RE: Continuing Agreement for Letters of Credit (the “Agreement”)Intercreditor Agreement • March 7th, 2018 • TerraForm Power, Inc. • Electric services • New York
In consideration of TERP Spanish HoldCo, S.L.’s (the “Applicant”) request that Natixis, New York Branch (“Issuer”) issue (at Issuer’s option and sole discretion) from time to time one or more irrevocable standby letters of credit (hereinafter, together with any amendments thereto, referred to as the “Credits”) following a request from the Applicant in accordance with the terms hereof, the parties hereto hereby undertake as follows:
TERRAFORM POWER, INC. 7550 Wisconsin Avenue Bethesda, Maryland 20814 United States of AmericaTerraForm Power, Inc. • March 7th, 2018 • Electric services • New York
Reference is made to that certain Agreement for Bank Guarantee, dated as of March 6, 2018 (as amended, modified, supplemented and in effect from time to time, the “Bank Guarantee” or “Bank Guarantee Agreement”), entered into concurrently with the execution and delivery of this letter agreement (this “Agreement”), by TERP Spanish HoldCo, S.L. (the “Applicant”) and Banco Santander, S.A. (the “Aval Provider”), pursuant to which the Aval Provider has agreed to guarantee the obligations of the Applicant in respect of the full payment of the cash consideration under the Applicant’s takeover bid (the “Offer”) which has been launched for all of the outstanding shares of Saeta Yield, S.A. (“SAY”) vis-à-vis the Comisión Nacional del Mercado de Valores or “Sociedad de Gestión de los Sistemas de Registro, Compensación y Liquidación de Valores, S.A. Unipersonal”, as the entity responsible for the Spanish clearing and settlement system, and for the benefit of the SAY shareholders accepting the Offer
March 6, 2018TerraForm Power, Inc. • March 7th, 2018 • Electric services • New York
Reference is made to that certain Continuing Agreement for Letters of Credit, dated as of March 6, 2018 (as amended, modified, supplemented and in effect from time to time, the “LC Agreement”), entered into concurrently with the execution and delivery of this letter agreement (this “Agreement”), by TERP Spanish HoldCo, S.L. (the “Applicant”) and Natixis, New York Branch (the “Issuing Bank”), pursuant to which the Issuing Bank has agreed to provide Credits to be used by Applicant to secure the Applicant’s obligation of full payment of the cash consideration under the Applicant’s takeover bid (the “Offer”) which has been launched for all of the outstanding shares of Saeta Yield, S.A. (“SAY”) vis-à-vis the Comisión Nacional del Mercado de Valores or the “Sociedad de Gestión de los Sistemas de Registro, Compensación y Liquidación de Valores, S.A. Unipersonal”, as the entity responsible for the Spanish clearing and settlement system, and for the benefit of the SAY shareholders accepting the
Re: Agreement for Bank Guarantee (the “Agreement”)Intercreditor Agreement • March 7th, 2018 • TerraForm Power, Inc. • Electric services
In consideration of TERP Spanish HoldCo, S.L.’s (the “Applicant”) request that Banco Santander, S.A. (the “Aval Provider”) issue a bank guarantee, in the form attached hereto as Exhibit I (the “Bank Guarantee”), in accordance with the terms hereof, the parties hereto hereby undertake as follows:
