CONFIDENTIAL November 20, 2018Pattern Funding Date Guaranty • November 27th, 2018 • Pattern Energy Group Inc. • Electric services • New York
Reference is made to (i) the Purchase and Sale Agreement dated November 20, 2018 (the “Purchase and Sale Agreement”) entered into by Pattern Energy Group 2 LP, a Delaware limited partnership, Pattern Energy Group Inc., a Delaware corporation (“Pattern”), and Vertuous Energy LLC, a Delaware limited liability company (“Buyer”) with respect to the acquisition (the “Acquisition”) by Buyer of indirect membership interests in Stillwater New Energy Holdings LLC, a Delaware limited liability company (the “Company”); (ii) the Guarantee dated as of the date hereof, by Pattern for the benefit of certain members of the Company identified in the Guarantee (the “Beneficiary”), of certain obligations of Stillwater New B Member LLC, a Delaware limited liability company and an indirect subsidiary of Pattern (the “Class B Member”), owed to the Beneficiary (the “Guaranteed Obligations”) (the “Guarantee”); (iii) the Amended and Restated Limited Liability Company Agreement of the Company, dated as of the d
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENTLimited Liability Company Agreement • November 27th, 2018 • Pattern Energy Group Inc. • Electric services • New York
This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of Stillwater New B Member LLC (the “Company”), dated as of November 20, 2018 (the “Effective Date”), is adopted, executed and agreed to, for good and valuable consideration, by the Members (as defined herein).
PURCHASE AND SALE AGREEMENT by and amongPurchase and Sale Agreement • November 27th, 2018 • Pattern Energy Group Inc. • Electric services
THIS PURCHASE AND SALE AGREEMENT (this “Agreement”), dated as of November 20, 2018, is made by and among Pattern Energy Group Inc., a Delaware corporation (“PEGI”), Vertuous Energy LLC, a Delaware limited liability company (“PSP,” each of PSP and PEGI, a “Purchaser,” and together, “Purchasers”), and Pattern Energy Group 2 LP, a Delaware limited partnership (“Seller”). Capitalized terms used in this Agreement shall have the respective meanings specified in Appendix A-1 attached hereto.
