CREDIT AGREEMENT Dated as of May 27, 2014 among SUNEDISON SEMICONDUCTOR B.V., as Borrower, SUNEDISON SEMICONDUCTOR LIMITED, GOLDMAN SACHS BANK USA, as Administrative Agent GOLDMAN SACHS BANK USA, as Sole Lead Arranger and Sole Syndication Agent...Credit Agreement • June 2nd, 2014 • SunEdison Semiconductor LTD • Semiconductors & related devices • New York
This CREDIT AGREEMENT is entered into as of May 27, 2014, among SUNEDISON SEMICONDUCTOR B.V., a private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the law of the Netherlands, having its official seat (statutaire zetel) in Amsterdam, the Netherlands, having its registered office address at Naritaweg 165, Telestone 8, (1043 BW), Amsterdam, the Netherlands, and registered with the Dutch trade register under number 59315695 (the “Borrower”), SUNEDISON SEMICONDUCTOR LIMITED, a limited company organized under the law of the Republic of Singapore (f/k/a SunEdison Semiconductor Pte. Ltd., a private limited company organized under the law of the Republic of Singapore) (“Holdings”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), GOLDMAN SACHS BANK USA, as Administrative Agent, GOLDMAN SACHS BANK USA, as Sole Lead Arranger (in such capacity, “Arranger”), and as Sole Syndication Agent (
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 2nd, 2014 • SunEdison Semiconductor LTD • Semiconductors & related devices • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of May 29 (New York Time), 2014, by and between Samsung Electronics Co., Ltd., a company organized under the laws of the Republic of Korea (the “Shareholder”), and SunEdison Semiconductor Limited, a Singapore public limited company (the “Company”). Except as otherwise specified herein, all capitalized terms used in this Agreement are defined in Section 1.1.
PATENT AND TECHNOLOGY CROSS-LICENSE AGREEMENT BY AND BETWEEN SUNEDISON, INC. AND SUNEDISON SEMICONDUCTOR LIMITED DATED AS OF MAY 27, 2014Patent and Technology Cross-License Agreement • June 2nd, 2014 • SunEdison Semiconductor LTD • Semiconductors & related devices • New York
This Patent and Technology Cross-License Agreement (this “Agreement”), made and entered into as of May 27, 2014 and effective as of the Effective Date, is by and between SunEdison, Inc., a Delaware corporation (“SunEdison”), and SunEdison Semiconductor Limited, a Singapore corporation (“Semi” or “SSL”).
PATENT AND TECHNOLOGY LICENSE AGREEMENT (CCz & DCW Technology)Patent and Technology License Agreement • June 2nd, 2014 • SunEdison Semiconductor LTD • Semiconductors & related devices • New York
This Patent and Technology License Agreement (“Agreement”), made and entered into as of May 27, 2014 and effective as of the Effective Date, is by and between SunEdison, Inc., a Delaware corporation (“SunEdison”), and SunEdison Semiconductor Limited, a company organized and existing under the laws of Singapore and having its registered office at 80 Robinson Road, #02-00, Singapore 068898 (“SSL”).
JOINDER AND AMENDMENT AGREEMENT TO THE JOINT VENTURE AGREEMENTJoint Venture Agreement • June 2nd, 2014 • SunEdison Semiconductor LTD • Semiconductors & related devices
THIS JOINDER AND AMENDMENT AGREEMENT (this “Agreement”) to that certain Joint Venture Agreement, dated as of February 10, 2011 (the “Joint Venture Agreement”), in relation to SMP Ltd., a company organized under the laws of Korea (“SMP”), by and between SunEdison Products Singapore Pte. Ltd. (formerly known as MEMC Singapore Pte. Ltd.), a company organized and existing under the laws of Singapore (“SunEdison Singapore”), and Samsung Fine Chemicals Co., Ltd., a company organized and existing under the laws of Korea (“SFC”), is entered into as of May 27 (New York Time), 2014. SunEdison Singapore, SSBV (as defined below) and SFC are sometimes referred to herein as the “Parties” and each individually as a “Party”. Capitalized terms not defined herein have the meanings set forth in the Joint Venture Agreement.
SEPARATION AGREEMENT BY AND BETWEEN SUNEDISON, INC. AND SUNEDISON SEMICONDUCTOR LIMITED DATED AS OF May 27, 2014Separation Agreement • June 2nd, 2014 • SunEdison Semiconductor LTD • Semiconductors & related devices • New York
This SEPARATION AGREEMENT, made and entered into effective as of May 27, 2014 (this “Agreement”), is by and between SunEdison, Inc., a Delaware corporation (“SunEdison”), and SunEdison Semiconductor Limited, a Singapore corporation and wholly owned subsidiary of SunEdison (“SSL”). Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Article I.
EMPLOYMENT AGREEMENTEmployment Agreement • June 2nd, 2014 • SunEdison Semiconductor LTD • Semiconductors & related devices • Missouri
This EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of the 28th day of May, 2014, by and between SunEdison Semiconductor Limited, (“SSL”) and Shaker Sadasivam (“Executive”).
TECHNOLOGY JOINT DEVELOPMENT AND RIGHTS AGREEMENTTechnology Joint Development • June 2nd, 2014 • SunEdison Semiconductor LTD • Semiconductors & related devices • New York
This TECHNOLOGY JOINT DEVELOPMENT AGREEMENT (“Agreement”) is made as of May 27, 2014, (the “Effective Date”) by and between SunEdison, Inc., a Delaware corporation (“SunEdison”), and SunEdison Semiconductor Limited, a company organized and existing under the laws of Singapore and having its registered office at 80 Robinson Road, #02-00, Singapore 068898 (“SSL”). SunEdison and SSL may be referred to herein individually as a “Party” and collectively as the “Parties”.
TRANSITION SERVICES AGREEMENT BY AND BETWEEN SUNEDISON, INC. AND SUNEDISON SEMICONDUCTOR LIMITED DATED AS OF May 27, 2014Transition Services Agreement • June 2nd, 2014 • SunEdison Semiconductor LTD • Semiconductors & related devices • New York
The scope of Information Technology (“IT”) Services shall include the following list, each of which is specifically detailed in the Annex A Schedules that follow.
TAX MATTERS AGREEMENTTax Matters Agreement • June 2nd, 2014 • SunEdison Semiconductor LTD • Semiconductors & related devices
This TAX MATTERS AGREEMENT (this “Agreement”) is entered into as of May 27, 2014, by and among SunEdison, Inc., a Delaware corporation (“SunEdison”), and SunEdison Semiconductor Limited, a Singapore corporation and a wholly owned subsidiary of SunEdison (“Semiconductor”) (SunEdison and Semiconductor are sometimes collectively referred to herein as the “Companies” and, as the context requires, individually referred to herein as the “Company”).
