Page 13 of 16 – SEC Filing Exhibit G
CONFIDENTIAL
Letter Agreement and Term Sheet
Brookfield / Appaloosa
This Term Sheet contains certain understandings
relating to the terms on which Brookfield Asset Management Inc. and its affiliates (collectively, “Brookfield”)
and Appaloosa LP (“Appaloosa”) will engage in discussions with respect to the transactions described herein.
Neither Brookfield nor Appaloosa (nor any of its affiliates) shall have any obligation, express or implied, to propose or complete
any transaction, or to enter into a Definitive Agreement, and any such person or entity may at any time, and for any reason or
no reason at all, and without any liability, determine not to pursue or proceed with any transaction. This Term Sheet supersedes
and replaces any prior term sheet or discussions regarding the transactions described herein or any other potential transaction
involving the parties hereto.
Structure; Ownership: The parties intend to enter into a binding support
agreement (the “Definitive Agreement”) setting forth the terms and conditions under which each party will agree
to (i) support and cooperate with one another to acquire all of the equity interests currently held by SunEdison, Inc. (the “SUNE
Shares”) in Terraform Power, Inc. and its subsidiaries (“TERP”), and (ii) subject all of their shares
of TERP common stock (which do not include any TERP shares that may be held by counterparties to cash-settled total return swap
agreements or similar derivative transactions) now owned or hereafter acquired, including the SUNE Shares (collectively, “TERP
Shares”), to certain restrictions, including those described herein.
The parties expect that Brookfield and Appaloosa
will each acquire a mutually agreed upon percentage of the SUNE Shares. The parties acknowledge that the acquisition of the SUNE
Shares by each party will be structured in a manner that (i) satisfies any applicable regulatory requirements and (ii) preserves
and maximizes tax efficiencies for such party, as determined by such party in its sole and absolute discretion.
Exclusivity: In consideration of the time and expense associated
with exploring the transactions contemplated hereby and with the preparation of the Definitive Agreement, each party hereto, on
its own behalf and on behalf of its officers, directors, equity owners, agents, representatives and controlled affiliates, agrees,
for a period commencing on the date of this Term Sheet and expiring 90 days thereafter (or such other period agreed upon by the
parties in writing) (the “Exclusivity Period”), not to negotiate or accept proposals from other persons or entities
regarding one or more transactions that are comparable to the transactions provided for in this Term Sheet.
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Exhibit G
CONFIDENTIAL
Letter Agreement and Term Sheet
Brookfield / Appaloosa
This Term Sheet contains certain understandings
relating to the terms on which Brookfield Asset Management Inc. and its affiliates (collectively, “Brookfield”)
and Appaloosa LP (“Appaloosa”) will engage in discussions with respect to the transactions described herein.
Neither Brookfield nor Appaloosa (nor any of its affiliates) shall have any obligation, express or implied, to propose or complete
any transaction, or to enter into a Definitive Agreement, and any such person or entity may at any time, and for any reason or
no reason at all, and without any liability, determine not to pursue or proceed with any transaction. This Term Sheet supersedes
and replaces any prior term sheet or discussions regarding the transactions described herein or any other potential transaction
involving the parties hereto.
| Structure; Ownership: | The parties intend to enter into a binding support The parties expect that Brookfield and Appaloosa |
| Exclusivity: | In consideration of the time and expense associated |
