SUNEDISON, INC. Contracts & Agreements

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FIRST SUPPLEMENTAL INDENTURE
Indenture Agreements
SUNEDISON, INC.
2016
SECOND SUPPLEMENTAL INDENTURE
Indenture Agreements
SUNEDISON, INC.
2016
AMENDMENT NO. 5 TO SENIOR SECURED SUPERPRIORITY DEBTOR-IN-POSSESSION CREDIT AGREEMENT
Credit Agreements
SUNEDISON, INC.
2016
AMENDMENT NO.3 TO SENIOR SECURED SUPERPRIORITY DEBTOR-IN-POSSESSION CREDIT AGREEMENT
Credit Agreements
SUNEDISON, INC.
NY
2016
AMENDMENT NO. 1 TO SENIOR SECURED SUPERPRIORITY DEBTOR-IN-POSSESSION CREDIT AGREEMENT
Credit Agreements
SUNEDISON, INC.
2016
SunEdison, Inc. (Company) The GuarantorsNamed Herein (Guarantors) and Wilmington Trust, National Association (Trustee) 5% GuaranteedConvertible Senior Secured Notes due 2018...
Indenture Agreements
SUNEDISON, INC.
DE
2016
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...
Credit Agreements
SUNEDISON, INC.
NY
2016
INTERCREDITOR AGREEMENT Dated as of January 11, 2016 among WELLS FARGOBANK, NATIONAL ASSOCIATION, as First Lien Administrative Agent and WILMINGTON TRUST,NATIONAL ASSOCIATION, as...
SUNEDISON, INC.
DE
2016
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...
Credit Agreements
SUNEDISON, INC.
NY
2016
SECOND LIEN PLEDGE AND SECURITY AGREEMENT Dated as of January 11, 2016 between EACH OF THEGRANTORS PARTY HERETO and WILMINGTON TRUST, NATIONAL ASSOCIATION, solely in its capacity...
Security Agreements
SUNEDISON, INC.
NY
2016
AMENDMENT NO. 9 TOCREDIT AGREEMENT
SUNEDISON, INC.
2016
PURCHASE ANDSALE AGREEMENT by and among SUNEDISON, INC., asSeller Parent, SUNE HAWAII SOLAR HOLDINGS, LLC, FIRST WIND SOLAR PORTFOLIO, LLC, FIRST WIND CALIFORNIA HOLDINGS, LLC and...
Note Agreements
SUNEDISON, INC.
DE
2015
PAYMENTAGREEMENT
SUNEDISON, INC.
2015
AMENDMENT TO THEAGREEMENT AND PLAN OF MERGER by and among SUNEDISON, INC., SEVMERGER SUB INC. AND VIVINT SOLAR, INC. Datedas of December 9, 2015 AMENDMENT TO THE AGREEMENT AND...
Merger Agreements
SUNEDISON, INC.
2015
AMENDED AND RESTATED PURCHASE AGREEMENT
Purchase Agreements
SUNEDISON, INC.
2015
AMENDED AND RESTATED VOTING AGREEMENT
Voting Agreements
SUNEDISON, INC.
DE
2015
REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreements
SUNEDISON, INC.
2015
SunEdison, Inc. 13736 RiverportDrive Maryland Heights, Missouri 63043
SUNEDISON, INC.
2015
AMENDMENT NO. 6 TO CREDIT AGREEMENT
Credit Agreements
SUNEDISON, INC.
NY
2015
AMENDMENT NO. 7 TO CREDIT AGREEMENT
Credit Agreements
SUNEDISON, INC.
2015
AMENDMENT NO. 8 TO CREDIT AGREEMENT
Credit Agreements
SUNEDISON, INC.
2015
_______________________________________________________________________ SECURITIES PURCHASE AGREEMENT by and between SUNEDISON, INC., as Buyer, and LIGHT ENERGIA S.A., as Seller...
Purchase Agreements
SUNEDISON, INC.
DE
2015
SunEdison, Inc. 650,000 Shares 6.75%Series A Perpetual Convertible Preferred Stock Par Value $.01 Per Share UNDERWRITING AGREEMENT
Underwriting Agreements
SUNEDISON, INC.
NY
2015
[FORM OF FACE OF PERPETUAL CONVERTIBLE PREFERRED STOCK CERTIFICATE] [INCLUDE FOR GLOBAL PREFERRED SHARES]
Stock Agreements
SUNEDISON, INC.
2015
SETTLEMENT AND RELEASE AGREEMENT
Settlement Agreements
SUNEDISON, INC.
NY
2015
SunEdison, Inc. (Company) Wilmington Trust,National Association (Trustee) 2.625% Convertible Senior Notes due 2023 INDENTURE Dated as ofMay 20, 2015
Indenture Agreements
SUNEDISON, INC.
DE
2015
SunEdison, Inc. (Company) Wilmington Trust,National Association (Trustee) 3.375% Convertible Senior Notes due 2025 INDENTURE Dated as ofMay 20, 2015
Indenture Agreements
SUNEDISON, INC.
2015
SunEdison, Inc. 2.625% Convertible Senior Notes due 2023
Note Agreements
SUNEDISON, INC.
2015
SunEdison, Inc. 3.375% Convertible Senior Notes due 2025
Note Agreements
SUNEDISON, INC.
2015
2015 Amendment to Employment Agreement
Employment Agreements
SUNEDISON, INC.
2015
Written Description of SunEdison, Inc. Cash Incentive Plan Covering Executive Officers
Bonus & Incentive Agreements
SUNEDISON, INC.
2015
Summary of Director Compensation
Compensation Agreements
SUNEDISON, INC.
2015
Summary of Compensation Arrangements for Certain Named Executive Officers
Compensation Agreements
SUNEDISON, INC.
2015
AMENDMENT NO. 5 TO CREDIT AGREEMENT
Credit Agreements
SUNEDISON, INC.
2015
PURCHASE AND SALE AGREEMENT by and among SUNEDISON, INC., TERRAFORM POWER, LLC, TERRAFORM POWER, INC., FIRST WIND HOLDINGS, LLC, FIRST WIND CAPITAL, LLC, D. E. SHAW COMPOSITE...
Purchase Agreements
SUNEDISON, INC.
NY
2015
FIRSTAMENDMENT TO THE PURCHASE AND SALE AGREEMENT
Purchase Agreements
SUNEDISON, INC.
2015
MARGIN LOAN AGREEMENT dated as of January 29, 2015 among SUNE ML 1, LLC, as Borrower, The Several Lenders from Time to Time Party Hereto, DEUTSCHE BANK AG, LONDON BRANCH, as...
Loan Agreements
SUNEDISON, INC.
2015
Seller Note, LLC (Company) SunEdison, Inc. (Guarantor) WilmingtonTrust, National Association (Trustee) and (Collateral Agent) 3.75% Guaranteed Exchangeable Senior Secured Notes...
Indenture Agreements
SUNEDISON, INC.
DE
2015
SunEdison, Inc. (Company) Wilmington Trust, National Association (Trustee) 2.375% ConvertibleSenior Notes due 2022 INDENTURE Dated as of January 27, 2015
Indenture Agreements
SUNEDISON, INC.
2015
Written Description of SunEdison, Inc. Cash Incentive Plan Covering Executive Officers
Bonus & Incentive Agreements
SUNEDISON, INC.
2014
Summary of Director Compensation
Compensation Agreements
SUNEDISON, INC.
2014
Summary of Compensation Arrangements for Certain Named Executive Officers
Compensation Agreements
SUNEDISON, INC.
2014
SunEdison, Inc. (Company) Wilmington Trust, National Association (Trustee) 2.00% Convertible Senior Notes due 2018 INDENTURE Dated as of December 20, 2013
Indenture Agreements
SUNEDISON, INC.
DE
2014
SunEdison, Inc. (Company) Wilmington Trust, National Association (Trustee) 2.75% Convertible Senior Notes due 2021 INDENTURE Dated as of December 20, 2013
Indenture Agreements
SUNEDISON, INC.
DE
2014
SunEdison, Inc. $500,000,000 2.00% Convertible Senior Notes due 2018 $500,000,000 2.75% Convertible Senior Notes due 2021 PURCHASE AGREEMENT
Note Agreements
SUNEDISON, INC.
2014
TERMINATION AGREEMENT FOR SOLAR WAFER SUPPLY AGREEMENT
Termination Agreements
SUNEDISON, INC.
2013
30,000,000 Shares SunEdison,Inc. Common Stock ($0.01Par Value) EQUITY UNDERWRITING AGREEMENT
Underwriting Agreements
SUNEDISON, INC.
2013
AMENDED AND RESTATED SUNEDISON, INC. 2010 EQUITY INCENTIVE PLAN
Bonus & Incentive Agreements
SUNEDISON, INC.
DE
2013
AMENDMENT NUMBER 1 TO SOLAR WAFER SUPPLY AGREEMENT
Supply Agreements
SUNEDISON, INC.
2013
2012 MEMC Downstream Solar Bonus Plan
Bonus & Incentive Agreements
SUNEDISON, INC.
2013
Written Description of MEMC Electronic Materials, Inc. Cash Incentive Plan Covering Executive Officers
Bonus & Incentive Agreements
SUNEDISON, INC.
2013
Summary of Director Compensation
Compensation Agreements
SUNEDISON, INC.
2013
Summary of Compensation Arrangements for Certain Named Executive Officers
Compensation Agreements
SUNEDISON, INC.
2013
4 SEPTEMBER 2012 EVONIK INDUSTRIES AG EVONIK DEGUSSA GMBH EVONIK DEGUSSA ITALIA S.P.A. MEMC ELECTRONIC MATERIALS INC. MEMC ELECTRONICMATERIALS S.P.A.
SUNEDISON, INC.
2012
4 SEPTEMBER 2012 EVONIK INDUSTRIES AG EVONIK DEGUSSA GMBH MEMC ELECTRONIC MATERIALS INC. MEMC ELECTRONICMATERIALS S.P.A.
SUNEDISON, INC.
2012
24 SEPTEMBER 2012 EVONIK INDUSTRIES AG EVONIK DEGUSSA GMBH EVONIK DEGUSSA ITALIA S.P.A. MEMC ELECTRONIC MATERIALS INC. MEMC ELECTRONIC MATERIALS S.P.A.
SUNEDISON, INC.
2012
GUARANTY AGREEMENT
Guaranty Agreements
SUNEDISON, INC.
NY
2012
FOURTH AMENDMENT TO CREDIT AGREEMENT
Credit Agreements
SUNEDISON, INC.
NY
2012
THIRD AMENDMENT TO CREDIT AGREEMENT
Credit Agreements
SUNEDISON, INC.
2012
SEPARATION AGREEMENT AND GENERAL RELEASE
Separation Agreements
SUNEDISON, INC.
2012
SEPARATION AGREEMENT AND GENERAL RELEASE
Separation Agreements
SUNEDISON, INC.
2012
SECOND AMENDMENT TO THE AMENDED & RESTATED STF SUPPLY AGREEMENT
Supply Agreements
SUNEDISON, INC.
NC
2012
SECOND AMENDMENT TO CREDIT AGREEMENT
Credit Agreements
SUNEDISON, INC.
NY
2012
Written Description of MEMC Electronic Materials, Inc. Cash Incentive Plan Covering Executive Officers
Bonus & Incentive Agreements
SUNEDISON, INC.
2012
Summary of Director Compensation
Compensation Agreements
SUNEDISON, INC.
2012
Summary of Compensation Arrangements for Certain Named Executive Officers
Compensation Agreements
SUNEDISON, INC.
2012
STOCK SALE AGREEMENT by and among MEMC HOLDINGS CORPORATION, MEMC ELECTRONIC MATERIALS, INC., FOTOWATIO RENEWABLE VENTURES, S.L. and FOTOWATIO S.L. Dated as of August 3, 2011
Stock Agreements
SUNEDISON, INC.
TX
2011
FIRST AMENDMENT TO CREDIT AGREEMENT
Credit Agreements
SUNEDISON, INC.
NY
2011
PURCHASE AGREEMENT
Purchase Agreements
SUNEDISON, INC.
NY
2011
TERMINATION AGREEMENT FOR SOLAR WAFER SUPPLY AGREEMENT
Termination Agreements
SUNEDISON, INC.
NY
2011
SEPARATION AGREEMENT AND GENERAL RELEASE
Separation Agreements
SUNEDISON, INC.
MO
2011
THIRD AMENDMENT TO CREDIT AGREEMENT
Credit Agreements
SUNEDISON, INC.
NY
2011
FOURTH AMENDMENT TO CREDIT AGREEMENT
Credit Agreements
SUNEDISON, INC.
2011
JOINT VENTURE AGREEMENT
Joint Venture Agreements
SUNEDISON, INC.
2011
AMENDED AND RESTATED CREDIT AGREEMENT Dated as of December 23, 2009, and Amended and Restated as of March 23,2011 among MEMC ELECTRONIC MATERIALS, INC., as Borrower, BANK OF...
Credit Agreements
SUNEDISON, INC.
DE
2011
Written Description of MEMC Electronic Materials, Inc. Cash IncentivePlan Covering Executive Officers
SUNEDISON, INC.
2011
Summary of Director Compensation
Compensation Agreements
SUNEDISON, INC.
2011
Summary of Compensation Arrangements for Certain Named Executive Officers
Compensation Agreements
SUNEDISON, INC.
2011
SECOND AMENDMENT TO CREDIT AGREEMENT
Credit Agreements
SUNEDISON, INC.
NY
2010
AGREEMENT AND PLAN OF MERGER by and among MEMC ELECTRONIC MATERIALS, INC., OSCAR ACQUISITION SUB, INC., SOLAICX, and SHAREHOLDER REPRESENTATIVE SERVICES LLC, as the Representative...
Merger Agreements
SUNEDISON, INC.
2010
FRAMEWORK AGREEMENT BY AND AMONG SUN EDISON LLC, FREI SUN HOLDINGS (CAYMAN) LTD., FREI SUN HOLDINGS (US) LLC, SUNEDISON RESERVE US, L.P., AND SUNEDISON RESERVE INTERNATIONAL, L.P....
SUNEDISON, INC.
NY
2010
FIRST AMENDMENT TO CREDIT AGREEMENT
Credit Agreements
SUNEDISON, INC.
NY
2010
AMENDMENT NUMBER 2 TO SOLAR WAFER SUPPLY AGREEMENT
Supply Agreements
SUNEDISON, INC.
2010
Amendment to Employment Agreement
Employment Agreements
SUNEDISON, INC.
MO
2010
Summary of Director Compensation
Compensation Agreements
SUNEDISON, INC.
2010
Summary of Compensation Arrangements for Certain Named Executive Officers
Compensation Agreements
SUNEDISON, INC.
2010
CREDIT AGREEMENT Dated as of December 23, 2009 among MEMC ELECTRONIC MATERIALS, INC.,
Credit Agreements
SUNEDISON, INC.
DE
2009
Exhibit 10.1 REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreements
SUNEDISON, INC.
2009
Exhibit 10.2 MEMC ELECTRONIC MATERIALS, INC. 2009 SPECIAL INDUCEMENT GRANT PLAN
SUNEDISON, INC.
2009
Exhibit 10.3 MEMC ELECTRONIC MATERIALS, INC. 2009 SPECIAL INDUCEMENT GRANT PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT (for Employees without Employment Agreements)...
Bonus & Incentive Agreements
SUNEDISON, INC.
DE
2009
Exhibit 10.4 MEMC ELECTRONIC MATERIALS, INC. 2009 SPECIAL INDUCEMENT GRANT PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT (for Employees with Employment Agreements) Performance-Based...
Bonus & Incentive Agreements
SUNEDISON, INC.
2009
Exhibit 10.5 MEMC ELECTRONIC MATERIALS, INC. 2009 SPECIAL INDUCEMENT GRANT PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT (for Employees with Employment Agreements) Time-Vesting...
Stock Agreements
SUNEDISON, INC.
2009
Exhibit 10.6 MEMC ELECTRONIC MATERIALS, INC. 2009 SPECIAL INDUCEMENT GRANT PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT (for Employees without Employment Agreements) Time-Vesting...
Stock Agreements
SUNEDISON, INC.
2009
/s/ Bradley D. Kohn
SUNEDISON, INC.
MO
2009
Exhibit 10.1 AMENDMENT TO AGREEMENT AND PLAN OF MERGER
Merger Agreements
SUNEDISON, INC.
2009
Purchase Agreement
Purchase Agreements
SUNEDISON, INC.
2009
AMENDMENT NUMBER 4 TO SOLAR WAFER SUPPLY AGREEMENT
Supply Agreements
SUNEDISON, INC.
2009
AMENDMENT NUMBER 2 TO SOLAR WAFER SUPPLY AGREEMENT
Supply Agreements
SUNEDISON, INC.
2009
AGREEMENT AND PLAN OF MERGER by and among MEMC ELECTRONIC MATERIALS, INC., SIERRA ACQUISITION SUB, LLC, SUN EDISON LLC, and CARLOS DOMENECH, PETER J. LEE and THOMAS MELONE, as the...
Merger Agreements
SUNEDISON, INC.
2009
SEPARATION AGREEMENT AND GENERAL RELEASE
Separation Agreements
SUNEDISON, INC.
MO
2009
Binding Term Sheet Solar Plant Company (SPC) - CONFIDENTIAL -
Term Sheets
SUNEDISON, INC.
2009
AMENDMENT NUMBER1 TO SOLAR WAFER SUPPLY AGREEMENT
Supply Agreements
SUNEDISON, INC.
2009
AMENDMENT NUMBER3 TO SOLAR WAFER SUPPLY AGREEMENT
Supply Agreements
SUNEDISON, INC.
NY
2009
Summary of Director Compensation
Compensation Agreements
SUNEDISON, INC.
2009
Summary of Compensation Arrangements for Certain Named Executive Officers
Compensation Agreements
SUNEDISON, INC.
2009
/s/ Marshall C. Turner
SUNEDISON, INC.
2009
EMPLOYMENT AGREEMENT
Employment Agreements
SUNEDISON, INC.
MO
2009
ARTICLE I
SUNEDISON, INC.
2008
SOLAR WAFER SUPPLY AGREEMENT
Supply Agreements
SUNEDISON, INC.
NY
2008
SEPARATION AGREEMENT AND GENERAL RELEASE
Separation Agreements
SUNEDISON, INC.
2008
STF SUPPLYAGREEMENT
SUNEDISON, INC.
NC
2008
MEMC ELECTRONIC MATERIALS, INC. 2001 EQUITY INCENTIVE PLAN
Bonus & Incentive Agreements
SUNEDISON, INC.
2008
Summary of Director Compensation
Compensation Agreements
SUNEDISON, INC.
2008
Summary of Compensation Arrangements for Certain Named Executive Officers
Compensation Agreements
SUNEDISON, INC.
2008
SOLAR WAFER SUPPLY AGREEMENT
Supply Agreements
SUNEDISON, INC.
NY
2008
AMENDMENT NUMBER 1 TO
SUNEDISON, INC.
NY
2008
MEMC ELECTRONIC MATERIALS, INC. STOCK UNIT AWARD AGREEMENT
Stock Agreements
SUNEDISON, INC.
2008
AMENDMENT TO MEMC ELECTRONIC MATERIALS, INC.
SUNEDISON, INC.
2008
MEMC ELECTRONIC MATERIALS, INC. STOCK UNIT AWARD AGREEMENT
Stock Agreements
SUNEDISON, INC.
DE
2008
AMENDMENT TO MEMC ELECTRONIC MATERIALS, INC.
SUNEDISON, INC.
2008
AMENDMENT TO MEMC ELECTRONIC MATERIALS, INC.
SUNEDISON, INC.
2008
MEMC ELECTRONIC MATERIALS, INC. 2001 EQUITY INCENTIVE PLAN
Bonus & Incentive Agreements
SUNEDISON, INC.
2007
MEMC ELECTRONIC MATERIALS, INC. STOCK UNIT AWARD AGREEMENT
Stock Agreements
SUNEDISON, INC.
2007
MEMC ELECTRONIC MATERIALS, INC. STOCK UNIT AWARD AGREEMENT
Stock Agreements
SUNEDISON, INC.
DE
2007
MEMCELECTRONIC MATERIALS, INC. as the Borrower THE LENDING INSTITUTIONS NAMED HEREIN as Lenders and NATIONALCITY BANK, as a Lender, the Swing Line Lender, the Issuing Bank,
SUNEDISON, INC.
NY
2007
EMPLOYMENT AGREEMENT
Employment Agreements
SUNEDISON, INC.
DE
2007
MEMC ELECTRONIC MATERIALS, INC. 2006 STOCK OPTION GRANT AGREEMENT
Stock Agreements
SUNEDISON, INC.
2007
SOLAR WAFER SUPPLY AGREEMENT
Supply Agreements
SUNEDISON, INC.
2007
Summary of Director Compensation
Compensation Agreements
SUNEDISON, INC.
2007
Summary of Compensation Arrangements for Certain Named Executive Officers
Compensation Agreements
SUNEDISON, INC.
2007
SOLAR WAFER SUPPLY AGREEMENT
Supply Agreements
SUNEDISON, INC.
2006
MEMC ELECTRONIC MATERIALS, INC. STOCK UNIT AWARD AGREEMENT For Directors
Stock Agreements
SUNEDISON, INC.
2006
Summary of Director Compensation
Compensation Agreements
SUNEDISON, INC.
2006
Summary of Compensation Arrangements for Certain Named Executive Officers
Compensation Agreements
SUNEDISON, INC.
2006
MEMC ELECTRONIC MATERIALS, INC.
SUNEDISON, INC.
2005
REVOLVING CREDIT AGREEMENT
Credit Agreements
SUNEDISON, INC.
2005
SUBSIDIARY GUARANTY
Guaranty Agreements
SUNEDISON, INC.
NY
2005
PLEDGE AGREEMENT
Pledge Agreements
SUNEDISON, INC.
NY
2005
Summary of Compensation Arrangements for Certain Named Executive Officers
Compensation Agreements
SUNEDISON, INC.
2005
Summary of Director Compensation
Compensation Agreements
SUNEDISON, INC.
2005
Written Description of MEMC Electronic Materials, Inc. Cash Incentive Plan Covering Executive Officers
Bonus & Incentive Agreements
SUNEDISON, INC.
2004
SHARE TRANSFER AGREEMENT
Share Agreements
SUNEDISON, INC.
2004
MEMC ELECTRONIC MATERIALS, INC. STOCK UNIT AWARD AGREEMENT For Directors
Stock Agreements
SUNEDISON, INC.
2004
MEMC ELECTRONIC MATERIALS, INC. AMENDMENT TO STOCK OPTION GRANT AGREEMENT 2002 Service Option
Stock Agreements
SUNEDISON, INC.
2004
MEMC Electronic Materials, Inc. 1995 EQUITY INCENTIVE PLAN as Amended and Restated on January 26, 2004
Bonus & Incentive Agreements
SUNEDISON, INC.
2004
MEMC Electronic Materials, Inc. 2001 Equity Incentive Plan Restated March 2, 2004 Recitals
Bonus & Incentive Agreements
SUNEDISON, INC.
DE
2004
[Remainder of Page Intentionally Left Blank]
SUNEDISON, INC.
MO
2004
EMPLOYMENT AGREEMENT
Employment Agreements
SUNEDISON, INC.
2004
ARTICLE IV
SUNEDISON, INC.
DC
2003
EXHIBIT C
SUNEDISON, INC.
2003
MEMC ELECTRONIC MATERIALS, INC., as the Borrower THE LENDING INSTITUTIONS NAMED HEREIN, as Lenders and PNC BANK, NATIONAL ASSOCIATION as a Lender, the Swing Line Lender, the...
Credit Agreements
SUNEDISON, INC.
NY
2009