EXHIBIT 10.1
FOURTH SUPPLEMENTAL INDENTURE
SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of August
29, 2016, among TerraForm Power Operating, LLC, a Delaware limited liability company (the
“Issuer”), the Guarantors (as defined in the Indenture referred to below) party hereto and U.S.
Bank National Association, as trustee under the Indenture referred to below (the “Trustee”).
WITNESSETH
WHEREAS, the Issuer has heretofore executed and delivered to the Trustee an indenture,
dated as of January 28, 2015, as supplemented by the first supplemental indenture, dated as of
June 11, 2015, the second supplemental indenture, dated as of October 2, 2015, and the third
supplemental indenture, dated as of March 30, 2016 (as so supplemented, the “Indenture”),
providing for the issuance of 5.875% Senior Notes due 2023 (the “Notes”);
WHEREAS, under Section 9.01 of the Indenture, without the consent of any Holder, the
Issuer, the Guarantors and the Trustee may amend or supplement the Indenture, the Notes or the
Note Guarantees to, among other things, (i) cure any ambiguity, mistake, defect or inconsistency
or (ii) make any change that would provide any additional rights or benefits to the Holders or
that does not adversely affect the legal rights hereunder of any Holder;
WHEREAS, under Section 9.02 of the Indenture, subject to certain exceptions, the Issuer
and the Trustee may amend or supplement the Indenture, the Notes and the Note Guarantees,
with the consent of the Holders of at least a majority in aggregate principal amount of the then
outstanding Notes;
WHEREAS, on or prior to the date hereof, the Holders of at least a majority in aggregate
principal amount of the then outstanding Notes have consented to certain amendments to the
Indenture, as set forth in Article I herein, pursuant to a consent solicitation as contemplated by
the Consent Solicitation Statement and the related Letter of Consent, each dated August 19,
2016, of the Issuer;
WHEREAS, the Indenture provides that under certain circumstances a Subsidiary of the
Parent (a “Guaranteeing Subsidiary”) shall execute and deliver to the Trustee a supplemental
indenture pursuant to which the Guaranteeing Subsidiary shall unconditionally guarantee all of
the Issuer’s Obligations under the Notes and the Indenture on the terms and conditions set forth
herein and in Article 10 of the Indenture;
WHEREAS, the Issuer, the Guarantors and the Trustee desire to execute and deliver this
Supplemental Indenture and, in accordance with the requirements of the Indenture, the Issuer has
delivered an Officer’s Certificate and an Opinion of Counsel to the Trustee; and
WHEREAS, pursuant to Sections 9.01 and 9.02 of the Indenture, the Issuer, the
Guarantors and the Trustee are authorized to execute and deliver this Supplemental Indenture.
EXHIBIT 10.1
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NOW, THEREFORE, in consideration of the foregoing and for other good and valuable
consideration, the receipt of which is hereby acknowledged, the Issuer, the Guarantors and the
Trustee mutually covenant and agree for the equal and ratable benefit of the Holders as follows:
ARTICLE I. AMENDMENTS TO THE INDENTURE.
SECTION 1.1. The Table of Contents of the Indenture is hereby amended by replacing
the reference to “Section 4.15 Offer to Repurchase Upon Change of Control.” appearing therein
with “Section 4.15 Offer to Repurchase Upon Change of Control and Qualifying Acquisition
Offer.”.
SECTION 1.2. Section 1.01 of the Indenture is hereby amended by adding the following
definition in proper alphabetical sequence:
“Qualifying Acquisition” means the consummation of any transaction or transactions
(including, without limitation, any merger or consolidation) the result of which is that any
“person” (as that term is used in Section 13(d) of the Exchange Act, but excluding any
employee benefit plan of TerraForm Power, Inc. or any of its Subsidiaries, and any
person or entity acting in its capacity as trustee, agent or other fiduciary or administrator
of such plan), other than a Permitted Holder, becomes the Beneficial Owner, directly or
indirectly, of 33.33% or more but less than or equal to 50% of the Voting Stock of
TerraForm Power, Inc.
SECTION 1.3. Section 1.02 of the Indenture is hereby amended by adding the following
entry in proper alphabetical sequence:
““Qualifying Acquisition Offer” 4.15”
“Qualifying Acquisition Payment” 4.15”
“Qualifying Acquisition Payment Date” 4.15””
SECTION 1.4. Section 3.07(b) of the Indenture is hereby amended by replacing the
reference to “105.875%” appearing therein with “106.375%”.
SECTION 1.5. Section 3.07(d) of the Indenture is hereby amended by replacing the
following table appearing therein:
“Year Percentage
2018 104.406%
2019 102.938%
2020 101.469%
2021 and thereafter 100.000%”
with a new table as follows:
“Year Percentage
2018 104.781%
2019 103.188%
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2020 101.594%
2021 and thereafter 100.000%”
SECTION 1.6. Section 4.01 of the Indenture is hereby amended by adding the following
new paragraph at the end thereof:
“Effective as of September 6, 2016, the interest rate applicable to the Notes will be
permanently increased from 5.875% per annum to 6.375% per annum. In addition,
beginning on September 6, 2016 through and including December 6, 2016, special
interest will accrue on the Notes at a rate equal to 3.0% per annum (which such special
interest shall cease to accrue after December 6, 2016), which shall be payable in the same
manner as regular interest payments on the Notes on the Interest Payment Date
immediately following December 6, 2016.”
SECTION 1.7. Section 4.03(f) of the Indenture is hereby amended by replacing the
reference to “Section 6.01(4)” appearing therein with “Section 6.01(3)”.
SECTION 1.8. Section 4.15 of the of the Indenture is hereby amended and restated in its
entirety to read as follows:
“Section 4.15 Offer to Repurchase Upon Change of Control and Qualifying Acquisition
Offer.
(a) Upon the occurrence of a Change of Control, the Issuer will be required to
make an offer (a “Change of Control Offer”) to each Holder to repurchase all or any part
(being not less than $2,000 or an integral multiple of $1,000 in excess thereof) of that
Holder’s Notes pursuant to the terms set forth in this Indenture.
(b) In the Change of Control Offer, the Issuer will offer a payment in cash equal
to 101% of the aggregate principal amount of Notes repurchased, plus accrued and
unpaid interest, if any, on the Notes repurchased to the date of purchase (the “Change of
Control Payment”), subject to the rights of Holders on the relevant record date to receive
interest due on the relevant Interest Payment Date. Within 30 days following any Change
of Control, the Issuer will deliver notice to each Holder (with a copy to the Trustee)
stating that a Change of Control Offer is being made and offering to repurchase Notes on
the date (the “Change of Control Payment Date”) specified in the notice, which date will
be no earlier than 30 days and no later than 60 days from the date such notice is given,
pursuant to the procedures required by this Indenture and described in such notice. The
Issuer will comply with the requirements of Rule 14e-1 under the Exchange Act and any
other applicable securities laws and regulations to the extent those laws and regulations
are applicable in connection with the repurchase of the Notes as a result of a Change of
Control Offer. To the extent that the provisions of any securities laws or regulations
conflict with this Section 4.15, the Issuer will comply with any applicable securities laws
and regulations and will not be deemed to have breached its obligations under this
Indenture by virtue of such compliance.
EXHIBIT 10.1
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(c) On the Change of Control Payment Date, the Issuer will, to the extent lawful:
(1) accept for payment all Notes or portions of Notes properly tendered
pursuant to the Change of Control Offer;
(2) deposit with the Paying Agent an amount equal to the Change of
Control Payment in respect of all Notes or portions of Notes properly tendered;
and
(3) deliver or cause to be delivered to the Trustee the Notes properly
accepted together with an Officer’s Certificate stating the aggregate principal
amount of Notes or portions of Notes being purchased by the Issuer.
The Paying Agent will promptly cause to be delivered to each Holder properly
tendered the Change of Control Payment for such Notes, and the Trustee (or its
authenticating agent) will, upon receipt of an Authentication Order, promptly authenticate
and deliver (or cause to be transferred by book-entry) to each Holder a new Note equal in
principal amount to any unpurchased portion of the Notes surrendered, if any. The Issuer
will publicly announce the results of the Change of Control Offer on or as soon as
practicable after the Change of Control Payment Date.
(d) (i) Upon the occurrence of a Qualifying Acquisition, the Issuer will be
required to make an offer (a “Qualifying Acquisition Offer”) to each Holder to repurchase
all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of that
Holder’s Notes at a purchase price in cash equal to 101% of the aggregate principal
amount of such Notes repurchased, plus accrued and unpaid interest, if any, on such
Notes repurchased to the date of repurchase (the “Qualifying Acquisition Payment”),
subject to the rights of such Holder on the relevant record date to receive interest due on
the relevant Interest Payment Date, by delivering a notice to each Holder (with a copy to
the Trustee), within 90 days following the occurrence of such Qualifying Acquisition,
describing the transaction or transactions that constitute such Qualifying Acquisition and
offering to repurchase the Notes on the date of repurchase specified in the notice (the
“Qualifying Acquisition Payment Date,” which payment date shall be no earlier than 30
days and no later than 60 days from the date such notice is given); provided, however,
that no such notice or offer will be required to the extent the Issuer, on or prior to the 90th
day following the occurrence of such Qualifying Acquisition, delivers a notice to each
Holder (with a copy to the Trustee) that the interest rate applicable to the Notes will be
permanently increased from 6.375% per annum to 7.375% per annum, effective as of
such 90th day (it being understood that, upon such increase in the interest rate, the Issuer
shall no longer be required to make any such Qualifying Acquisition Offer).
(ii) The Issuer will comply with the requirements of Rule 14e-1 under the
Exchange Act and any other applicable securities laws and regulations to the extent those
laws and regulations are applicable in connection with the repurchase of the Notes as a
result of a Qualifying Acquisition Offer (if any). To the extent that the provisions of any
securities laws or regulations conflict with this Section 4.15, the Issuer will comply with
EXHIBIT 10.1
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any applicable securities laws and regulations and will not be deemed to have breached
its obligations under this Indenture by virtue of such compliance.
(iii) To the extent the Issuer makes a Qualifying Acquisition Offer pursuant to this
Section 4.15, on the Qualifying Acquisition Payment Date, the Issuer will, to the extent
lawful:
(1) accept for payment all Notes or portions of Notes properly tendered
pursuant to the Qualifying Acquisition Offer;
(2) deposit with the Paying Agent an amount equal to the Qualifying
Acquisition Payment in respect of all Notes or portions of Notes properly
tendered; and
(3) deliver or cause to be delivered to the Trustee the Notes properly
accepted together with an Officer’s Certificate stating the aggregate principal
amount of Notes or portions of Notes being purchased by the Issuer.
The Paying Agent will promptly cause to be delivered to each Holder properly
tendered the Qualifying Acquisition Payment for such Notes, and the Trustee (or its
authenticating agent) will, upon receipt of an Authentication Order, promptly authenticate
and deliver (or cause to be transferred by book-entry) to each Holder a new Note equal in
principal amount to any unpurchased portion of the Notes surrendered, if any. The Issuer
will publicly announce the results of the Qualifying Acquisition Offer on or as soon as
practicable after the Qualifying Acquisition Payment Date.
(e) The provisions described above that require the Issuer to make a Change of
Control Offer following a Change of Control, or to make a Qualifying Acquisition Offer
following a Qualifying Acquisition (to the extent required under this Section 4.15(d)(i)),
will be applicable whether or not any other provisions of this Indenture are applicable.
Except as described above with respect to a Change of Control or a Qualifying
Acquisition Offer, this Indenture does not contain provisions that permit the Holders to
require that the Issuer repurchase or redeem the respective Notes in the event of a
takeover, recapitalization or similar transaction.
(f) The Issuer will not be required to make a Change of Control Offer upon a
Change of Control, or to make a Qualifying Acquisition Offer following a Qualifying
Acquisition (to the extent required under this Section 4.15(d)(i)), if: (1) a third party
makes the Change of Control Offer or the Qualifying Acquisition Offer, as the case may
be, in the manner, at the times and otherwise in compliance with the requirements set
forth in this Indenture applicable to a Change of Control Offer or a Qualifying
Acquisition Offer, as the case may be, made by the Issuer and purchases all Notes
properly tendered and not withdrawn under the Change of Control Offer or the
Qualifying Acquisition Offer, as the case may be; or (2) a notice of redemption has been
given pursuant to the Indenture as described under Section 3.07, unless and until there is
a default in payment of the applicable redemption price. Notwithstanding anything to the
EXHIBIT 10.1
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contrary contained herein, a Change of Control Offer may be made in advance of a
Change of Control, conditional upon the consummation of such Change of Control, if a
definitive agreement is in place for the Change of Control at the time the Change of
Control Offer is made, and a Qualifying Acquisition Offer may be made in advance of a
Qualifying Acquisition, conditional upon the consummation of such Qualifying
Acquisition, if a definitive agreement is in place for the Qualifying Acquisition at the
time the Qualifying Acquisition Offer is made.
(g) If holders of not less than 90% in aggregate principal amount of the
outstanding Notes properly tender such Notes pursuant to the Change of Control Offer,
and the Issuer, or any third party making a Change of Control Offer, in lieu of the Issuer
as described above, purchases all of the Notes properly tendered by such Holders, the
Issuer or such third party will have the right, upon notice given not more than 60 days
following such purchase pursuant to the Change of Control Offer, described above (and
not less than 15 days prior to the date fixed for redemption), to redeem all notes that
remain outstanding following such purchase at a price in cash equal to 101% of the
aggregate principal amount of Notes to be purchased plus accrued and unpaid interest, if
any, to the purchase date.
(h) The provisions under this Section 4.15 may be waived or modified with the
consent of the Holders of a majority in principal amount of the Notes.”
ARTICLE II. NEW GUARANTORS
SECTION 2.1. AGREEMENT TO GUARANTEE. Each Guaranteeing Subsidiary identified as
such on the signature page hereto hereby agrees to provide an unconditional Guarantee on the
terms and subject to the conditions set forth in the Note Guarantee and in the Indenture
including but not limited to Article 10 of the Indenture.
ARTICLE III. MISCELLANEOUS.
SECTION 3.1. CAPITALIZED TERMS. Capitalized terms used herein without definition shall
have the meanings assigned to them in the Indenture.
SECTION 3.2. NO RECOURSE AGAINST OTHERS. No director, officer, employee, member,
manager, incorporator or stockholder of the Issuer or any Guarantor, as such, will have any
liability for any obligations of the Issuer or the Guarantors under the Notes, the Indenture as
supplemented by this Supplemental Indenture, the Note Guarantees, or for any claim based
on, in respect of, or by reason of, such obligations or their creation. Each Holder by accepting
a Note waives and releases all such liability. The waiver and release are part of the
consideration for issuance of the Notes. The waiver may not be effective to waive liabilities
under the federal securities laws.
SECTION 3.3. NEW YORK LAW TO GOVERN. THE INTERNAL LAW OF THE STATE OF
NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS
EXHIBIT 10.1
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SUPPLEMENTAL INDENTURE WITHOUT GIVING EFFECT TO APPLICABLE
PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION
OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.
EACH OF THE ISSUER, THE GUARANTORS, THE TRUSTEE AND THE HOLDERS
HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY
APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL
PROCEEDING ARISING OUT OF OR RELATING TO THE INDENTURE AS
SUPPLEMENTED BY THIS SUPPLEMENTAL INDENTURE, THE NOTES, THE NOTE
GUARANTEES OR THE TRANSACTION CONTEMPLATED HEREBY AND
THEREBY.
SECTION 3.4. COUNTERPARTS. The parties may sign any number of copies of this
Supplemental Indenture. Each signed copy shall be an original, but all of them together
represent the same agreement.
SECTION 3.5. EFFECT OF HEADINGS. The Section headings herein are for convenience only
and shall not affect the construction hereof.
SECTION 3.6. THE TRUSTEE. The Trustee shall not be responsible in any manner whatsoever
for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in
respect of the recitals contained herein, all of which recitals are made solely by the Issuer and
the Guarantors.
SECTION 3.7. RATIFICATION OF INDENTURE; SUPPLEMENTAL INDENTURES PART
OF INDENTURE. Except as expressly amended hereby, the Indenture is in all respects
ratified and confirmed and all the terms, conditions and provisions thereof shall remain in
full force and effect. This Supplemental Indenture shall form a part of the Indenture for all
purposes, and every Holder heretofore or hereafter shall be bound hereby.
SECTION 3.8. EFFECTIVENESS. This Supplemental Indenture (including the amendments
contained in Article I herein) shall be effective as of the date hereof.
[Remainder of this page intentionally left blank]
EXHIBIT 10.1
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IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to
be duly executed and attested, all as of the date first above written.
TERRAFORM POWER OPERATING, LLC
By: TERRAFORM POWER, LLC,
Its Sole Member and Sole Manager
By: /s/ Sebastian Deschler
Name: Sebastian Deschler
Title: Senior Vice President, General Counsel and
Secretary
TERRAFORM POWER, LLC
as Parent Guarantor
By: /s/ Sebastian Deschler
Name: Sebastian Deschler
Title: Senior Vice President, General Counsel and
Secretary
EXHIBIT 10.1
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SUNEDISON CANADA YIELDCO MASTER HOLDCO, LLC
SUNEDISON YIELDCO CHILE MASTER HOLDCO, LLC
SUNEDISON YIELDCO DG–VIII MASTER HOLDCO, LLC
SUNEDISON YIELDCO UK HOLDCO 3 MASTER HOLDCO, LLC
SUNEDISON YIELDCO UK HOLDCO 4 MASTER HOLDCO, LLC
SUNEDISON YIELDCO UK HOLDCO 2 MASTER HOLDCO, LLC
SUNEDISON YIELDCO ACQ1 MASTER HOLDCO, LLC
SUNEDISON YIELDCO NELLIS MASTER HOLDCO, LLC
SUNEDISON YIELDCO REGULUS MASTER HOLDCO, LLC
SUNEDISON YIELDCO ACQ2 MASTER HOLDCO, LLC
SUNEDISON YIELDCO ACQ3 MASTER HOLDCO, LLC
SUNEDISON YIELDCO ACQ9 MASTER HOLDCO, LLC
SUNEDISON YIELDCO ACQ4 MASTER HOLDCO, LLC
SUNEDISON YIELDCO ACQ5 MASTER HOLDCO, LLC
SUNEDISON YIELDCO ENFINITY MASTER HOLDCO, LLC
SUNEDISON YIELDCO DGS MASTER HOLDCO, LLC
SUNEDISON YIELDCO ACQ7 MASTER HOLDCO, LLC
SUNEDISON YIELDCO ACQ8 MASTER HOLDCO, LLC
SUNEDISON YIELDCO ACQ6 MASTER HOLDCO, LLC
TERRAFORM POWER IVS I MASTER HOLDCO, LLC
TERRAFORM LPT ACQ MASTER HOLDCO, LLC
TERRAFORM SOLAR MASTER HOLDCO, LLC
SUNEDISON YIELDCO DG MASTER HOLDCO, LLC
TERRAFORM CD ACQ MASTER HOLDCO, LLC
TERRAFORM REC ACQ MASTER HOLDCO, LLC
TERRAFORM SOLAR XVII ACQ MASTER HOLDCO, LLC
TERRAFORM FIRST WIND ACQ MASTER HOLDCO, LLC
TERRAFORM THOR ACQ MASTER HOLDCO, LLC
as Guarantors
By: TERRAFORM POWER OPERATING, LLC,
its Sole Member and Sole Manager
By: TERRAFORM POWER, LLC,
its Sole Member and Sole Manager
By: /s/ Sebastian Deschler
Name: Sebastian Deschler
Title: Senior Vice President, General Counsel and
Secretary
EXHIBIT 10.1
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FIRST WIND KAHUKU HOLDINGS, LLC,
as Guaranteeing Subsidiary
By: HAWAIIAN ISLAND HOLDINGS, LLC, its
Managing Member
By: FIRST WIND OPERATING COMPANY, LLC, its
Managing Member
By: TERRAFORM FIRST WIND ACQ, LLC, its
Managing Member
By: TERRAFORM FIRST WIND ACQ MASTER
HOLDCO, LLC, its Managing Member
By: TERRAFORM POWER OPERATING, LLC, its
Sole Member and Sole Manager
By:TERRAFORM POWER, LLC, its Sole Member and
Sole Manager
By: /s/ Sebastian Deschler
Name: Sebastian Deschler
Title: Senior Vice President, General Counsel and
Secretary
FIRST WIND OPERATING COMPANY, LLC,
as Guaranteeing Subsidiary
By: TERRAFORM FIRST WIND ACQ, LLC, its
Managing Member
By: TERRAFORM FIRST WIND ACQ MASTER
HOLDCO, LLC, its Managing Member
By: TERRAFORM POWER OPERATING, LLC, its
Sole Member and Sole Manager
By:TERRAFORM POWER, LLC, its Sole Member and
Sole Manager
By: /s/ Sebastian Deschler
Name: Sebastian Deschler
Title: Senior Vice President, General Counsel and
Secretary
EXHIBIT 10.1
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FWPV CAPITAL, LLC
as Guaranteeing Subsidiary
By: FW MASS PV PORTFOLIO, LLC, its Managing
Member
By: FIRST WIND OPERATING COMPANY, LLC, its
Managing Member
By: TERRAFORM FIRST WIND ACQ, LLC, its
Managing Member
By: TERRAFORM FIRST WIND ACQ MASTER
HOLDCO, LLC, its Managing Member
By: TERRAFORM POWER OPERATING, LLC, its
Sole Member and Sole Manager
By:TERRAFORM POWER, LLC, its Sole Member and
Sole Manager
By: /s/ Sebastian Deschler
Name: Sebastian Deschler
Title: Senior Vice President, General Counsel and
Secretary
EXHIBIT 10.1
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FWPV HOLDINGS, LLC
as Guaranteeing Subsidiary
By: FWPV CAPITAL, LLC, its Managing Member
By: FW MASS PV PORTFOLIO, LLC, its Managing
Member
By: FIRST WIND OPERATING COMPANY, LLC, its
Managing Member
By: TERRAFORM FIRST WIND ACQ, LLC, its
Managing Member
By: TERRAFORM FIRST WIND ACQ MASTER
HOLDCO, LLC, its Managing Member
By: TERRAFORM POWER OPERATING, LLC, its
Sole Member and Sole Manager
By:TERRAFORM POWER, LLC, its Sole Member and
Sole Manager
By: /s/ Sebastian Deschler
Name: Sebastian Deschler
Title: Senior Vice President, General Counsel and
Secretary
MA OPERATING HOLDINGS, LLC
as Guaranteeing Subsidiary
By: SUNEDISON YIELDCO ACQ7, LLC, its
Managing Member
By: SUNEDISON YIELDCO ACQ7 MASTER
HOLDCO, LLC, its Managing Member
By: TERRAFORM POWER OPERATING, LLC, its
Sole Member and Sole Manager
By:TERRAFORM POWER, LLC, its Sole Member and
Sole Manager
By: /s/ Sebastian Deschler
Name: Sebastian Deschler
Title: Senior Vice President, General Counsel and
Secretary
EXHIBIT 10.1
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NORTHEAST WIND CAPITAL HOLDINGS, LLC,
as Guaranteeing Subsidiary
By: NORTHEAST WIND PARTNERS II, LLC, its
Managing Member
By: FIRST WIND NORTHEAST COMPANY, LLC, its
Managing Member
By: FIRST WIND OPERATING COMPANY, LLC, its
Managing Member
By: TERRAFORM FIRST WIND ACQ, LLC, its
Managing Member
By: TERRAFORM FIRST WIND ACQ MASTER
HOLDCO, LLC, its Managing Member
By: TERRAFORM POWER OPERATING, LLC, its
Sole Member and Sole Manager
By:TERRAFORM POWER, LLC, its Sole Member and
Sole Manager
By: /s/ Sebastian Deschler
Name: Sebastian Deschler
Title: Senior Vice President, General Counsel and
Secretary
EXHIBIT 10.1
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NORTHEAST WIND CAPITAL II, LLC,
as Guaranteeing Subsidiary
By: NORTHEAST WIND CAPITAL HOLDINGS,
LLC, its Managing Member
By: NORTHEAST WIND PARTNERS II, LLC, its
Managing Member
By: FIRST WIND NORTHEAST COMPANY, LLC, its
Managing Member
By: FIRST WIND OPERATING COMPANY, LLC, its
Managing Member
By: TERRAFORM FIRST WIND ACQ, LLC, its
Managing Member
By: TERRAFORM FIRST WIND ACQ MASTER
HOLDCO, LLC, its Managing Member
By: TERRAFORM POWER OPERATING, LLC, its
Sole Member and Sole Manager
By:TERRAFORM POWER, LLC, its Sole Member and
Sole Manager
By: /s/ Sebastian Deschler
Name: Sebastian Deschler
Title: Senior Vice President, General Counsel and
Secretary
EXHIBIT 10.1
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NORTHEAST WIND PARTNERS II, LLC,
as Guaranteeing Subsidiary
By: FIRST WIND NORTHEAST COMPANY, LLC, its
Managing Member
By: FIRST WIND OPERATING COMPANY, LLC, its
Managing Member
By: TERRAFORM FIRST WIND ACQ, LLC, its
Managing Member
By: TERRAFORM FIRST WIND ACQ MASTER
HOLDCO, LLC, its Managing Member
By: TERRAFORM POWER OPERATING, LLC, its
Sole Member and Sole Manager
By:TERRAFORM POWER, LLC, its Sole Member and
Sole Manager
By: /s/ Sebastian Deschler
Name: Sebastian Deschler
Title: Senior Vice President, General Counsel and
Secretary
EXHIBIT 10.1
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HAWAIIAN ISLAND HOLDINGS, LLC,
FIRST WIND HWP HOLDINGS, LLC,
FIRST WIND NORTHEAST COMPANY, LLC
FW MASS PV PORTFOLIO, LLC
as Guaranteeing Subsidiaries
By: FIRST WIND OPERATING COMPANY, LLC, its
Managing Member
By: TERRAFORM FIRST WIND ACQ, LLC, its
Managing Member
By: TERRAFORM FIRST WIND ACQ MASTER
HOLDCO, LLC, its Managing Member
By: TERRAFORM POWER OPERATING, LLC, its
Sole Member and Sole Manager
By:TERRAFORM POWER, LLC, its Sole Member and
Sole Manager
By: /s/ Sebastian Deschler
Name: Sebastian Deschler
Title: Senior Vice President, General Counsel and
Secretary
EXHIBIT 10.1
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MAINE WIND PARTNERS II, LLC
FIRST WIND BLUE SKY EAST HOLDINGS, LLC,
SHEFFIELD WIND HOLDINGS, LLC
CSSW COHOCTON HOLDINGS, LLC
as Guaranteeing Subsidiaries
By: NORTHEAST WIND CAPITAL II, LLC, its
Managing Member
By: NORTHEAST WIND CAPITAL HOLDINGS,
LLC, its Managing Member
By: NORTHEAST WIND PARTNERS II, LLC, its
Managing Member
By: FIRST WIND NORTHEAST COMPANY, LLC, its
Managing Member
By: FIRST WIND OPERATING COMPANY, LLC, its
Managing Member
By: TERRAFORM FIRST WIND ACQ, LLC, its
Managing Member
By: TERRAFORM FIRST WIND ACQ MASTER
HOLDCO, LLC, its Managing Member
By: TERRAFORM POWER OPERATING, LLC, its
Sole Member and Sole Manager
By:TERRAFORM POWER, LLC, its Sole Member and
Sole Manager
By: /s/ Sebastian Deschler
Name: Sebastian Deschler
Title: Senior Vice President, General Counsel and
Secretary
EXHIBIT 10.1
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SUNEDISON CANADA YIELDCO, LLC
as Guaranteeing Subsidiary
By: SUNEDISON CANADA YIELDCO MASTER
HOLDCO, LLC, its Managing Member
By: TERRAFORM POWER OPERATING, LLC, its
Sole Member and Sole Manager
By: TERRAFORM POWER, LLC, its Sole Member and
Sole Manager
By: /s/ Sebastian Deschler
Name: Sebastian Deschler
Title: Senior Vice President, General Counsel and
Secretary
SUNEDISON CANADA YIELDCO LINDSAY, LLC
as Guaranteeing Subsidiary
By: SUNEDISON CANADA YIELDCO, LLC, its
Managing Member
By: SUNEDISON CANADA YIELDCO MASTER
HOLDCO, LLC, its Managing Member
By: TERRAFORM POWER OPERATING, LLC, its
Sole Member and Sole Manager
By: TERRAFORM POWER, LLC, its Sole Member and
Sole Manager
By: /s/ Sebastian Deschler
Name: Sebastian Deschler
Title: Senior Vice President, General Counsel and
Secretary
EXHIBIT 10.1
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SUNEDISON MARSH HILL, LLC
as Guaranteeing Subsidiary
By: SUNEDISON YIELDCO ACQ5, LLC, its
Managing Member
By: SUNEDISON YIELDCO ACQ5 MASTER
HOLDCO, LLC, its Managing Member
By: TERRAFORM POWER OPERATING, LLC, its
Sole Member and Sole Manager
By:TERRAFORM POWER, LLC, its Sole Member and
Sole Manager
By: /s/ Sebastian Deschler
Name: Sebastian Deschler
Title: Senior Vice President, General Counsel and
Secretary
SUNEDISON YIELDCO ACQ5, LLC,
as Guaranteeing Subsidiary
By: SUNEDISON YIELDCO ACQ5 MASTER
HOLDCO, LLC, its Managing Member
By: TERRAFORM POWER OPERATING, LLC, its
Sole Member and Sole Manager
By: TERRAFORM POWER, LLC, its Sole Member and
Sole Manager
By: /s/ Sebastian Deschler
Name: Sebastian Deschler
Title: Senior Vice President, General Counsel and
Secretary
EXHIBIT 10.1
-20-
SUNEDISON YIELDCO ACQ7, LLC,
as Guaranteeing Subsidiary
By: SUNEDISON YIELDCO ACQ7 MASTER
HOLDCO, LLC, its Managing Member
By: TERRAFORM POWER OPERATING, LLC, its
Sole Member and Sole Manager
By: TERRAFORM POWER, LLC, its Sole Member and
Sole Manager
By: /s/ Sebastian Deschler
Name: Sebastian Deschler
Title: Senior Vice President, General Counsel and
Secretary
SUNEDISON YIELDCO ACQ9, LLC,
as Guaranteeing Subsidiary
By: SUNEDISON YIELDCO ACQ9 MASTER
HOLDCO, LLC, its Managing Member
By: TERRAFORM POWER OPERATING, LLC, its
Sole Member and Sole Manager
By: TERRAFORM POWER, LLC, its Sole Member and
Sole Manager
By: /s/ Sebastian Deschler
Name: Sebastian Deschler
Title: Senior Vice President, General Counsel and
Secretary
EXHIBIT 10.1
-21-
SUNEDISON YIELDCO REGULUS HOLDINGS, LLC,
as Guaranteeing Subsidiary
By: SUNEDISON YIELDCO REGULUS MASTER
HOLDCO, LLC, its Managing Member
By: TERRAFORM POWER OPERATING, LLC, its
Sole Member and Sole Manager
By: TERRAFORM POWER, LLC, its Sole Member and
Sole Manager
By: /s/ Sebastian Deschler
Name: Sebastian Deschler
Title: Senior Vice President, General Counsel and
Secretary
SUNEDISON YIELDCO UK HOLDCO 2, LLC,
as Guaranteeing Subsidiary
By: SUNEDISON YIELDCO UK HOLDCO 2
MASTER HOLDCO, LLC, its Managing Member
By: TERRAFORM POWER OPERATING, LLC, its
Sole Member and Sole Manager
By: TERRAFORM POWER, LLC, its Sole Member and
Sole Manager
By: /s/ Sebastian Deschler
Name: Sebastian Deschler
Title: Senior Vice President, General Counsel and
Secretary
EXHIBIT 10.1
-22-
TERRAFORM FIRST WIND ACQ, LLC,
as Guaranteeing Subsidiary
By: TERRAFORM FIRST WIND ACQ MASTER
HOLDCO, LLC, its Managing Member
By: TERRAFORM POWER OPERATING, LLC, its
Sole Member and Sole Manager
By: TERRAFORM POWER, LLC, its Sole Member and
Sole Manager
By: /s/ Sebastian Deschler
Name: Sebastian Deschler
Title: Senior Vice President, General Counsel and
Secretary
TERRAFORM ONTARIO SOLAR HOLDINGS, LLC
as Guaranteeing Subsidiary
By: SUNEDISON YIELDCO ACQ10, LLC, its
Managing Member
By: TERRAFORM POWER OPERATING, LLC, its
Sole Member and Sole Manager
By: TERRAFORM POWER, LLC, its Sole Member and
Sole Manager
By: /s/ Sebastian Deschler
Name: Sebastian Deschler
Title: Senior Vice President, General Counsel and
Secretary
EXHIBIT 10.1
-23-
TERRAFORM POWER IVS I HOLDINGS II, LLC
as Guaranteeing Subsidiary
By: TERRAFORM POWER IVS I HOLDINGS, LLC,
its Managing Member
By: TERRAFORM IVS I MASTER HOLDCO, LLC, its
Managing Member
By: TERRAFORM POWER OPERATING, LLC, its
Sole Member and Sole Manager
By:TERRAFORM POWER, LLC, its Sole Member and
Sole Manager
By: /s/ Sebastian Deschler
Name: Sebastian Deschler
Title: Senior Vice President, General Counsel and
Secretary
TERRAFORM POWER IVS I HOLDINGS, LLC
as Guaranteeing Subsidiary
By: TERRAFORM IVS I MASTER HOLDCO, LLC, its
Managing Member
By: TERRAFORM POWER OPERATING, LLC, its
Sole Member and Sole Manager
By:TERRAFORM POWER, LLC, its Sole Member and
Sole Manager
By: /s/ Sebastian Deschler
Name: Sebastian Deschler
Title: Senior Vice President, General Counsel and
Secretary
EXHIBIT 10.1
-24-
TERRAFORM PRIVATE HOLDINGS II, LLC,
as Guaranteeing Subsidiary
By: TERRAFORM THOR ACQ HOLDINGS, LLC, its
Managing Member
By: TERRAFORM THOR ACQ MASTER HOLDCO,
LLC, its Managing Member
By: SUNEDISON YIELDCO ACQ10, LLC, its
Managing Member
By: TERRAFORM POWER OPERATING, LLC, its
Sole Member and Sole Manager
By: TERRAFORM POWER, LLC, its Sole Member and
Sole Manager
By: /s/ Sebastian Deschler
Name: Sebastian Deschler
Title: Senior Vice President, General Counsel and
Secretary
TERRAFORM THOR ACQ HOLDINGS, LLC,
as Guaranteeing Subsidiary
By: TERRAFORM THOR ACQ MASTER HOLDCO,
LLC, its Managing Member
By: SUNEDISON YIELDCO ACQ10, LLC, its
Managing Member
By: TERRAFORM POWER OPERATING, LLC, its
Sole Member and Sole Manager
By: TERRAFORM POWER, LLC, its Sole Member and
Sole Manager
By: /s/ Sebastian Deschler
Name: Sebastian Deschler
Title: Senior Vice President, General Counsel and
Secretary
EXHIBIT 10.1
-25-
2413465 ONTARIO, INC.
as Guaranteeing Subsidiary
By: /s/ Sebastian Deschler
Name: Sebastian Deschler
Title: Authorized Signatory
EXHIBIT 10.1
-26-
KAHUKU HOLDINGS, LLC,
as Guaranteeing Subsidiary
By: FIRST WIND KAHUKU HOLDINGS, LLC, its
Managing Member
By: HAWAIIAN ISLAND HOLDINGS, LLC, its
Managing Member
By: FIRST WIND OPERATING COMPANY, LLC, its
Managing Member
By: TERRAFORM FIRST WIND ACQ, LLC, its
Managing Member
By: TERRAFORM FIRST WIND ACQ MASTER
HOLDCO, LLC, its Managing Member
By: TERRAFORM POWER OPERATING, LLC, its
Sole Member and Sole Manager
By:TERRAFORM POWER, LLC, its Sole Member and
Sole Manager
By: /s/ Sebastian Deschler
Name: Sebastian Deschler
Title: Senior Vice President, General Counsel and
Secretary
EXHIBIT 10.1
-27-
KAHUKU WIND POWER, LLC,
as Guaranteeing Subsidiary
By: KAHUKU HOLDINGS, LLC, its Managing
Member
By: FIRST WIND KAHUKU HOLDINGS, LLC, its
Managing Member
By: HAWAIIAN ISLAND HOLDINGS, LLC, its
Managing Member
By: FIRST WIND OPERATING COMPANY, LLC, its
Managing Member
By: TERRAFORM FIRST WIND ACQ, LLC, its
Managing Member
By: TERRAFORM FIRST WIND ACQ MASTER
HOLDCO, LLC, its Managing Member
By: TERRAFORM POWER OPERATING, LLC, its
Sole Member and Sole Manager
By:TERRAFORM POWER, LLC, its Sole Member and
Sole Manager
By: /s/ Sebastian Deschler
Name: Sebastian Deschler
Title: Senior Vice President, General Counsel and
Secretary
EXHIBIT 10.1
-28-
HAWAII HOLDINGS, LLC,
as Guaranteeing Subsidiary
By: HAWAIIAN ISLAND HOLDINGS, LLC, its
Managing Member
By: FIRST WIND OPERATING COMPANY, LLC, its
Managing Member
By: TERRAFORM FIRST WIND ACQ, LLC, its
Managing Member
By: TERRAFORM FIRST WIND ACQ MASTER
HOLDCO, LLC, its Managing Member
By: TERRAFORM POWER OPERATING, LLC, its
Sole Member and Sole Manager
By:TERRAFORM POWER, LLC, its Sole Member and
Sole Manager
By: /s/ Sebastian Deschler
Name: Sebastian Deschler
Title: Senior Vice President, General Counsel and
Secretary
EXHIBIT 10.1
-29-
KAHEAWA WIND POWER II, LLC,
as Guaranteeing Subsidiary
By: HAWAII HOLDINGS, LLC, its Managing Member
By: HAWAIIAN ISLAND HOLDINGS, LLC, its
Managing Member
By: FIRST WIND OPERATING COMPANY, LLC, its
Managing Member
By: TERRAFORM FIRST WIND ACQ, LLC, its
Managing Member
By: TERRAFORM FIRST WIND ACQ MASTER
HOLDCO, LLC, its Managing Member
By: TERRAFORM POWER OPERATING, LLC, its
Sole Member and Sole Manager
By:TERRAFORM POWER, LLC, its Sole Member and
Sole Manager
By: /s/ Sebastian Deschler
Name: Sebastian Deschler
Title: Senior Vice President, General Counsel and
Secretary
EXHIBIT 10.1
-30-
ROLLINS HOLDINGS, LLC,
STETSON WIND HOLDINGS COMPANY, LLC,
CSSW STEEL WINDS HOLDINGS, LLC,
as Guaranteeing Subsidiaries
By: NORTHEAST WIND CAPITAL II, LLC, its
Managing Member
By: NORTHEAST WIND CAPITAL HOLDINGS,
LLC, its Managing Member
By: NORTHEAST WIND PARTNERS II, LLC, its
Managing Member
By: FIRST WIND NORTHEAST COMPANY, LLC, its
Managing Member
By: FIRST WIND OPERATING COMPANY, LLC, its
Managing Member
By: TERRAFORM FIRST WIND ACQ, LLC, its
Managing Member
By: TERRAFORM FIRST WIND ACQ MASTER
HOLDCO, LLC, its Managing Member
By: TERRAFORM POWER OPERATING, LLC, its
Sole Member and Sole Manager
By:TERRAFORM POWER, LLC, its Sole Member and
Sole Manager
By: /s/ Sebastian Deschler
Name: Sebastian Deschler
Title: Senior Vice President, General Counsel and
Secretary
EXHIBIT 10.1
-31-
EVERGREEN WIND POWER III, L.L.C.,
as Guaranteeing Subsidiary
By: ROLLINS HOLDINGS, LLC, its Managing
Member
By: NORTHEAST WIND CAPITAL II, LLC, its
Managing Member
By: NORTHEAST WIND CAPITAL HOLDINGS,
LLC, its Managing Member
By: NORTHEAST WIND PARTNERS II, LLC, its
Managing Member
By: FIRST WIND NORTHEAST COMPANY, LLC, its
Managing Member
By: FIRST WIND OPERATING COMPANY, LLC, its
Managing Member
By: TERRAFORM FIRST WIND ACQ, LLC, its
Managing Member
By: TERRAFORM FIRST WIND ACQ MASTER
HOLDCO, LLC, its Managing Member
By: TERRAFORM POWER OPERATING, LLC, its
Sole Member and Sole Manager
By:TERRAFORM POWER, LLC, its Sole Member and
Sole Manager
By: /s/ Sebastian Deschler
Name: Sebastian Deschler
Title: Senior Vice President, General Counsel and
Secretary
EXHIBIT 10.1
-32-
SHEFFIELD HOLDINGS, LLC,
as Guaranteeing Subsidiary
By: SHEFFIELD WIND HOLDINGS, LLC, its
Managing Member
By: NORTHEAST WIND CAPITAL II, LLC, its
Managing Member
By: NORTHEAST WIND CAPITAL HOLDINGS,
LLC, its Managing Member
By: NORTHEAST WIND PARTNERS II, LLC, its
Managing Member
By: FIRST WIND NORTHEAST COMPANY, LLC, its
Managing Member
By: FIRST WIND OPERATING COMPANY, LLC, its
Managing Member
By: TERRAFORM FIRST WIND ACQ, LLC, its
Managing Member
By: TERRAFORM FIRST WIND ACQ MASTER
HOLDCO, LLC, its Managing Member
By: TERRAFORM POWER OPERATING, LLC, its
Sole Member and Sole Manager
By:TERRAFORM POWER, LLC, its Sole Member and
Sole Manager
By: /s/ Sebastian Deschler
Name: Sebastian Deschler
Title: Senior Vice President, General Counsel and
Secretary
EXHIBIT 10.1
-33-
VERMONT WIND, LLC,
as Guaranteeing Subsidiary
By: SHEFFIELD HOLDINGS, LLC, its Managing
Member
By: SHEFFIELD WIND HOLDINGS, LLC, its
Managing Member
By: NORTHEAST WIND CAPITAL II, LLC, its
Managing Member
By: NORTHEAST WIND CAPITAL HOLDINGS,
LLC, its Managing Member
By: NORTHEAST WIND PARTNERS II, LLC, its
Managing Member
By: FIRST WIND NORTHEAST COMPANY, LLC, its
Managing Member
By: FIRST WIND OPERATING COMPANY, LLC, its
Managing Member
By: TERRAFORM FIRST WIND ACQ, LLC, its
Managing Member
By: TERRAFORM FIRST WIND ACQ MASTER
HOLDCO, LLC, its Managing Member
By: TERRAFORM POWER OPERATING, LLC, its
Sole Member and Sole Manager
By:TERRAFORM POWER, LLC, its Sole Member and
Sole Manager
By: /s/ Sebastian Deschler
Name: Sebastian Deschler
Title: Senior Vice President, General Counsel and
Secretary
EXHIBIT 10.1
-34-
HURON HOLDINGS, LLC,
as Guaranteeing Subsidiary
By: CSSW STEEL WINDS HOLDINGS, LLC, its
Managing Member
By: NORTHEAST WIND CAPITAL II, LLC, its
Managing Member
By: NORTHEAST WIND CAPITAL HOLDINGS,
LLC, its Managing Member
By: NORTHEAST WIND PARTNERS II, LLC, its
Managing Member
By: FIRST WIND NORTHEAST COMPANY, LLC, its
Managing Member
By: FIRST WIND OPERATING COMPANY, LLC, its
Managing Member
By: TERRAFORM FIRST WIND ACQ, LLC, its
Managing Member
By: TERRAFORM FIRST WIND ACQ MASTER
HOLDCO, LLC, its Managing Member
By: TERRAFORM POWER OPERATING, LLC, its
Sole Member and Sole Manager
By:TERRAFORM POWER, LLC, its Sole Member and
Sole Manager
By: /s/ Sebastian Deschler
Name: Sebastian Deschler
Title: Senior Vice President, General Counsel and
Secretary
EXHIBIT 10.1
-35-
NIAGARA WIND POWER, LLC,
ERIE WIND, LLC,
as Guaranteeing Subsidiaries
By: HURON HOLDINGS, LLC, its Managing Member
By: CSSW STEEL WINDS HOLDINGS, LLC, its
Managing Member
By: NORTHEAST WIND CAPITAL II, LLC, its
Managing Member
By: NORTHEAST WIND CAPITAL HOLDINGS,
LLC, its Managing Member
By: NORTHEAST WIND PARTNERS II, LLC, its
Managing Member
By: FIRST WIND NORTHEAST COMPANY, LLC, its
Managing Member
By: FIRST WIND OPERATING COMPANY, LLC, its
Managing Member
By: TERRAFORM FIRST WIND ACQ, LLC, its
Managing Member
By: TERRAFORM FIRST WIND ACQ MASTER
HOLDCO, LLC, its Managing Member
By: TERRAFORM POWER OPERATING, LLC, its
Sole Member and Sole Manager
By:TERRAFORM POWER, LLC, its Sole Member and
Sole Manager
By: /s/ Sebastian Deschler
Name: Sebastian Deschler
Title: Senior Vice President, General Counsel and
Secretary
EXHIBIT 10.1
-36-
SUNEDISON YIELDCO UK HOLDCO 3, LLC,
as Guaranteeing Subsidiary
By: SUNEDISON YIELDCO UK HOLDCO 3
MASTER HOLDCO, LLC, its Managing Member
By: TERRAFORM POWER OPERATING, LLC, its
Sole Member and Sole Manager
By: TERRAFORM POWER, LLC, its Sole Member and
Sole Manager
By: /s/ Sebastian Deschler
Name: Sebastian Deschler
Title: Senior Vice President, General Counsel and
Secretary
EXHIBIT 10.1
-37-
NORRINGTON SOLAR FARM LIMITED,
as Guaranteeing Subsidiary
By: /s/ Rebecca Cranna
Name: Rebecca Cranna
Title: Director
EXHIBIT 10.1
-38-
U.S. BANK NATIONAL ASSOCIATION,
as Trustee
By: /s/ Richard Prokosch
Name: Richard Prokosch
Title: Vice President
