exhibit1017thamendmentto







                     SEVENTH AMENDMENT   TO CREDIT AND GUARANTY AGREEMENT   THIS SEVENTH AMENDMENT TO CREDIT AND GUARANTY AGREEMENT (this   “Amendment”) is dated as of May 27, 2016 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. Section 1.1 of the Credit Agreement is hereby amended by adding the following   definition in proper alphabetical sequence:   “DE Shaw Litigation” means the proceeding commenced by D.E. Shaw Composite Holdings,   L.L.C. and/or Madison Dearborn Capital Partners IV, L.P. against Parent and/or Holdings with respect to   claims for breaches under the Acquisition Agreement.    “Liquidity Period End Date” means the first date on which Total Liquidity shall exceed   $100,000,000 occurring on or after the latest of (i) December 31, 2016, (ii) the date on which Parent has   filed its Form 10-K under the Exchange Act with the United States Securities and Exchange Commission   with respect to the Fiscal Year ending December 31, 2015 and (iii) the date on which a final, non-   appealable judgment is issued or a binding settlement is reached with respect to the DE Shaw Litigation.   “Seventh Amendment Date” means May 27, 2016.   “Total Liquidity” means, (x) the sum of (i) the aggregate unused portion of Revolving   Commitments, plus (ii) the aggregate amount of cash held in accounts of Borrower and the Guarantors   that are subject to a deposit account control agreement in favor of the Collateral Agent in an amount not   to exceed $100,000,000, plus (iii) the aggregate amount of cash held in accounts of Borrower and the   Guarantors that are subject to a deposit account control agreement in favor of the Collateral Agent in     





 






2                     excess of $100,000,000; provided, that the amount determined pursuant to this clause (iii) shall in no   event exceed the amount determined pursuant to subclause (y) of this definition, minus (y) the amount of   current liabilities with respect to the DE Shaw Litigation (as determined in accordance with GAAP).    B. Section 5.1(b) of the Credit Agreement is hereby amended by amending and restating the   proviso appearing at the end thereof in its entirety to read as follows:   “provided, that, notwithstanding anything herein to the contrary, the financial statements and   accompanying information required to be delivered pursuant to this Section 5.1(b) with respect to (i) (x)   the Fiscal Quarter ending March 31, 2016 shall be delivered on or before June 30, 2016 and (y) the Fiscal   Quarters ending June 30, 2016 and September 30, 2016 shall be delivered on or before the date that is 75   days after the end of each such Fiscal Quarter and (ii) the Fiscal Quarters ending March 31, 2016, June   30, 2016 and September 30, 2016 shall be satisfied by delivery of unaudited quarterly consolidated   financial statements of the Parent for the applicable Fiscal Quarter prepared in accordance with GAAP so   long as the requirements set forth in clauses (x), (y) and (z) of Section 5.1(q) are satisfied, together with   (x) comparisons to the corresponding figures for the corresponding Fiscal Quarter of the previous Fiscal   Year, (y) a Financial Officer Certification and (z) information that explains in reasonable detail the   differences, if any, between the information relating to Parent and any of its Subsidiaries other than   Holdings and its Subsidiaries, on the one hand, and the information relating to Holdings and its   Subsidiaries on a stand-alone basis, on the other hand;”   C. Section 5.1(c) of the Credit Agreement is hereby amended to replace the date “May 28,   2016” appearing therein with the following:   “the earlier of (x) the tenth (10th) Business Day prior to the date on which the failure to deliver   the financial statements required to be delivered pursuant to Section 4.03(a)(1) of the Senior   Notes Indenture constitutes an “Event of Default” under and as then defined in the Senior Notes   Indenture and (y) March 30, 2017.”   D. Section 5.19 of the Credit Agreement is hereby amended and restated in its entirety to   read as follows:   “5.19 Additional Obligations.  Holdings shall (i) cause the Borrower, its subsidiaries and   management thereof to use commercially reasonable efforts to cooperate with Zolfo Cooper, LLC as   directed by the Administrative Agent, (ii) cause the Borrower to submit a request to the holders of the   Senior Notes pursuant to Section 9.02 of the Senior Notes Indenture (a) requesting a waiver (the “Senior   Notes Waiver”) of any default or event of default arising under the Senior Notes Indenture from the   Borrower’s failure to file with the SEC or make publicly available on a website the annual report required   to be delivered pursuant to Section 4.03(a)(1) of the Senior Notes Indenture with respect to the Fiscal   Year ending December 31, 2015, so long as such annual report is filed with the SEC or made publicly   available on a website on or before the Business Day prior to the date on which the failure to file such   annual report with the SEC or make publicly available on a website such annual report constitutes an   “Event of Default” under and as then defined in the Senior Notes Indenture (as amended by such   amendment) or (b) requesting an amendment to such provisions of the Senior Notes Indenture removing   the requirement to comply with such provisions with respect to the Fiscal Year ending December 31,   2015, (iii) in the event that (A) the interest rate payable with respect to the Senior Notes is materially   increased in connection with the Senior Notes Waiver or (B) a material repayment of the Senior Notes is     





 






3                     effectuated in connection with the Senior Notes Waiver, then the Borrower and the other Credit Parties   shall simultaneously offer to enter into an amendment to the Credit Agreement with the Lenders to make   (x) in the case of clause (A), corresponding increases in the Applicable Margin at all leverage levels equal   to 50% of the increase in the interest rate (expressed in basis points) of the increase in interest rate for the   Senior Notes in connection with the terms of the Senior Notes Waiver, for such period of time as such   principal amounts shall be outstanding under the Credit Agreement and such increased interest rate shall   be in effect with respect to the Senior Notes and (y) in the case of clause (B), a permanent reduction in the   Revolving Commitments that represents, on a percentage basis, a reduction of 50% of the reduction in the   outstanding amount of Senior Notes as a result of repurchases or repayments made in connection with the   terms of the Senior Notes Waiver and (iv) cause the Borrower to pay an additional fee to the Lenders in   an amount equal to the excess, if any, of any consent or similar fee paid in connection with the Senior   Notes Waiver over 0.50% of the outstanding principal amount of the Senior Notes.”   E. Section 5 of the Credit Agreement is hereby amended to insert the following new Section   5.20 at the end thereof:   “5.20 Further Security Obligations.     (a) Notwithstanding anything to the contrary contained herein or in   the other Credit Documents but subject to Section 5.20(b), Holdings and the Borrower   shall, on or prior to July 31, 2016 (or such later date as the Administrative Agent shall   determine in its sole discretion):    (i) deliver a certificate of an Authorized Officer to the   Administrative Agent that (i) attaches an organizational chart of the Borrower   and its subsidiaries as of the date of such certificate and (ii) sets forth all Non-   Recourse Subsidiaries of the Borrower as of the date of such certificate and   indicates, with respect to each such Non-Recourse Subsidiary, whether any Non-   Recourse Project Indebtedness, tax equity financing document, hedging   agreement, project document or (to the extent the Non-Recourse Subsidiary is not   wholly owned by a Subsidiary of Holdings) organizational document   (collectively, “Relevant Agreements”) of such Non-Recourse Subsidiary, of any   Subsidiary of such Non-Recourse Subsidiary or of the direct or indirect parent of   such Non-Recourse Subsidiary, or any applicable restriction imposed by a   Governmental Authority, in each case prohibits, restricts or requires consent for   the guarantees and Liens described in this Section 5.20 with respect to the   applicable Non-Recourse Subsidiary (in each case, a “Lien Prohibition”); and    (ii) cause each Non-Recourse Subsidiary in existence on   such date (and promptly (and in any event not less than ten (10) Business Days)   after the formation or acquisition of any Non-Recourse Subsidiary after the   Seventh Amendment Date cause such Non-Recourse Subsidiary) (I) that is the   direct owner of a Clean Energy System commonly referred to as “First Wind”,   “Atwell Island”, “MA Operating”, “Thor”, “Mt. Signal”, “Regulus”, the “UK   Portfolio” or the “Canada Portfolio”  or (II) that directly or indirectly owns a   Non-Recourse Subsidiary described in clause (I), in each case to execute and   deliver such documents and do such other acts and things as the Administrative     





 






4                     Agent or Collateral Agent may reasonably request to cause each such Non-   Recourse Subsidiary to guarantee the Obligations and to secure such guarantee   with perfected Liens granted to the Collateral Agent on substantially all of such   Non-Recourse Subsidiary’s assets (including outstanding Equity Interests of such   Non-Recourse Subsidiary’s subsidiaries but excluding Real Estate Assets (other   than fixtures to the extent a security interest therein can be perfected by filing a   financing statement in the secretary of state or similar office in the jurisdiction of   the grantor’s formation)), in all cases pursuant to documentation reasonably   acceptable to the Administrative Agent (including delivery of customary legal   opinions relating thereto).    (b) Notwithstanding anything to the contrary in Section 5.20(a), (i)   no guarantee or Lien shall be required under Section 5.20(a) if such Non-Recourse   Subsidiary is subject to a Lien Prohibition so long as such Lien Prohibition was not put in   place in contemplation of this requirement and (ii) such guarantee and Lien shall be   automatically released and terminated upon (I) the entry into by the applicable Non-   Recourse Subsidiary of a Relevant Agreement that imposes a Lien Prohibition or the   application of a restriction of a Governmental Authority on the imposition of such   guarantee and/or Lien (provided that any such Relevant Agreement was not entered into   for the purpose of avoiding application of the requirements of Section 5.20(a) to such   Non-Recourse Subsidiary) and (II) a disposition of property permitted by the Credit   Agreement, and in each case, the Administrative Agent and Collateral Agent shall, at the   Borrower’s expense, execute and deliver or otherwise authorize the filing of such   documents as the Borrower or applicable Non-Recourse Subsidiary shall reasonably   request, including financing statement amendments, to evidence such release and   termination; provided, however, that if such Lien Prohibition lapses or is otherwise no   longer in existence at any time then Holdings and the Borrower shall cause the applicable   Non-Recourse Subsidiary to promptly take the actions contemplated by this Section 5.20;   provided, further, that any Non-Recourse Subsidiary that is prohibited from pledging the   Stock of all of its Subsidiaries (but, for the avoidance of doubt, not prohibited from   guaranteeing the Obligations) shall not guarantee the Obligations unless the   Administrative Agent requires such guarantee in its sole discretion.   (c) Nothing in this Section 5.20, including the delivery of guarantees   or the granting of liens described in this Section 5.20, shall result in a Non-Recourse   Subsidiary (i) ceasing to be a Non-Recourse Subsidiary for purposes of this Agreement or   (ii) being considered a Guarantor or Credit Party for purposes of this Agreement.”   F. Section 6.4(c) of the Credit Agreement is hereby amended and restated in its entirety to   read as follows:   “(c) Borrower may make Restricted Junior Payments to Holdings, and Holdings may make   Restricted Junior Payments to its equity holders; provided that (x) immediately prior to any such   Restricted Junior Payment and after giving effect thereto, no Event of Default shall have occurred and be   continuing or would result therefrom, (y) immediately prior to any such Restricted Junior Payment and   after giving effect thereto, Borrower shall be in compliance on a pro forma basis with each of the   financial covenants set forth in Section 6.7 and (z) until the Liquidity Period End Date, immediately prior     





 






5                     to any such Restricted Junior Payment and after giving effect thereto, Total Liquidity shall exceed   $300,000,000; provided that, so long as the condition in clause (z) remains in effect, Borrower shall set   forth the calculation of Total Liquidity on a quarterly basis in its financial statements package required to   be delivered pursuant to Section 5.1(b).”   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 “Seventh 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 Sections 4.1, 4.2, 4.3, 4.4, 4.5, 4.6, and  4.25 of the Credit Agreement 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 representations 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.   D. Fees.  The Administrative Agent shall have received, or shall have received satisfactory   confirmation of payment of, all fees and other amounts due and payable on or prior to the Seventh   Amendment Effective Date, including, to the extent invoiced, all out-of-pocket expenses required to be   reimbursed or paid by the Borrower hereunder or under any other Credit Document.   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.     





 






6                     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   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 Collateral 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 Sections 4.1, 4.2, 4.3, 4.4, 4.5, 4.6, and  4.25 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     





 






7                     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 Seventh Amendment Effective Date, each   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 Seventh 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.     





 






8                     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   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.   F.     DE Shaw Litigation.  The Administrative Agent and each Lender party hereto   acknowledge that as of the date of this Amendment, the Borrower has informed the   Administrative Agent and each Lender that it believes the claims in the complaint described in   the definition of “DE Shaw Litigation” are without merit and the Borrower and TerraForm   Power, Inc. plan to vigorously defend them. Nothing herein shall be construed as an admission of   liability with respect to such claims or a waiver of any rights or defenses of the Borrower or any   other Credit Party with respect thereto.    [Remainder of this page intentionally left blank.]        





 






      [Signature Page to Seventh 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/ Rebecca Cranna       Name: Rebecca Cranna    Title:  EVP, CFO         TERRAFORM POWER OPERATING, LLC            By: TERRAFORM POWER, LLC,           its Sole Member and Sole Manager         By:  /s/ Rebecca Cranna       Name: Rebecca Cranna    Title:  EVP, CFO                             





 






[Signature Page to Seventh Amendment to Credit and Guaranty Agreement]         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 2 MASTER HOLDCO,   LLC   SUNEDISON YIELDCO NELLIS MASTER HOLDCO, LLC   SUNEDISON YIELDCO REGULUS MASTER HOLDCO, LLC   SUNEDISON YIELDCO ACQ1 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      By: TERRAFORM POWER OPERATING, LLC, its   Sole Member and Sole Manager      By: TERRAFORM POWER, LLC,   its Sole Member and Sole Manager         By:  /s/ Rebecca Cranna       Name: Rebecca Cranna    Title:  EVP, CFO                                





 






[Signature Page to Seventh Amendment to Credit and Guaranty Agreement]         BARCLAYS BANK PLC, as Administrative Agent,   Collateral Agent, Swing Line Lender and as a Lender      By: _/s/ Matthew Cybul_____________________    Name: Matthew Cybul   Title:  Assistant Vice President     





 






[Signature Page to Seventh Amendment to Credit and Guaranty Agreement]         CITIBANK N.A.,   as a Lender   By:  /s/ Authorized Signatory   Authorized Signatory    Margo Chen Campbell    Director    Institutional Clients Group        





 






[Signature Page to Seventh Amendment to Credit and Guaranty Agreement]         GOLDMAN SACHS BANK USA,   as a Lender   By:  /s/ Authorized Signatory   Authorized Signatory         





 






[Signature Page to Seventh Amendment to Credit and Guaranty Agreement]         JPMORGAN CHASE BANK, N.A.,   as a Lender   By: __/s/ Douglas A. Kravitz__________________   Name:  Douglas A. Kravitz   Title:    Executive Director         





 






[Signature Page to Seventh Amendment to Credit and Guaranty Agreement]         KeyBank National Association,   as a Lender   By:  /s/ Authorized Signatory   Authorized Signatory         





 






[Signature Page to Seventh Amendment to Credit and Guaranty Agreement]         MIHI LLC, as a Lender   By:  /s/ Authorized Signatory   Authorized Signatory   By:  /s/ Authorized Signatory   Authorized Signatory            





 






[Signature Page to Seventh Amendment to Credit and Guaranty Agreement]         MORGAN STANLEY BANK, N.A.,   as a Lender   By:  /s/ Authorized Signatory    Authorized Signatory         





 






[Signature Page to Seventh Amendment to Credit and Guaranty Agreement]         MORGAN STANLEY SENIOR FUNDING, INC.,   as a Lender   By:  /s/ Authorized Signatory   Authorized Signatory   Vice President