SunEdison, Inc. (Company) The Guarantors Named Herein (Guarantors) and Wilmington Trust, National Association (Trustee) 5% Guaranteed Convertible Senior Secured Notes due 2018 INDENTURE Dated as of January 11, 2016Indenture • January 13th, 2016 • Sunedison, Inc. • Semiconductors & related devices • New York
INDENTURE, dated as of January 11, 2016, among SunEdison, Inc., a Delaware corporation, as issuer (the “Company”), the Guarantors (as defined herein) party hereto, and Wilmington Trust, National Association, as trustee, conversion agent, registrar, bid solicitation agent and paying agent (in such capacities, the “Trustee”, “Conversion Agent”, “Registrar”, “Bid Solicitation Agent” and “Paying Agent”, respectively).
COLLATERAL TRUST AGREEMENT dated as of January 11, 2016 among SUNEDISON, INC., the Guarantors from time to time party hereto, DEUTSCHE BANK AG NEW YORK BRANCH, as Administrative Agent under the Credit Agreement WILMINGTON TRUST, NATIONAL ASSOCIATION,...Collateral Trust Agreement • January 13th, 2016 • Sunedison, Inc. • Semiconductors & related devices • New York
COLLATERAL TRUST AGREEMENT (as amended, supplemented, amended and restated or otherwise modified from time to time in accordance with the terms hereof, this “Agreement”) dated as of January 11, 2016 among SunEdison, Inc., a Delaware corporation (the “Borrower”), the Guarantors from time to time party hereto, Deutsche Bank AG New York Branch, as Administrative Agent (as defined below), Wilmington Trust, National Association, a national banking association, as Trustee (as defined below), each additional Pari Passu Lien Representative (as defined below) that executes and delivers a Collateral Trust Joinder (as defined below), and Wilmington Trust, National Association, a national banking association, as Collateral Trustee (in such capacity and together with its successors in such capacity, the “Collateral Trustee”).
INTERCREDITOR AGREEMENT Dated as of January 11, 2016 among WELLS FARGO BANK, NATIONAL ASSOCIATION, as First Lien Administrative Agent and WILMINGTON TRUST, NATIONAL ASSOCIATION, as Second Lien Collateral Trustee and acknowledged and agreed to by...Intercreditor Agreement • January 13th, 2016 • Sunedison, Inc. • Semiconductors & related devices • New York
This INTERCREDITOR AGREEMENT (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”), is dated as of January 11, 2016, and entered into by and among WELLS FARGO BANK, NATIONAL ASSOCIATION (“Wells Fargo”), as administrative agent for the holders of the First Lien Obligations (as defined below) (in such capacity and together with its successors and assigns from time to time, the “First Lien Administrative Agent”) and WILMINGTON TRUST, NATIONAL ASSOCIATION (“Wilmington Trust”), as collateral trustee for the holders of the Second Lien Obligations (as defined below) (in such capacity and together with its successors and assigns from time to time, the “Second Lien Collateral Trustee”) and acknowledged and agreed to by SUNEDISON, INC., a Delaware corporation (the “Company”) and the other Grantors (as defined below). Capitalized terms used in this Agreement have the meanings assigned to them in Section 1 below.
AMENDMENT NO. 9 TO CREDIT AGREEMENTCredit Agreement • January 13th, 2016 • Sunedison, Inc. • Semiconductors & related devices • New York
THIS AMENDMENT NO. 9 TO CREDIT AGREEMENT (this “Amendment”) is dated as of January 11, 2016 and is entered into among SUNEDISON, INC., a Delaware corporation (the “Borrower”), the Guarantors party hereto and the Lenders party hereto, and is acknowledged by the Administrative Agent, and is made with reference to that certain Credit Agreement dated as of February 28, 2014 (as amended through the date hereof, the “Credit Agreement”) among the Borrower, the Lenders, the Administrative Agent and the other Agents named therein. Capitalized terms used herein without definition shall have the same meanings herein as set forth in the Credit Agreement.
SECOND LIEN CREDIT AGREEMENT Dated as of January 11, 2016 among SUNEDISON, INC., as Borrower, DEUTSCHE BANK AG NEW YORK BRANCH, as Administrative Agent DEUTSCHE BANK SECURITIES INC., BARCLAYS BANK PLC, MACQUARIE CAPITAL (USA) INC., and KEYBANC CAPITAL...Sunedison, Inc. • January 13th, 2016 • Semiconductors & related devices • New York
This SECOND LIEN CREDIT AGREEMENT is entered into as of January 11, 2016, among SUNEDISON, INC., a Delaware corporation (the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and DEUTSCHE BANK AG NEW YORK BRANCH, as Administrative Agent.
SECOND LIEN PLEDGE AND SECURITY AGREEMENT Dated as of January 11, 2016 between EACH OF THE GRANTORS PARTY HERETO and WILMINGTON TRUST, NATIONAL ASSOCIATION, solely in its capacity as Collateral TrusteeSecurities Account Control Agreement • January 13th, 2016 • Sunedison, Inc. • Semiconductors & related devices • New York
This SECOND LIEN PLEDGE AND SECURITY AGREEMENT, dated as of January 11, 2016 (as it may be amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), between SunEdison, Inc., a Delaware corporation (the “Borrower”) and each of the subsidiaries of the Borrower party hereto from time to time, whether as an original signatory hereto or as an Additional Grantor (as herein defined) (together with the Borrower, each, a “Grantor”), and Wilmington Trust, National Association, solely in its capacity as collateral trustee for the Secured Parties (as herein defined) (in such capacity as collateral trustee, together with its successors and permitted assigns, the “Collateral Trustee”).
