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Entry into a Material Definitive

Third Amendment to Credit and Guaranty Agreement

On December 9, 2015, TerraForm Power Operating, LLC, a subsidiary of TerraForm Power, Inc., entered into a third amendment to its credit and guaranty agreement with Barclays Bank PLC, as Administrative Agent and Lender, and certain other lenders party thereto (the Amended Revolver).

The Amended Revolver amends the Leverage Ratio from 5:00 to 1:00 (subject to certain increases if certain acquisitions are consummated), to as follows:

5:00:1:00 for the fiscal quarters ending June 30, 2015 and September 30, 2015;

6:00:1:00 for any fiscal quarter occurring after...


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