Exhibit 4.2
EXECUTION VERSION
FIFTH SUPPLEMENTAL INDENTURE
SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of October 16, 2017, 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 July 17, 2015, as supplemented by the first supplemental indenture, dated as of October 2, 2015, the second supplemental indenture, dated as of March 30, 2016, the third supplemental indenture, dated as of August 29, 2016, and the fourth supplemental indenture, dated as of November 29, 2016 (as so supplemented, the “Indenture”), providing for the issuance of 6.125% Senior Notes due 2025 (the “Notes”);
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, 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 2, 2017, of the Issuer;
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 Section 9.02 of the Indenture, the Issuer, the Guarantors and the Trustee are authorized to execute and deliver this Supplemental Indenture.
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 definition of “Permitted Holder” contained in Section 1.01 of the Indenture is hereby amended and restated as follows:
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““Permitted Holder” means Brookfield Asset Management Inc. (or its successors and assigns) and its controlled Affiliates and any “person” (as such term is used in Section 13(d)(3) or Section 14(d)(2) of the Exchange Act or any successor provision) consisting of a group of which Brookfield Asset Management Inc. (or its successors and assigns) or any of its controlled Affiliates is a member; provided that in the case of such group and without giving effect to the existence of such group or any other group, Brookfield Asset Management Inc. (or its successors and assigns) and its controlled Affiliates have direct or indirect Beneficial Ownership of more than 50% of the total voting power of the Voting Stock of TerraForm.”.
ARTICLE II. MISCELLANEOUS.
Section 2.1 CAPITALIZED TERMS. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.
Section 2.2 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 2.3 NEW YORK LAW TO GOVERN. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS 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 2.4 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 2.5 EFFECT OF HEADINGS. The Section headings herein are for convenience only and shall not affect the construction hereof.
Section 2.6 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.
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Section 2.7 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 2.8 EFFECTIVENESS. This Supplemental Indenture (including the amendments contained in Article I herein) shall be effective as of the date hereof.
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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 |
| 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 |
ATWELL ISLAND HOLDINGS, LLC, | |
| as Guarantor |
| By: SUNEDISON YIELDCO ACQ9, LLC, its managing member | ||
| 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 | |
SPS ATWELL ISLAND, LLC, | |
| as Guarantor |
| By: ATWELL ISLAND HOLDINGS, LLC, its managing member | ||
| By: SUNEDISON YIELDCO ACQ9, LLC, its managing member | ||
| 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 | |
FIRST WIND KAHUKU HOLDINGS, LLC, | |
| as Guarantor |
| 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 Guarantor |
| 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 | |
| FWPV CAPITAL, LLC | |
| as Guarantor |
| 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 | |
| FWPV HOLDINGS, LLC | |
| as Guarantor |
| 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 Guarantor |
| 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 | |
NORTHEAST WIND CAPITAL HOLDINGS, LLC, | |
| as Guarantor |
| 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 | |
NORTHEAST WIND CAPITAL II, LLC, | |
| as Guarantor |
| 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 | |
NORTHEAST WIND PARTNERS II, LLC, | |
| as Guarantor |
| 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 | |
| HAWAIIAN ISLAND HOLDINGS, LLC, | |
FIRST WIND HWP HOLDINGS, LLC, | |
| FIRST WIND NORTHEAST COMPANY, LLC | |
| FW MASS PV PORTFOLIO, LLC | |
| as Guarantors |
| 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 | |
| MAINE WIND PARTNERS II, LLC | |
FIRST WIND BLUE SKY EAST HOLDINGS, LLC, | |
| SHEFFIELD WIND HOLDINGS, LLC | |
| CSSW COHOCTON HOLDINGS, LLC | |
| as Guarantors |
| 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 | |
| SUNEDISON CANADA YIELDCO, LLC | |
| as Guarantor |
| 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 Guarantor |
| 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 | |
| SUNEDISON MARSH HILL, LLC | |
| as Guarantor |
| 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 Guarantor |
| 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 ACQ7, LLC, | |
| as Guarantor |
| 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 Guarantor |
| 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 | |
SUNEDISON YIELDCO REGULUS HOLDINGS, LLC, | |
| as Guarantor |
| 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 Guarantor |
| 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 | |
TERRAFORM FIRST WIND ACQ, LLC, | |
| as Guarantor |
| 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 Guarantor |
| 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 POWER IVS I HOLDINGS II, LLC | |
| as Guarantor |
| 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 Guarantor |
| 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 PRIVATE HOLDINGS II, LLC, | |
| as Guarantor |
| 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 Guarantor |
| 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 | |
| 2413465 ONTARIO, INC. | |
| as Guarantor |
| By: | /s/ Sebastian Deschler | |
| Name: | Sebastian Deschler | |
| Title: | Authorized Signatory |
KAHUKU HOLDINGS, LLC, | |
| as Guarantor |
| 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 | |
KAHUKU WIND POWER, LLC, | |
| as Guarantor |
| 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 | |
HAWAII HOLDINGS, LLC, | |
| as Guarantor |
| 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 | |
KAHEAWA WIND POWER II, LLC, | |
| as Guarantor |
| 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 | |
ROLLINS HOLDINGS, LLC, | |
| STETSON WIND HOLDINGS COMPANY, LLC, | |
| CSSW STEEL WINDS HOLDINGS, LLC, | |
| as Guarantors |
| 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 | |
EVERGREEN WIND POWER III, L.L.C., | |
| as Guarantor |
| 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 | |
| SHEFFIELD HOLDINGS, LLC, | |
| as Guarantor |
| 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 | |
| VERMONT WIND, LLC, | |
| as Guarantor |
| 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 | |
| HURON HOLDINGS, LLC, | |
| as Guarantor |
| 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 | |
| NIAGARA WIND POWER, LLC, | |
| ERIE WIND, LLC, | |
| as Guarantors |
| 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 | |
SUNEDISON YIELDCO UK HOLDCO 3, LLC, | |
| as Guarantor |
| 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 | |
NORRINGTON SOLAR FARM LIMITED,
as Guarantor
| By: | /s/ Rebecca Cranna |
| Name: | Rebecca Cranna |
| Title: | Director |
U.S. BANK NATIONAL ASSOCIATION,
as Trustee
| By: | /s/ Richard Prokosch |
| Name: | Richard Prokosch |
| Title: | Vice President |