TERRAFORM GLOBAL, INC. REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 6th, 2015 • Terraform Global, Inc. • Electric services • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of August 5, 2015, between TerraForm Global, Inc., a Delaware corporation (the “Company”), and SunEdison, Inc., a Delaware corporation (“SunEdison”). 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”).
CREDIT AND GUARANTY AGREEMENT dated as of August 5, 2015 among TERRAFORM GLOBAL OPERATING, LLC, as Borrower, TERRAFORM GLOBAL, LLC, as a Guarantor, VARIOUS LENDERS, GOLDMAN SACHS BANK USA, as Administrative Agent, Collateral Agent, Joint Lead Arranger...Credit and Guaranty Agreement • August 6th, 2015 • Terraform Global, Inc. • Electric services • New York
This CREDIT AND GUARANTY AGREEMENT, dated as of August 5, 2015, is entered into by and among TERRAFORM GLOBAL OPERATING, LLC, a Delaware limited liability company (“Borrower”), TERRAFORM GLOBAL, LLC, a Delaware limited liability company (“Holdings”), the Lenders party hereto from time to time, GOLDMAN SACHS BANK USA (“Goldman Sachs”), 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”), J.P. MORGAN SECURITIES LLC (“JPMorgan Securities”) and BARCLAYS BANK PLC (“Barclays”), as Co-Syndication Agents (in such capacity, “Syndication Agents”), CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, SOCIÉTÉ GÉNÉRALE AND SUMITOMO MITSUI BANKING CORPORATION, as Co-Documentation Agents (in such capacity, “Documentation Agents”) and GOLDMAN SACHS, JPMORGAN SECURITIES, BARCLAYS, CITIGROUP GLOBAL MARKETS INC. (“Citigroup”), MORGAN STANLEY SENIOR FUNDING, INC.
TERRAFORM GLOBAL OPERATING, LLC AND THE GUARANTOR PARTY HERETO 9.75% SENIOR NOTES DUE 2022 INDENTURE Dated as of August 5, 2015 U.S. Bank National Association TrusteeIndenture • August 6th, 2015 • Terraform Global, Inc. • Electric services • New York
INDENTURE dated as of August 5, 2015 among TerraForm Global Operating, LLC, a Delaware limited liability company, the Guarantors (as defined) and U.S. Bank National Association U.S., as trustee.
FOURTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT TERRAFORM GLOBAL, LLC Dated and effective as of August 5, 2015Limited Liability Company Agreement • August 6th, 2015 • Terraform Global, Inc. • Electric services • Delaware
This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of TerraForm Global, LLC, a Delaware limited liability company (the “Company”), dated and effective as of August 5, 2015 (the “Effective Date”), is made by and among the Members (as defined herein).
REPOWERING SERVICES AGREEMENTRepowering Services Agreement • August 6th, 2015 • Terraform Global, Inc. • Electric services • New York
THIS AGREEMENT is made as of the August 5, 2015, by and among TerraForm Global, Inc., a Delaware corporation (“Global”), TerraForm Global, LLC, a Delaware limited liability company (“Global LLC”), TerraForm Global Operating LLC, a Delaware limited liability company (“Global 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 Global’s Class A Common Stock on the date first above written.
PROJECT INVESTMENT AGREEMENTProject Investment Agreement • August 6th, 2015 • Terraform Global, Inc. • Electric services • New York
THIS PROJECT INVESTMENT AGREEMENT (this “Agreement”) is made as of August 5, 2015 (the “Effective Date”), by and among TerraForm Global, Inc., a Delaware corporation (“GLBL”), and SunEdison, Inc., a Delaware corporation (“SunEdison”).
EXCHANGE AGREEMENTExchange Agreement • August 6th, 2015 • Terraform Global, Inc. • Electric services • Delaware
This EXCHANGE AGREEMENT (this “Agreement”), dated as of August 5, 2015, is made by and among TerraForm Global, Inc., a Delaware corporation (the “Corporation”), TerraForm Global, LLC, a Delaware limited liability company (“Global 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 “Global LLC Unitholders”).
INTEREST PAYMENT AGREEMENTInterest Payment Agreement • August 6th, 2015 • Terraform Global, Inc. • Electric services • New York
THIS INTEREST PAYMENT AGREEMENT (this “Agreement”) is made as of the August 5, 2015 (the “Effective Date”), by and among TerraForm Global, LLC (“Global LLC”), a Delaware limited liability company, TerraFrom Global Operating LLC (“Global Operating”), a Delaware limited liability company and SunEdison, Inc., a Delaware corporation (“SunEdison”), and SunEdison Holdings Corporation, a Delaware corporation (“SunEdison Holdings”).
SUPPORT AGREEMENTSupport Agreement • August 6th, 2015 • Terraform Global, Inc. • Electric services • New York
THIS SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of August 5, 2015 by and between SunEdison, Inc., a Delaware corporation (“SunEdison”), and TerraForm Global, LLC, a Delaware limited liability company (“Global LLC”). SunEdison and Global LLC are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 6th, 2015 • Terraform Global, Inc. • Electric services • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of August 5, 2015, by and among TerraForm Global, Inc., a Delaware corporation (the “Company”), and the Persons listed on the Schedule of Investors attached hereto (each, an “Investor” and, collectively, the “Investors”). Unless otherwise provided in this Agreement, capitalized terms used herein shall have the meanings set forth in Section 5 hereof.
TERRAFORM GLOBAL, INC., TERRAFORM GLOBAL, LLC and TERRAFORM GLOBAL OPERATING, LLC and SUNEDISON, INC. as Manager MANAGEMENT SERVICES AGREEMENTManagement Services Agreement • August 6th, 2015 • Terraform Global, Inc. • Electric services • New York
