PAYMENT AGREEMENTPayment Agreement • December 30th, 2015 • Sunedison, Inc. • Semiconductors & related devices
This Payment Agreement, dated as of December 29, 2015 (this “Agreement”), is by and among SunEdison, Inc., a Delaware corporation (“Holdco Buyer”) and D. E. Shaw Composite Holdings, L.L.C. and Madison Dearborn Capital Partners IV, L.P., acting jointly, solely in their capacity as the Sellers’ Representative (as defined in the Purchase and Sale Agreement, dated as of November 17, 2014 (the “Purchase Agreement”), by and among Holdco Buyer, TerraForm Power, LLC, a Delaware limited liability company, the Sellers’ Representative and each of the other parties thereto).
PURCHASE AND SALE AGREEMENT by and among SUNEDISON, INC., as Seller Parent, SUNE HAWAII SOLAR HOLDINGS, LLC, FIRST WIND SOLAR PORTFOLIO, LLC, FIRST WIND CALIFORNIA HOLDINGS, LLC and SUNE WIND HOLDINGS, INC., as Sellers, SELLER NOTE, LLC, as Note...Purchase and Sale Agreement • December 30th, 2015 • Sunedison, Inc. • Semiconductors & related devices • New York
This PURCHASE AND SALE AGREEMENT is made as of December 29, 2015 (this “Agreement”) by and among (a) SunE Hawaii Solar Holdings, LLC, a Delaware limited liability company (“Oahu Seller”), First Wind Solar Portfolio, LLC, a Delaware limited liability company (“Kawailoa Seller”), First Wind California Holdings, LLC, a Delaware limited liability company (“Mount Signal Seller”), and SunE Wind Holdings, Inc., a Delaware corporation (“Four Brothers/Three Cedars Seller”, and together with Oahu Seller, Kawailoa Seller and Mount Signal Seller, “Sellers”), (b) SunEdison Inc., a Delaware corporation (“Seller Parent”), (c) Seller Note, LLC, a Delaware limited liability company (“Note Issuer”), and (d) Madison Dearborn Capital Partners IV, L.P. (“MDCP”), D. E. Shaw Composite Holdings, LLC (“DESCH”), D. E. Shaw CF-SP Series 1 MWP Acquisition, L.L.C., D. E. Shaw CF-SP Series 13-04, L.L.C., D. E. Shaw CF-SP Series 8-01, L.L.C., D. E. Shaw CF-SP Series 11-06, L.L.C., D. E. Shaw CF-SP Series 10-07, L.L.
