of the Purchasers as follows:
GUARANTYContribution Agreement • August 12th, 2016 • Bloom Energy Corp • Electrical industrial apparatus • New York
GUARANTY (this “Guaranty”) dated as of March 16, 2012 by Bloom Energy Corporation, a Delaware corporation (the “Guarantor”), in favor of Mehetia Inc., a Delaware corporation (the “Guaranteed Party”).
EQUITY CAPITAL CONTRIBUTION AGREEMENT by and between CLEAN TECHNOLOGIES 2015, LLC and June 25, 2015Equity Capital Contribution Agreement • August 12th, 2016 • Bloom Energy Corp • Electrical industrial apparatus • New York
EQUITY CAPITAL CONTRIBUTION AGREEMENT by and among CLEAN TECHNOLOGIES 2014, LLC and EXELON GENERATION COMPANY, LLC JULY 18, 2014Equity Capital Contribution Agreement • August 12th, 2016 • Bloom Energy Corp • Electrical industrial apparatus • New York
This EQUITY CAPITAL CONTRIBUTION AGREEMENT (the “Agreement”) dated as of July 18, 2014 (the “Execution Date”) entered into by and among Clean Technologies 2014, LLC, a Delaware limited liability company (the “Bloom Member”), on the one hand, and Exelon Generation Company, LLC, a Pennsylvania limited liability company (together with its permitted successors and assigns, the “Investor”), on the other hand.
CREDIT AGREEMENT among 2015 ESA PROJECT COMPANY, LLC, as Borrower, THE LENDERS REFERRED TO HEREIN, CRÉDIT AGRICOLE CORPORATE AND INVESTMENT BANK, as Issuing Bank, Syndication Agent, Coordinating Lead Arranger and Sole Bookrunner, KEYBANK NATIONAL...Credit Agreement • August 12th, 2016 • Bloom Energy Corp • Electrical industrial apparatus • New York
[***] Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.
AMENDMENT NO. 1 NOTE PURCHASE AGREEMENTNote Purchase Agreement • August 12th, 2016 • Bloom Energy Corp • Electrical industrial apparatus • New York
This AMENDMENT NO. 1 TO NOTE PURCHASE AGREEMENT (this “Amendment”), is entered into effective as of March 16, 2015 by and among 2014 ESA Project Company, LLC, a Delaware limited liability company (the “Company”), and each of the undersigned Holders of Notes. Capitalized terms used and not otherwise defined herein have the meanings given to them in the Note Purchase Agreement (as defined below). All Section references, unless otherwise indicated, shall be references to Sections of the Note Purchase Agreement and the rules of interpretation set forth in the Note Purchase Agreement apply as if set forth herein.
GUARANTYGuaranty • August 12th, 2016 • Bloom Energy Corp • Electrical industrial apparatus • New York
GUARANTY (this “Guaranty”) dated as of July 18, 2014, by Bloom Energy Corporation, a Delaware corporation (the “Guarantor”), in favor of Exelon Generation Company, LLC, a Pennsylvania limited liability company, together with each of its successors, permitted assigns or permitted transferees, the “Guaranteed Party”.
OMNIBUS FIRST AMENDMENT TO MESPA, MOMA AND ASABloom Energy Corp • August 12th, 2016 • Electrical industrial apparatus • New York
THIS OMNIBUS FIRST AMENDMENT TO MESPA, MOMA AND ASA (this “Amendment”), is executed as of March 20, 2013, by and among Bloom Energy Corporation, a Delaware corporation (“Bloom”), Diamond State Generation Partners, LLC, a Delaware limited liability company (the “Project Company”), and Diamond State Generation Holdings, LLC, a Delaware limited liability company (“Holdco”). Each of the foregoing entities shall be referred to individually herein as a “Party” and collectively as the “Parties”.
AMENDMENT NO. 2 EQUITY CAPITAL CONTRIBUTION AGREEMENTNote Purchase Agreement • August 12th, 2016 • Bloom Energy Corp • Electrical industrial apparatus • New York
This AMENDMENT NO. 2 TO EQUITY CAPITAL CONTRIBUTION AGREEMENT (this “Amendment”), is entered into effective as of September 30, 2015 (“Effective Date”) by and between Clean Technologies 2014, LLC, a Delaware limited liability company (the “Clean Technologies”) Exelon Generation Company, LLC (“Exelon”, and together with Clean Technologies, the “Parties”). Capitalized terms used and not otherwise defined herein have the meanings given to them in the ECCA (as defined below). All Section references, unless otherwise indicated, shall be references to Sections of the ECCA and the rules of interpretation set forth in the ECCA apply as if set forth herein.
AMENDMENT NO. 2 NOTE PURCHASE AGREEMENTNote Purchase Agreement • August 12th, 2016 • Bloom Energy Corp • Electrical industrial apparatus • New York
This AMENDMENT NO. 2 TO NOTE PURCHASE AGREEMENT (this “Amendment”), is entered into effective as of September 25, 2015 by and among 2014 ESA Project Company, LLC, a Delaware limited liability company (the “Company”), and each of the undersigned Holders of Notes. Capitalized terms used and not otherwise defined herein have the meanings given to them in the Note Purchase Agreement (as defined below). All Section references, unless otherwise indicated, shall be references to Sections of the Note Purchase Agreement and the rules of interpretation set forth in the Note Purchase Agreement apply as if set forth herein.
AMENDMENT NO. 1 EQUITY CAPITAL CONTRIBUTION AGREEMENTEquity Capital Contribution Agreement • August 12th, 2016 • Bloom Energy Corp • Electrical industrial apparatus • New York
This AMENDMENT NO. 1 TO EQUITY CAPITAL CONTRIBUTION AGREEMENT (this “Amendment”), is entered into effective as of November 19, 2015 (“Effective Date”) by and between Clean Technologies 2015, LLC, a Delaware limited liability company (the “Clean Technologies”) and 2015 ESA InvestCo, LLC (“InvestCo”, and together with Clean Technologies, the “Parties”). Capitalized terms used and not otherwise defined herein have the meanings given to them in the ECCA (as defined below). All Section references, unless otherwise indicated, shall be references to Sections of the ECCA and the rules of interpretation set forth in the ECCA apply as if set forth herein.
FIRST AMENDMENT TO EQUITY CAPITAL CONTRIBUTION AGREEMENTEquity Capital Contribution Agreement • August 12th, 2016 • Bloom Energy Corp • Electrical industrial apparatus • New York
THIS FIRST AMENDMENT TO EQUITY CAPITAL CONTRIBUTION AGREEMENT (this “Amendment”), is effective as of March 16, 2015, by and between Exelon Generation Company, LLC, a Pennsylvania limited liability company (together with its permitted successors and assigns, the “Investor”), and Clean Technologies 2014, LLC, a Delaware limited liability company (the “Bloom Member”). The Investor and the Bloom Member shall be referred to individually herein as a “Party” and collectively as the “Parties”. Capitalized terms used herein and not otherwise defined have the meanings provided in the Equity Capital Contribution Agreement, dated as of July 18, 2014, by and between the Parties (the “ECCA”).
AMENDMENT NO. 3 NOTE PURCHASE AGREEMENT AND CONSENTNote Purchase Agreement • August 12th, 2016 • Bloom Energy Corp • Electrical industrial apparatus • New York
This AMENDMENT NO. 3 TO NOTE PURCHASE AGREEMENT AND CONSENT (this “Amendment”), is entered into effective as of March 14, 2016 by and among 2014 ESA Project Company, LLC, a Delaware limited liability company (the “Company”), Deutsche Bank Trust Company Americas, acting in its capacity as the collateral agent (together with its successors and permitted assigns in such capacity, the “Collateral Agent”) for the benefit of the Secured Parties, and each of the undersigned Holders of Notes. Capitalized terms used and not otherwise defined herein have the meanings given to them in the Note Purchase Agreement (as defined below). All Section references, unless otherwise indicated, shall be references to Sections of the Note Purchase Agreement and the rules of interpretation set forth in the Note Purchase Agreement apply as if set forth herein.
2015 ESA HOLDCO, LLC a Delaware Limited Liability Company AMENDED AND RESTATED OPERATING AGREEMENT Dated as of June 25, 2015Operating Agreement • August 12th, 2016 • Bloom Energy Corp • Electrical industrial apparatus • Delaware
THIS AMENDED AND RESTATED OPERATING AGREEMENT, dated as of June 25, 2015, is made and entered into by and among 2015 ESA Investco, LLC, a Delaware limited liability company (together with its permitted successors and assigns, the “Class A Equity Investor”), as the Class A Member, and CLEAN TECHNOLOGIES 2015, LLC, a Delaware limited liability company (the “Class B Equity Investor”), as the Class B Member.
