EX-10.9



 Exhibit 10.9 

SunEdison, Inc. 
 13736
Riverport Drive, Suite 180 
 Maryland Heights, Missouri 63043 

July 23, 2014 
 TerraForm Power, LLC 

12500 Baltimore Avenue 
 Beltsville, Maryland 20705 

Attention: General Counsel 
  

	 	Re:	Agreement Regarding the Priced Call Right Assets 

 Dear Sirs and Madams: 

Reference is made to that certain Project Support Agreement, dated as of July 23, 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. 
 The Parties have
mutually agreed on the pricing terms and a financial model for the Call Right Assets set forth in the table in Annex A under the heading “Priced Call Right Assets.” The aggregate Call Right Price for the Priced Call Right Assets
shall be US $732.0 million; provided, that such amount may be adjusted by mutual agreement of the Parties if there is a change to any of the variables in the agreed upon financial model (an “Adjustment”). The Parties agree that if
Terra elects to purchase less than all of the Priced Call Right Assets (a “Partial Election”), the Call Right Price for individual projects shall be determined based on the agreed upon financial model, as adjusted by mutual
agreement of the Parties to reflect any changes in applicable variables. If the Parties cannot agree on the terms of any Adjustment or the pricing terms in the case of a Partial Election, the Parties shall engage a Third Party Advisor and follow the
procedures set forth in Section 2.7 of the Project Support Agreement to resolve such dispute. 
 SunEdison acknowledges its
obligations under (i) Section 2.5 of the Project Support Agreement, that if SunEdison receives a Third Party Offer to purchase a Call Right Asset, SunEdison shall provide notice to Terra of the terms of such Third Party Offer in
reasonable detail, and Terra shall have the right, but not the obligation, to purchase such Call Right Asset on substantially similar terms (but at a price no less than specified in the Third Party Offer) by notifying SunEdison within ten
(10) Business Days of receiving the notice of such Third Party Offer, and (ii) Section 2.6 of the Project Support Agreement, that prior to satisfaction of the CAFD Commitment SunEdison may not market, negotiate, accept an offer
or sell a Priced Call Right Asset to any Third Party unless and until Terra delivers a notice that it is forfeiting its Call Right with respect to such Priced Call Right Asset. 

Except as explicitly set forth herein, all of the terms and conditions of the Project Support Agreement will remain in full force and effect
and will not be, or deemed to be, waived, modified, superseded or otherwise affected by this letter agreement. 
 [Signature Page follows]








 
			
	SUNEDISON, INC.
		
	By:	 	 /s/ Brian Wuebbels

	Name:	 	Brian Wuebbels
	Title:	 	Executive Vice President and Chief Financial Officer


  

			
	Acknowledged and Agreed on July 23, 2014
	
	TERRAFORM POWER, LLC
		
	By:	 	 /s/ Sebastian Deschler

	Name:	 	Sebastian Deschler
	Title:	 	General Counsel

 [Signature Page to Agreement Regarding the Priced Call Right Assets] 







 Annex A 








					
	 Project Name
	  	 Project Description
	  	 Projected Commercial

Operations Date

	Ontario 2015 projects	  	13.2 MW nameplate capacity; 22 sites; located in Canada	  	Q1 2015 - Q4 2015
	UK projects #1-6	  	139.0 MW nameplate capacity; 6 sites; located in the United Kingdom	  	Q1 2015 - Q2 2015
	Chile project #1	  	69.0 MW nameplate capacity; 1 site; located in Chile	  	Q1 2015
	Ontario 2016 projects	  	10.8 MW nameplate capacity; 18 sites; located in Canada	  	Q1 2016 - Q4 2016
	Chile project #2	  	94.0 MW nameplate capacity; 1 site; located in Chile	  	Q1 2016