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Exhibit 10.6         FIRST AMENDMENT   TO CREDIT AND GUARANTY AGREEMENT   THIS FIRST AMENDMENT TO CREDIT AND GUARANTY AGREEMENT (this   “Amendment”) is dated as of May 8, 2015 and is entered into by and among TERRAFORM POWER   OPERATING, LLC, a Delaware limited liability company (“Borrower’’), the other Credit Parties party   hereto, BARCLAYS BANK PLC (“Barclays”), as a Lender and as Administrative Agent   (“Administrative Agent”) and the other Lenders party hereto, and is made with reference to that certain   CREDIT AND GUARANTY AGREEMENT dated as of January 28, 2015 (as amended through the   date hereof, the “Credit Agreement”) by and among Borrower, TERRAFORM POWER, LLC, a   Delaware limited liability company, the subsidiaries of Borrower named therein, the Lenders, the   Administrative Agent, Collateral Agent and the other Agents named therein.  Capitalized terms used   herein without definition shall have the same meanings herein as set forth in the Credit Agreement after   giving effect to this Amendment.   RECITALS   WHEREAS, the Credit Parties have requested that the Requisite Lenders and Administrative   Agent agree to amend certain provisions of the Credit Agreement as provided for herein; and   WHEREAS, subject to certain conditions, the Requisite Lenders and Administrative Agent are   willing to agree to such amendments relating to the Credit Agreement.   NOW, THEREFORE, in consideration of the premises and the agreements, provisions and   covenants herein contained, the parties hereto agree as follows:   SECTION I.     AMENDMENTS TO CREDIT AGREEMENT   A. The following definition in Section 1.1 of the Credit Agreement is hereby amended and   restated as follows:      “Leverage Ratio” means the ratio as of the last day of any Fiscal Quarter of (i) the   positive difference between (A) Borrower Total Debt as of such day less (B) the aggregate   amount of Unrestricted Cash of Borrower and the Guarantors included in the consolidated   balance sheet of Holdings and its Subsidiaries as of such date to (ii) the aggregate amount of   CFADS for the four-Fiscal Quarter period ending on such date, provided, however, that the   Leverage Ratio for any Fiscal Quarter in which Holdings or any of its Subsidiaries has acquired,   directly or indirectly, any Equity Interests in any Person or any property with a value in excess of   $2,000,000 at any time after the first day of such Fiscal Quarter shall be calculated by giving pro   forma effect to such acquisition as if such acquisition had occurred on the first day of such Fiscal   Quarter, and by deeming historical financial performance of such Person or property for such   Fiscal Quarter and each Fiscal Quarter prior thereto to be equal to the projected financial   performance for the corresponding Fiscal Quarter in the following calendar year (as determined   in the good faith reasonable judgment of Borrower).      B. Section 1.1 of the Credit Agreement is hereby amended by adding the following   definition in proper alphabetical sequence:   “Unrestricted Cash” means the aggregate amount of Cash and, to the extent readily   monetized, Cash Equivalents held in accounts of Borrower and the Guarantors that are subject to   a First Priority lien in favor of the Collateral Agent and subject to an agreement substantially in     





 







Exhibit 10.6   2      the form of Exhibit D to the Pledge and Security Agreement (or such other agreement in form and   substance reasonably satisfactory to the Collateral Agent) to the extent that the use of such Cash   for application to payment of the Obligations is not prohibited by law or expressly prohibited   under any contract or other agreement and such Cash and Cash Equivalents are free and clear of   all Liens (other than Liens in favor of the Collateral Agent and any statutory Liens in favor of   Banks (including rights of set-off)).   SECTION II.     CONDITIONS TO EFFECTIVENESS   This Amendment shall become effective as of the date hereof only upon the satisfaction of all of   the following conditions precedent (the date of satisfaction of such conditions being referred to herein as   the “First Amendment Effective Date”):   A. Execution. Administrative Agent shall have received a counterpart signature page of this   Amendment duly executed by each of the Credit Parties, the Administrative Agent, the Collateral Agent   and the Requisite Lenders.    B. Representations and Warranties.  The representations and warranties contained in   Section III hereof and in the other Credit Documents shall be true and correct in all material respects on   and as of the date hereof to the same extent as though made on and as of that date, except to the extent   such representations and warranties specifically relate to an earlier date, in which case such   representations and warranties shall have been true and correct in all material respects on and as of such   earlier date; provided that, in each case, such materiality qualifier shall not be applicable to any   representation and warranties that already are qualified or modified by materiality in the text thereof.   C. Default.  As of the date hereof, no event shall have occurred and be continuing or would   result from the effectiveness of this Amendment that would constitute an Event of Default or a Default.   SECTION III.     REPRESENTATIONS AND WARRANTIES   In order to induce Administrative Agent and the Requisite Lenders to enter into this Amendment   and to amend the Credit Agreement in the manner provided herein, each Credit Party party hereto   represents and warrants to Administrative Agent that the following statements are true and correct in all   respects:   A.     Corporate Power and Authority.  Each Credit Party party hereto has all requisite power   and authority to enter into this Amendment and to carry out the transactions contemplated by, and   perform its obligations under, the Credit Agreement as amended by this Amendment (the “Amended   Agreement”) and the other Credit Documents.   B.     Authorization of Agreements.  The execution and delivery of this Amendment and the   performance of the Amended Agreement and the other Credit Documents have been duly authorized by   all necessary action on the part of each Credit Party.   C.     No Conflict.  The execution and delivery by each Credit Party of this Amendment and the   performance by each Credit Party of the Amended Agreement and the other Credit Documents do not and   will not (i) violate (A) any provision of any law, statute, rule or regulation, or of the certificate or articles   of incorporation or partnership agreement, other constitutive documents or by-laws of Borrower or any   Credit Party or (B) any applicable order of any court or any rule, regulation or order of any Governmental   Authority, (ii) be in conflict with, result in a breach of or constitute (alone or with notice or lapse of time   or both) a default under any Contractual Obligation of the applicable Credit Party, where any such     





 







Exhibit 10.6   3      conflict, violation, breach or default referred to in clause (i) or (ii) of this Section III.C., individually or in   the aggregate could reasonably be expected to have a Material Adverse Effect, (iii) except as permitted   under the Amended Agreement, result in or require the creation or imposition of any Lien upon any of the   properties or assets of any Credit Party (other than any Liens created under any of the Credit Documents   in favor of Administrative Agent on behalf of Lenders), or (iv) require any approval of stockholders or   partners or any approval or consent of any Person under any Contractual Obligation of any Credit Party,   except for such approvals or consents which will be obtained on or before the date hereof and except for   any such approvals or consents the failure of which to obtain will not have a Material Adverse Effect.   D.     Governmental Consents.  No action, consent or approval of, registration or filing with or   any other action by any Governmental Authority is or will be required in connection with the execution   and delivery by each Credit Party of this Amendment and the performance by each Credit Party of the   Amended Agreement and the other Credit Documents, except for such actions, consents and approvals the   failure to obtain or make which could not reasonably be expected to result in a Material Adverse Effect or   which have been obtained and are in full force and effect.   E.     Binding Obligation.  This Amendment and the Amended Agreement have been duly   executed and delivered by each of the Credit Parties party hereto and thereto and each constitutes a legal,   valid and binding obligation of such Credit Party, to the extent a party hereto and thereto, enforceable   against such Credit Party in accordance with its terms, except as enforceability may be limited by   bankruptcy, insolvency, moratorium, reorganization or other similar laws affecting creditors’ rights   generally and except as enforceability may be limited by general principles of equity (regardless of   whether such enforceability is considered in a proceeding in equity or at law).   F.     Incorporation of Representations and Warranties from Credit Agreement. The   representations and warranties contained in Section 4 of the Amended Agreement are and will be true and   correct in all material respects on and as of the date hereof to the same extent as though made on and as of   that date, except to the extent such representations and warranties specifically relate to an earlier date, in   which case they were true and correct in all material respects on and as of such earlier date; provided that,   in each case, such materiality qualifier shall not be applicable to any representations and warranties that   already are qualified or modified by materiality in the text thereof.   G.     Absence of Default.  No event has occurred and is continuing or will result from the   consummation of the transactions contemplated by this Amendment that would constitute an Event of   Default or a Default.   SECTION IV.     ACKNOWLEDGMENT AND CONSENT; REAFFIRMATION   Each Credit Party hereby acknowledges that it has reviewed the terms and provisions of the   Credit Agreement and this Amendment and consents to the amendment of the Credit Agreement effected   pursuant to this Amendment. Each Credit Party hereby confirms and reaffirms that each Credit Document   to which it is a party or otherwise bound and all Collateral encumbered thereby will continue to guarantee   or secure, as the case may be, to the fullest extent possible in accordance with the Credit Documents the   payment and performance of all “Obligations” and “Secured Obligations”, as applicable, under each of   the Credit Documents to which it is a party (in each case as such terms are defined in the applicable   Credit Document).   Each Credit Party acknowledges and agrees that, after giving effect to this Amendment, any of   the Credit Documents to which it is a party or otherwise bound shall continue in full force and effect and   that all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by   the execution or effectiveness of this Amendment.  As of the First Amendment Effective Date, each     





 







Exhibit 10.6   4      Credit Party reaffirms each Lien it granted to the Collateral Agent for the benefit of the Secured Parties,   and any Liens that were otherwise created or arose under each of the Credit Documents to which such   Credit Party is party and reaffirms the guaranties made in favor of each Secured Party under each of the   Credit Documents to which such Credit Party is party, which Liens and guaranties shall continue in full   force and effect during the term of the Credit Agreement and any amendments, amendments and   restatements, supplements or other modifications thereof and shall continue to secure the Obligations of   the Borrower and the other Credit Parties under any Credit Document, in each case, on and subject to the   terms and conditions set forth in the Credit Agreement and the Credit Documents.   Each Guarantor acknowledges and agrees that (i) notwithstanding the conditions to effectiveness   set forth in this Amendment, such Guarantor is not required by the terms of the Credit Agreement or any   other Credit Document to consent to the amendments to the Credit Agreement effected pursuant to this   Amendment and (ii) nothing in the Credit Agreement, this Amendment or any other Credit Document   shall be deemed to require the consent of such Guarantor to any future amendments to the Credit   Agreement.   SECTION V.     MISCELLANEOUS   A.     Reference to and Effect on the Credit Agreement and the Other Credit Documents.    (i)     On and after the First Amendment Effective Date, each reference in the   Credit Agreement to “this Agreement”, “hereunder”, “hereof”, “herein” or words of like   import referring to the Credit Agreement, and each reference in the other Credit   Documents to the “Credit Agreement”, “thereunder”, “thereof” or words of like import   referring to the Credit Agreement shall mean and be a reference to the Credit Agreement   as amended by this Amendment.   (ii)     Except as specifically amended by this Amendment, the Credit Agreement   and the other Credit Documents shall remain in full force and effect and are hereby   ratified and confirmed.   (iii)     The execution, delivery and performance of this Amendment shall not   constitute a waiver of any provision of, or operate as a waiver of any right, power or   remedy of any Agent or Lender under, the Credit Agreement or any of the other Credit   Documents.   B.     Headings.  Section headings herein are included herein for convenience of reference only   and shall not constitute a part hereof for any other purpose or be given any substantive effect.   C.     Applicable Law.  THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS   OF THE PARTIES HEREUNDER (INCLUDING, WITHOUT LIMITATION, ANY CLAIMS   SOUNDING IN CONTRACT LAW OR TORT LAW ARISING OUT OF THE SUBJECT   MATTER HEREOF AND ANY DETERMINATIONS WITH RESPECT TO POST-JUDGMENT   INTEREST) SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN   ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD   TO CONFLICT OF LAWS PRINCIPLES THEREOF THAT WOULD RESULT IN THE   APPLICATION OF ANY LAW OTHER THAN THE LAW OF THE STATE OF NEW YORK.   D.     Counterparts.  This Amendment may be executed in any number of counterparts, each of   which when so executed and delivered shall be deemed an original, but all such counterparts together   shall constitute but one and the same instrument. Delivery of an executed counterpart of a signature page     





 







Exhibit 10.6   5      of this Amendment by facsimile or in electronic format (i.e., “pdf” or “tif”) shall be effective as delivery   of a manually executed counterpart of this Amendment.   E.     Credit Document.  This Amendment shall constitute a Credit Document.   [Remainder of this page intentionally left blank.]    





 







Exhibit 10.6      [SIGNATURE PAGE TO FIRST AMENDMENT TO CREDIT AND GUARANTY AGREEMENT]      IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed   and delivered by their respective officers thereunto duly authorized as of the date first written above.            TERRAFORM POWER, LLC   By:  /s/ Alejandro Hernandez      Name: Alejandro Hernandez    Title:  Executive Vice President and Chief     Financial Officer         TERRAFORM POWER OPERATING, LLC            By: TERRAFORM POWER, LLC,           its Sole Member and Sole Manager               By:  /s/ Alejandro Hernandez            Name: Alejandro Hernandez    Title:  Executive Vice President and Chief     Financial Officer                             





 







Exhibit 10.6      [SIGNATURE PAGE TO FIRST AMENDMENT TO CREDIT AND GUARANTY AGREEMENT]   SUNEDISON YIELDCO CHILE HOLDCO, LLC   SUNEDISON YIELDCO UK HOLDCO 2, LLC    SUNEDISON YIELDCO UK HOLDCO 3, LLC    SUNEDISON YIELDCO UK HOLDCO 4, LLC   SUNEDISON YIELDCO NELLIS HOLDCO, LLC   SUNEDISON CANADA YIELDCO, LLC   SUNEDISON YIELDCO DG-VIII HOLDINGS, LLC   SUNEDISON YIELDCO DG HOLDINGS, LLC   SUNEDISON YIELDCO REGULUS HOLDINGS, LLC   SUNEDISON YIELDCO ACQ1, LLC    SUNEDISON YIELDCO ACQ2, LLC    SUNEDISON YIELDCO ACQ3, LLC    SUNEDISON YIELDCO ACQ4, LLC    SUNEDISON YIELDCO ACQ5, LLC    SUNEDISON YIELDCO ACQ6, LLC    SUNEDISON YIELDCO ACQ7, LLC    SUNEDISON YIELDCO ACQ8, LLC    SUNEDISON YIELDCO ACQ9, LLC   SUNEDISON YIELDCO, DGS HOLDINGS, LLC   SUNEDISON YIELDCO, ENFINITY HOLDINGS, LLC   TERRAFORM POWER IVS I HOLDINGS, LLC   TERRAFORM REC ACQ HOLDINGS, LLC    TERRAFORM SOLAR HOLDINGS, LLC    TERRAFORM LPT ACQ HOLDINGS, LLC    TERRAFORM UK1 ACQ HOLDINGS, LLC    TERRAFORM CD ACQ HOLDINGS, LLC   TERRAFORM SOLAR XVII ACQ    HOLDINGS, LLC   TERRAFORM FIRST WIND ACQ, LLC      By: TERRAFORM POWER OPERATING, LLC, its   Sole Member and Sole Manager      By: TERRAFORM POWER, LLC,   its Sole Member and Sole Manager               By:  /s/ Alejandro Hernandez            Name: Alejandro Hernandez    Title:  Executive Vice President and Chief     Financial Officer                             





 







Exhibit 10.6      [SIGNATURE PAGE TO FIRST AMENDMENT TO CREDIT AND GUARANTY AGREEMENT]   BARCLAYS BANK PLC, as Administrative Agent,   Swing Line Lender and as a Lender      By: ___/s/ Ann E. Sutton_____________________   Ann E. Sutton   Authorized Signatory   Director         





 







Exhibit 10.6      [SIGNATURE PAGE TO FIRST AMENDMENT TO CREDIT AND GUARANTY AGREEMENT]   GOLDMAN SACHS BANK USA,   as a Lender   By: ____/s/ Authorized Signatory_________________   Authorized Signatory     





 







Exhibit 10.6      [SIGNATURE PAGE TO FIRST AMENDMENT TO CREDIT AND GUARANTY AGREEMENT]   MORGAN STANLEY SENIOR FUNDING, INC., as   a Lender   By: ____/s/ Authorized Signatory_________________   Authorized Signatory   Vice President     





 







Exhibit 10.6      [SIGNATURE PAGE TO FIRST AMENDMENT TO CREDIT AND GUARANTY AGREEMENT]   MORGAN STANLEY BANK, N.A.   as a Lender   By: ____/s/ Authorized Signatory_________________   Authorized Signatory     





 







Exhibit 10.6      [SIGNATURE PAGE TO FIRST AMENDMENT TO CREDIT AND GUARANTY AGREEMENT]   BANK OF AMERICA, N.A.,   as a Lender   By: ____/s/ Patrick Engel_________________   Name: Patrick Engel   Title: Director     





 







Exhibit 10.6      [SIGNATURE PAGE TO FIRST AMENDMENT TO CREDIT AND GUARANTY AGREEMENT]   CITIBANK, N.A.,   as a Lender   By: ____/s/ Carl Cho_______________   Carl Cho   Authorized Signatory   Vice President     





 







Exhibit 10.6      [SIGNATURE PAGE TO FIRST AMENDMENT TO CREDIT AND GUARANTY AGREEMENT]   MIHI LLC,   as a Lender   By: ____/s/ Caleb Hsieh______________   Name:     Caleb Hsieh   Title:       Authorized Signatory       By: ____/s/ Ayesha Farooqi______________   Name: Ayesha Farooqi   Title: Authorized Signatory     





 







Exhibit 10.6      [SIGNATURE PAGE TO FIRST AMENDMENT TO CREDIT AND GUARANTY AGREEMENT]   ROYAL BANK OF CANADA,   as a Lender   By: ____/s/ Authorized Signatory______________   Authorized Signatory     





 







Exhibit 10.6      [SIGNATURE PAGE TO FIRST AMENDMENT TO CREDIT AND GUARANTY AGREEMENT]   JPMORGAN CHASE BANK, N.A.,    as a Lender   By: ____/s/ Bridget Killackey______________   Name: Bridget Killackey   Title: Vice President     





 







Exhibit 10.6      [SIGNATURE PAGE TO FIRST AMENDMENT TO CREDIT AND GUARANTY AGREEMENT]   SANTANDER BANK, N.A.,    as a Lender   By: ____/s/ William Maag______________   Name: William Maag   Title: Managing Director