exhibit1023rdamendmentto







       -1-            THIRD AMENDMENT    TO   AMENDED & RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF   TERRAFORM POWER, LLC      This Third Amendment (this “Amendment”) to the Amended and Restated Limited   Liability Company Agreement of TerraForm Power, LLC (the “Company”), dated as of July   23, 2014 (as amended from time to time, the “LLC Agreement”), is entered into as of June 1,   2016 (the “Amendment Date”) by TerraForm Power, Inc., a Delaware corporation (“Terra,   Inc.”), acting in its capacity as sole Managing Member of the Company.  Capitalized terms used   herein and not otherwise defined shall have the meanings set forth in the LLC Agreement.   RECITALS      WHEREAS, the Managing Member desires to amend the LLC Agreement to delegate all   of the Managing Member’s rights, powers and authority with respect to Conflicts Matters (as   defined below in this Amendment) to an independent conflicts committee, subject to the terms   and conditions set forth in this Amendment;   WHEREAS, pursuant to Section 9.4 (Amendments and Waivers) of the LLC   Agreement, the Managing Member may in its sole discretion, without the approval of any other   Member or other Person, so amend the LLC Agreement;   WHEREAS, pursuant to Section 9.4 (Amendments and Waivers) of the LLC   Agreement, without further action or execution on the part of any other Member or other Person,   this Amendment may be executed solely by the Managing Member and the other Members shall   be deemed a party to and bound by this Amendment as of the date of hereof; and   WHEREAS, the Corporate Governance and Conflicts Committee of the Board of   Directors of Terra, Inc. (the “CGCC”), exercising the power and authority delegated to it under   the Resolutions of the Board of Directors of Terra, Inc. dated March 25, 2016 (the “Resolutions”)   to evaluate and act affirmatively with respect to the SUNE Restructuring-Related Matters (as   defined in the Resolutions), has unanimously approved and authorized the adoption, execution   and delivery of this Amendment by the Managing Member; and   WHEREAS, the approval of this Amendment by the CGCC satisfies the requirement set   forth in Section 9.4 (Amendments and Waivers) of the LLC Agreement that this Amendment be   approved by a majority of the independent directors of the Managing Member (as determined in   accordance with the applicable listing rules of the NASDAQ Global Select Market).    AMENDMENT      NOW THEREFORE, the Managing Member hereby amends the LLC Agreement as   follows:     





 






 -2-         1. Managing Member; Delegation of Authority and Duties.  Section 6.1 (Managing   Member; Delegation of Authority and Duties) of the LLC Agreement is   supplemented by adding the following provision as Section 6.1(d):    “(d) Delegation of Authority by Managing Member to Conflicts   Committee.    (i) In accordance with Section 6.1(c), to the fullest extent   permitted by law, until the first annual meeting of the stockholders of Terra, Inc.   held after December 31, 2016, the Managing Member hereby delegates to the LLC   Conflicts Committee (as defined in Section 6.1(d)(iv) below) exclusive power to   exercise all rights, powers and authority of the Managing Member to manage and   control the business and affairs of the Company and its Controlled Affiliates   relating to or involving SunEdison or any of its Affiliates (other than the Company   and its Controlled Affiliates) (the “Conflicts Matters”), including to:   a. enter into, terminate, modify, cancel, waive or amend   any agreement, lease, license, evidence of indebtedness,   mortgage, indenture, security agreement or other   contract, whether written or oral, with or involving   SunEdison or any of its Affiliates (other than the   Company and its Controlled Affiliates) (each, a “SUNE   Agreement”);   b. exercise, enforce or waive any rights, powers,   preferences or authority of the Company or any of its   Controlled Affiliates under or in connection with any   SUNE Agreement;    c. initiate, pursue, defend, settle, release, waive or   compromise any claim, action, suit, arbitration,   proceeding, investigation, audit or inquiry, in each case,   whether civil, criminal or administrative, in law or in   equity, involving SunEdison, any of its Affiliates (other   than the Company and its Controlled Affiliates) or any   of its or their directors or officers (in their capacity as   such), whether with respect to past, present or future acts   or omissions;   d. exercise, enforce or waive any rights, powers,   preferences or authority under this Agreement, the Act or   applicable law, or enter into any agreement or   arrangement with any party, with respect to or in   connection with the potential disposition by SunEdison   of Equity Securities of the Managing Member, the   Company or any other Controlling Affiliate of the   Company (whether by stock or asset sale, merger,     





 






 -3-         consolidation or other business combination), including   the establishment of arrangements for access to   confidential information about the Company and its   Affiliates and the implementation of takeover defenses;    e. amend, supplement, waive or modify this Agreement in   any manner that impacts the rights or obligations of   SunEdison or any of its Affiliates (other than the   Company and its Controlled Affiliates) in their capacity   as Members or holders of Equity Interests in the   Company; and   f. such other matters as the LLC Conflicts Committee may   determine from time to time involve a conflict of interest   between the interests of the Company or any of its   Controlled Affiliates and the interests of SunEdison or   any of its Affiliates (other than the Company and its   Controlled Affiliates);   provided, however, that “Conflicts Matters” shall not include the Managing   Member’s rights, power and authority under clause (ii) of Section 6.1(d)(iii) below   and clause (y) of Section 6.1(d)(iv) below to revoke, amend, supplement, waive or   modify the delegation of exclusive rights, powers and authority with respect to   Conflicts Matters to the LLC Conflicts Committee pursuant to this Section 6.1(d)(i)   or to remove or appoint any member of the LLC Conflicts Committee, in each case   with Independent Shareholder Approval.     (ii) Until such time as such delegation of rights, powers and   authority expires or is revoked by the Managing Member in accordance with the   terms of this Agreement, (x) the LLC Conflicts Committee exclusively shall have   all rights, powers and authority of the Managing Member under this Agreement   and the Act with respect to the Conflicts Matters, and (y) no action by the   Company or the Managing Member pursuant to this Agreement or the Act with   respect to any Conflicts Matter shall be effective unless taken, approved or ratified   by the LLC Conflicts Committee or any Person to whom the LLC Conflicts   Committee shall have delegated the right, power and authority to take, approve or   ratify such action in accordance with this Section 6.1(d).  For the avoidance of   doubt, the LLC Conflicts Committee shall have the exclusive power and authority   to delegate to one or more other Persons (including Officers) the rights, powers and   authority with respect to Conflicts Matters delegated to it by the Managing   Member to the same extent as the Managing Member has the power and authority   to delegate rights, powers and authority pursuant to Section 6.1(c).  The LLC   Conflicts Committee shall also be entitled to the benefit of all rights and powers of   the Managing Member in connection with the exercise of the rights delegated   hereunder.       





 






 -4-         (iii) Notwithstanding any other provision of this Agreement   (including Section 9.1 (Separate Agreements; Schedules) and Section 9.4   (Amendments and Waivers)), the delegation of exclusive rights, powers and   authority with respect to Conflicts Matters by the Managing Member to the LLC   Conflicts Committee pursuant to Section 6.1(d)(i) may not be revoked and the   provisions of this Section 6.1(d) may not be amended, supplemented, waived or   modified (including in connection with any merger, restructuring, plan of   reorganization or liquidation, dissolution, winding-up or consolidation) and the   members of the LLC Conflicts Committee may not be removed, except by a   written instrument signed by the Managing Member acting with either (i) the prior   written consent of a majority of the members of the LLC Conflicts Committee as   of the time of such revocation, amendment, supplement, waiver or modification or   removal or (ii) the prior approval of the holders (other than, directly or indirectly,   SunEdison or any of its Affiliates) of a majority of the outstanding shares of Class   A Common Stock (other than any such shares of Class A Common Stock held,   directly or indirectly, by SunEdison or any of its Affiliates) (clause (ii) being the   “Independent Shareholder Approval”).     (iv) The term “LLC Conflicts Committee” shall mean a   committee composed of (x) Mr. Jack Jenkins-Stark, Mr. Chris Compton and Mr.   Hanif “Wally” Dahya, (y) any individual appointed to the LLC Conflicts   Committee by the Managing Member with Independent Shareholder Approval of   such individual and (z) any individual appointed to the LLC Conflicts Committee   by a majority of the members of the LLC Conflicts Committee in office   immediately prior to such appointment, in each case until their resignation or   removal; provided that, except as otherwise determined by the affirmative vote of a   majority of the members of the LLC Conflicts Committee under exceptional and   limited circumstances, each member of the LLC Conflicts Committee must satisfy   such independence requirements as, in the determination of the LLC Conflicts   Committee, would satisfy the NASDAQ Global Select Market standards for   “independent directors” and nominations committee members, if such standards   were applicable to the LLC Conflicts Committee.     (v) The LLC Conflicts Committee may establish its own rules   of procedure from time to time by the affirmative vote of a majority of the   members of the LLC Conflicts Committee and shall operate in accordance with   such rules.  Notwithstanding anything in this Agreement to the contrary, so long as   the LLC Conflicts Committee has the same members as the Corporate Governance   and Conflicts Committee of the board of directors of Terra, Inc. (the “CGCC”), any   action or decision of the CGCC duly taken or made in accordance with Terra,   Inc.’s certificate of incorporation, by-laws and charter of the CGCC shall be   deemed to constitute an action or decision of the LLC Conflicts Committee if and   to the extent it covers any Conflicts Matters.   (vi) Notwithstanding any other provision of this Agreement   (including Section 9.3 (Parties in Interest)), (x) the provisions of this Section 6.1(d)   are intended to be for the benefit of, and shall be enforceable by, each member of     





 






 -5-         the LLC Conflicts Committee in his or her capacity as such, and (y) the provisions   of Section 6.1(d)(iii), Section 6.1(d)(iv)(y) and this Section 6.1(vi) are intended to   be for the benefit of, and shall be enforceable by, the holders of Class A Common   Stock (other than SunEdison or any of its Affiliates).  The Managing Member   hereby designates each member of the LLC Conflicts Committee as an   “Indemnitee” for purposes of this Agreement and any act or omission taken in   connection with its exercise of rights hereunder.   2. Governing Law.  This Amendment shall be governed by and construed in   accordance with the laws of the State of Delaware without regard to conflict of   laws principles.   3. Captions.  The headings of the several sections and subsections of this   Amendment are inserted for convenience only and shall not in any way affect the   meaning or construction of any provision of this Amendment.   4. Reference to the LLC Agreement.  Any and all notices, requests, certificates and   other documents or instruments executed and delivered concurrently with or after   the execution and delivery of this Amendment may refer to the LLC Agreement   without making specific reference to this Amendment, but all such references   shall be deemed to include this Amendment, unless the context shall otherwise   require.   5. Effectiveness of the LLC Agreement.  Except as expressly provided herein,   nothing in this Amendment shall be deemed to waive or modify any of the   provisions of the LLC Agreement.  In the event of any conflict between the LLC   Agreement and this Amendment, this Amendment shall prevail.         





 






 -6-         IN WITNESS WHEREOF, the Managing Member has executed this Amendment, effective as of   the date first written above.      TerraForm Power, Inc.   By: /s/ Peter Blackmore      Name: Peter Blackmore   Title: Chairman and Interim Chief Executive    Officer