FIRST AMENDMENT AND WAIVER TO RIGHT OF FIRST OFFER AGREEMENTFirst Offer Agreement • October 3rd, 2016 • 8point3 Energy Partners LP • Electric services
This First Amendment and Waiver to the Right of First Offer Agreement, dated as of September 30, 2016 (this “Waiver Agreement”), is made and entered into by and between 8point3 Operating Company, LLC, a Delaware limited liability company (the “Operating Company”), and SunPower Corporation, a Delaware corporation (the “Sponsor”).
FIRST AMENDMENT TO PURCHASE, SALE AND CONTRIBUTION AGREEMENTPurchase, Sale and Contribution Agreement • October 3rd, 2016 • 8point3 Energy Partners LP • Electric services
THIS FIRST AMENDMENT TO PURCHASE, SALE AND CONTRIBUTION AGREEMENT (the “Amendment”), dated as of September 28, 2016 (the “Execution Date”), by and between 8point3 Operating Company, LLC, a Delaware limited liability company (the “Purchaser”) and SunPower Corporation, a Delaware corporation (“Parent” and, together with Purchaser, each a “Party” and collectively, the “Parties”). All capitalized terms used but not defined herein shall have the meanings ascribed thereto in the Agreement (as defined below).
AMENDMENT NO. 3 TO AMENDED AND RESTATED OMNIBUS AGREEMENTOmnibus Agreement • October 3rd, 2016 • 8point3 Energy Partners LP • Electric services
This AMENDMENT NO. 3 TO AMENDED AND RESTATED OMNIBUS AGREEMENT (this “Amendment”), dated as of September 29, 2016, is made and entered into among 8point3 Operating Company, LLC, a Delaware limited liability company (the “Operating Company”), 8point3 General Partner, LLC, a Delaware limited liability company (the “YieldCo General Partner”), 8point3 Holding Company, LLC, a Delaware limited liability company (“Holdings”), 8point3 Energy Partners LP, a Delaware limited partnership (the “Partnership”), First Solar, Inc., a Delaware corporation (“First Solar”) and SunPower Corporation, a Delaware corporation (“SunPower” and, together with First Solar, each a “Sponsor” and collectively, the “Sponsors”). The above-named entities are sometimes referred to in this Amendment as a “Party” and collectively as the “Parties.”
second AMENDMENT and incremental joinder agreementIncremental Joinder Agreement • October 3rd, 2016 • 8point3 Energy Partners LP • Electric services • New York
this second amendment and Incremental JOINDER AGREEMENT (this “Agreement”) is dated as of September 30, 2016 and is entered into by and among 8POINT3 OPERATING COMPANY, LLC, a Delaware limited liability company (“Borrower”), 8POINT3 ENERGY PARTNERS LP, a Delaware limited partnership (“Partnership”), certain Subsidiaries of Borrower, as Guarantors, Credit Agricole Corporate and Investment Bank (“Credit Agricole CIB”), as Administrative Agent (in such capacity, the “Administrative Agent”), and the Lenders and New Term Loan Lenders party hereto, and is made with reference to that certain Credit and Guaranty Agreement dated as of June 5, 2015, as amended by that certain First Amendment and Consent to Credit and Guaranty Agreement, dated as of April 6, 2016 (as so amended and as further amended, amended and restated, supplemented or otherwise modified through the date hereof, the “Credit Agreement”) by and among Borrower, the Partnership, the Subsidiaries of Borrower named therein, the Lend
