Class A Common Stock EQUITY UNDERWRITING AGREEMENTEquity Underwriting Agreement • October 8th, 2019 • TerraForm Power, Inc. • Electric services • New York
JOINDER AND AMENDMENT NO. 4 TO CREDIT AND GUARANTY AGREEMENTCredit and Guaranty Agreement • October 8th, 2019 • TerraForm Power, Inc. • Electric services • New York
JOINDER AND AMENDMENT NO. 4, dated as of October 8, 2019 (this “Amendment”), by and among TERRAFORM POWER OPERATING, LLC a Delaware limited liability company (the “Borrower”), TERRAFORM POWER, LLC, a Delaware limited liability company (“Holdings”), CERTAIN SUBSIDIARIES OF BORROWER, as Guarantors, and HSBC BANK USA, NATIONAL ASSOCIATION, as Administrative Agent (together with its permitted successors in such capacity, the “Administrative Agent”) and as Collateral Agent (together with its permitted successors in such capacity, the “Collateral Agent”), HSBC BANK CANADA, BANK OF MONTREAL, THE BANK OF NOVA SCOTIA, NATIXIS SECURITIES AMERICAS LLC, RBC CAPITAL MARKETS1 and SUMITOMO MITSUI BANKING CORPORATION, as joint lead arrangers and joint bookrunners (the “Arrangers”), each Lender and Issuing Bank under the Credit Agreement (as defined below) immediately prior to the occurrence of the Amendment No. 4 Effective Date (as defined below) (each such Lender, an “Existing Lender”) and CITIBANK,
TERRAFORM POWER, INC. CLASS A COMMON STOCK PURCHASE AGREEMENTCommon Stock Purchase Agreement • October 8th, 2019 • TerraForm Power, Inc. • Electric services • New York
This Class A Common Stock Purchase Agreement (the “Agreement”) is made as of October 8, 2019, by and between TerraForm Power, Inc., a Delaware corporation (the “Company”), and BBHC Orion Holdco L.P., an Ontario corporation (the “Investor”). On the terms set forth in this Agreement, the Company desires to sell to the Investor, and the Investor desires to purchase from the Company, shares of Class A common stock of the Company, par value $0.01 per share (the “Common Stock”). In consideration of the premises and mutual covenants herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
