On April 26, 2017, TerraForm Power Operating, LLC (Terra
Operating), a subsidiary of TerraForm Power, Inc. (the Company),
entered into an eleventh amendment (the Eleventh Amendment) to
its Credit and Guaranty Agreement, dated as of January 28, 2015
(as amended, the Revolver), with Barclays Bank PLC, as
administrative agent and as lender, and certain other lenders
party to the Revolver.

The Eleventh Amendment extends the date by which TerraForm Power,
LLC (Terra LLC) must deliver to the Administrative Agent and the
other lenders party to the Revolver its financial statements and
accompanying audit report with respect to fiscal year 2016 to the
earlier of (x) July 15, 2017 and (y) the tenth business day prior
to the date on which the failure to deliver such financial
statements would constitute an event of default under Operatings
Indenture, dated January 28, 2015, with respect to its senior
notes due 2023 (the 2023 Indenture). If the financial statements
and accompanying report with respect to the fiscal year ended
December 31, 2016 are not delivered on or before June 1, 2017,
Terra LLC must deliver a draft of the unaudited consolidated
financial statements of the Company for the fiscal year ended
December 31, 2016 prepared in accordance with GAAP on or before
June 1, 2017.

The Eleventh Amendment also extends the date by which Terra LLC
must deliver to the Administrative Agent and the other lenders
party to the Revolver its financial statements and accompanying
information with respect to the fiscal quarter ended March 31,
2017 to the earlier of (a) July 31, 2017 and (b) the tenth
business day prior to the date on which the failure to deliver
such financial statements would constitute an event of default
under the 2023 Indenture and with respect to the fiscal quarters
ending June 30, 2017 and September 30, 2017 to the earlier of (x)
the date that is 75 days after the end of each such fiscal
quarter and (y) the tenth business day prior to the date on which
the failure to deliver such financial statements would constitute
an event of default under the 2023 Indenture. If the financial
statements and accompanying information with respect to the
fiscal quarter ended March 31, 2017 are not delivered on or
before June 30, 2017, Terra LLC must deliver a draft of the
unaudited quarterly consolidated financial statements of the
Company for the fiscal quarter ended March 31, 2017 prepared in
accordance with GAAP on or before June 30, 2017.

The Eleventh Amendment amends the Debt Service Coverage Ratio (as
defined in the Revolver) applicable to the fiscal quarters ended
December 31, 2016 and March 31, 2017 and the fiscal quarters
ending June 30, 2017 and September 30, 2017 from 1.75:1.00 to
1.50:1.00. The Eleventh Amendment also amends the Leverage Ratio
(as defined in the Revolver) applicable to the fiscal quarter
ended December 31, 2016 from 6.00:1.00 to 6.50:1.00 and
applicable to the fiscal quarter ended March 31, 2017 and the
fiscal quarters ending June 30, 2017 and September 30, 2017 from
5.75:1.00 to 6.50:1.00. In addition, the Eleventh Amendment
amends the definitions of Debt Service Coverage Ratio and
Leverage Ratio under the Revolvers to provide for, in each case,
certain pro forma>treatment of the repayment or refinancing of
Non-Recourse Project Indebtedness (as defined under the Revolver)
net of any new Non-Recourse Project Indebtedness incurred in
connection with any such refinancing.

Under the terms of the Eleventh Amendment, Terra Operating agreed
to prepay the outstanding loans under the Revolver and
permanently reduce the amount of Revolving Commitments (as
defined in the Revolver) available under the Revolver, in each
case by $50 million within five business days of the effective
date of the Eleventh Amendment. After giving effect to this
reduction in Revolving Commitments, the total borrowing capacity
of Terra Operating under the Revolver will equal $570.0 million.

The foregoing description of the Eleventh Amendment does not
purport to be complete and is qualified in its entirety by
reference to the Eleventh Amendment, which is filed as Exhibit
10.1 hereto and is incorporated herein by reference.

Item 9.01 Financial Statement and Exhibits.

(d) Exhibits