AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT TerraForm Power, LLC Dated and effective as ofLimited Liability Company Agreement • July 8th, 2014 • TerraForm Power, Inc. • Electric services • Delaware
TERRAFORM POWER, INC., TERRAFORM POWER, LLC and TERRAFORM POWER OPERATING, LLC and SUNEDISON, INC. as Manager MANAGEMENT SERVICES AGREEMENTManagement Services Agreement • July 8th, 2014 • TerraForm Power, Inc. • Electric services • New York
THIS AGREEMENT is made as of the day of 2014, by and among TerraForm Power, Inc., a Delaware corporation (“Terra”), TerraForm Power, LLC, a Delaware limited liability company (“Terra LLC”), TerraForm Power Operating, LLC, a Delaware limited liability company (“Terra Operating”), and SunEdison, Inc., a Delaware corporation (the “Manager”). This Agreement shall become effective immediately prior to the consummation of the initial public offering of Terra’s Class A Common Stock on the date first above written.
PROJECT SUPPORT AGREEMENTProject Support Agreement • July 8th, 2014 • TerraForm Power, Inc. • Electric services • New York
THIS PROJECT SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of the day of , 2014 by and between SunEdison, Inc., a Delaware corporation (“SunEdison”), and TerraForm Power, LLC, a Delaware limited liability company (“Terra”). SunEdison and Terra are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
EXCHANGE AGREEMENTExchange Agreement • July 8th, 2014 • TerraForm Power, Inc. • Electric services • Delaware
This EXCHANGE AGREEMENT (this “Agreement”), dated as of , 2014, is made by and among TerraForm Power, Inc., a Delaware corporation (the “Corporation”), TerraForm Power, LLC, a Delaware limited liability company (“Terra LLC”), SunEdison, Inc. (“SunEdison”) and the other Persons from time to time party hereto in accordance with Section 4.1 hereof (collectively with SunEdison, the “Terra LLC Unitholders”).
SunEdison, Inc. 13736 Riverport Drive, Suite 180 Maryland Heights, Missouri 63043 July , 2014TerraForm Power, Inc. • July 8th, 2014 • Electric services • Delaware
Reference is made to that certain Project Support Agreement, dated as of July , 2014 (the “Project Support Agreement”), by and between SunEdison, Inc., a Delaware corporation (“SunEdison”), and TerraForm Power, LLC, a Delaware limited liability company (“Terra”). Capitalized terms used in this letter agreement but not otherwise defined herein shall have the meanings ascribed to such terms in the Project Support Agreement.
