0001193125-16-682456 Sample Contracts

FIRST SUPPLEMENTAL INDENTURE
Pledge and Security Agreement • August 16th, 2016 • Sunedison, Inc. • Semiconductors & related devices • New York

This PLEDGE AND SECURITY AGREEMENT (SECOND LIEN OBLIGATIONS), dated as of August 10, 2016 (as it may be amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), among certain Subsidiaries of the Borrower (as herein defined) as identified on the signature pages hereto (the “Initial Grantors,” and each, an “Initial Grantor”), any Additional Grantor (as herein defined) party hereto from time to time (together with the Initial Grantors, the “Grantors,” and 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 in such capacity, the “Collateral Trustee”).

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SECOND SUPPLEMENTAL INDENTURE
Second Supplemental Indenture • August 16th, 2016 • Sunedison, Inc. • Semiconductors & related devices • New York

Second Supplemental Indenture, dated as of August 10, 2016 (this “Supplemental Indenture”), among SunEdison, Inc., a Delaware corporation (the “Issuer”), the parties identified on the signature pages hereto (each, a “Guarantor”), and Wilmington Trust, National Association, as trustee (in such capacity, the “Trustee”).

AMENDMENT NO. 5 TO SENIOR SECURED SUPERPRIORITY DEBTOR-IN-POSSESSION CREDIT AGREEMENT
Credit Agreement • August 16th, 2016 • Sunedison, Inc. • Semiconductors & related devices • New York

AMENDMENT NO. 5 TO SENIOR SECURED SUPERPRIORITY DEBTOR-IN-POSSESSION CREDIT AGREEMENT, dated as of July 28, 2016 (this “Amendment”), to the Senior Secured Superpriority Debtor-in-Possession Credit Agreement, dated as of April 26, 2016 (as amended, restated, supplemented and/or otherwise modified from time to time, the “Credit Agreement”), among SunEdison, Inc., a Delaware corporation and a debtor and debtor-in-possession (“Borrower”), each lender from time to time party thereto and DEUTSCHE BANK AG NEW YORK BRANCH, as administrative agent (in such capacity, including any successor thereto, the “Administrative Agent”).

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