FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • March 8th, 2016 • SunEdison Semiconductor LTD • Semiconductors & related devices • New York
THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is dated as of December 22, 2015 and is entered into among SUNEDISON SEMICONDUCTOR B.V., a private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws 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’’), 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 May 27, 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
•] Shares SunEdison Semiconductor Limited Ordinary Shares (No Par Value) EQUITY UNDERWRITING AGREEMENTEquity Underwriting Agreement • May 12th, 2014 • SunEdison Semiconductor Pte. Ltd. • Semiconductors & related devices • New York
SunEdison Semiconductor Limited, a company organized under the laws of the Republic of Singapore (the “Company”), proposes to sell to the several underwriters (the “Underwriters”) named on Schedule I hereto for whom you are acting as representatives (the “Representatives”) an aggregate of [•] shares (the “Firm Shares”) of the Company’s ordinary shares, no par value (the “Ordinary Shares”). The respective amounts of the Firm Shares to be so purchased by the several Underwriters are set forth opposite their names on Schedule I hereto. The Company also proposes to sell at the Underwriters’ option an aggregate of up to [•] additional Ordinary Shares (the “Option Shares”) as set forth below.
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.
IMPLEMENTATION AGREEMENT BY AND AMONG GLOBALWAFERS CO., LTD., GWAFERS SINGAPORE PTE. LTD. AND SUNEDISON SEMICONDUCTOR LIMITED Dated as of August 17, 2016Implementation Agreement • August 18th, 2016 • SunEdison Semiconductor LTD • Semiconductors & related devices • Delaware
This IMPLEMENTATION AGREEMENT (this “Agreement”) is made and entered into as of August 17, 2016, by and among GlobalWafers Co., Ltd., a corporation organized under the laws of the Republic of China (“Globe”), GWafers Singapore Pte. Ltd. (Company Registration No. 201602698G), a company incorporated under the laws of Singapore with its registered address at 8 Wilkie Road #03-01 Wilkie Edge, Singapore 228095 (“Acquiror”) and a direct wholly-owned Subsidiary of Globe, and SunEdison Semiconductor Limited (Company Registration No. 201334164H), a company incorporated under the laws of Singapore with its registered address at 9 Battery Road, #15-01, Straits Trading Building, Singapore 049910 (the “Company”).
15,935,828 Shares SunEdison Semiconductor Limited Ordinary Shares (No Par Value) EQUITY UNDERWRITING AGREEMENTEquity Underwriting Agreement • June 30th, 2015 • SunEdison Semiconductor LTD • Semiconductors & related devices • New York
Certain shareholders named in Schedule II hereto (the “Selling Shareholders”) of SunEdison Semiconductor Limited, a company organized under the laws of the Republic of Singapore (the “Company”), propose to sell to the several underwriters (the “Underwriters”) named on Schedule I hereto for whom you are acting as representatives (the “Representatives”) an aggregate of 15,935,828 shares (the “Shares”) of the Company’s ordinary shares, no par value (the “Ordinary Shares”). The respective amounts of the Shares to be so purchased by the several Underwriters are set forth opposite their names on Schedule I hereto, and the respective amounts to be sold by the Selling Shareholders are set forth opposite their names on Schedule II hereto.
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.
SHARE PURCHASE AGREEMENTShare Purchase Agreement • March 21st, 2014 • SunEdison Semiconductor Pte. Ltd. • Semiconductors & related devices • New York
THIS SHARE PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of March 20, 2014 by and between Samsung Fine Chemicals Co., Ltd., a company organized under the laws of Korea (the “Purchaser”), and SunEdison Semiconductor Pte. Ltd., a company duly organized under the laws of Singapore which will be converted into a public company known as SunEdison Semiconductor Limited pursuant to Sections 31(2) and 31(3) of the Companies Act (Chapter 50) of Singapore (the “Conversion”) prior to the date of the Proposed IPO (the “Company”). For the avoidance of doubt, pursuant to Section 31(4) of the Companies Act (Chapter 50) of Singapore, the Conversion shall not affect the identity of SunEdison Semiconductor Pte. Ltd. or any rights or obligations of SunEdison Semiconductor Pte. Ltd. (including those under this Agreement) or render defective any legal proceedings by or against SunEdison Semiconductor Pte. Ltd. and all obligations of SunEdison Semiconductor Pte. Ltd. set out in this Agre
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 Agreement • 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”.
Optionee: [NAME] NON-EMPLOYEE DIRECTOR STOCK OPTION AGREEMENT PURSUANT TO THE SUNEDISON SEMICONDUCTOR LIMITEDStock Option Agreement • March 21st, 2014 • SunEdison Semiconductor Pte. Ltd. • Semiconductors & related devices • Delaware
The Board of Directors (together with any designee thereof, the “Board”) of SunEdison Semiconductor Limited (the “Company”), has determined that [NAME] (the “Optionee”) is eligible and deserving of an award under the SunEdison Semiconductor Limited 2014 Non-Employee Director Incentive Plan, as amended from time to time (the “Plan”), a copy of which is attached hereto as Exhibit B. This Agreement is subject to the terms of the Plan in all respects, and specific reference shall be made to the Plan in determining the Optionee’s rights and obligations hereunder. If any provisions of this Agreement and the Plan conflict, the provisions of the Plan shall control. Capitalized terms which are used herein and not otherwise defined shall have the meanings set forth in the Plan. This Agreement is an “Agreement” as such term is defined in the Plan.
The Bank shall explain important contents of this agreement and deliver copies of the General Terms and Conditions for Bank Credit Transaction and this agreement to the Borrower and the Security Provider.Credit Transaction Agreement • March 8th, 2016 • SunEdison Semiconductor LTD • Semiconductors & related devices
The Borrower and Security Provider hereby acknowledge that the General Terms and Conditions for Bank Credit Transactions (the “General Terms and Conditions”) (including the related General Terms and Conditions for Deposit Transaction Agreement with respect to the credit transaction for corporation, general account loans and overdraft loans) shall apply to any credit transactions with Shinhan Bank (the “Bank”) on the terms and conditions as set forth below, and agree to be bound by each of the following provisions.
SUBSTITUTE GLOBAL STOCK OPTION AGREEMENT PURSUANT TO THE SUNEDISON SEMICONDUCTOR LIMITEDSubstitute Global Stock Option Agreement • December 8th, 2014 • SunEdison Semiconductor LTD • Semiconductors & related devices • Delaware
This Global Stock Option Agreement, including any additional terms and conditions for optionees outside the U.S. set forth in the appendix hereto (together, this “Agreement”), is subject to the terms of the Plan in all respects, and specific reference shall be made to the Plan in determining the Optionee’s rights and obligations hereunder. If any provisions of this Agreement and the Plan conflict, the provisions of the Plan shall control. Capitalized terms which are used herein and not otherwise defined shall have the meanings set forth in the Plan. This Agreement is an “Agreement” as such term is defined in the Plan.
TRANSITION SERVICES AGREEMENT BY AND BETWEEN SUNEDISON, INC. AND SUNEDISON SEMICONDUCTOR LIMITED DATED AS OF [—], 2014Transition Services Agreement • March 21st, 2014 • SunEdison Semiconductor Pte. Ltd. • Semiconductors & related devices • New York
This Transition Services Agreement (this “Agreement”), made and entered into effective as of [—], 2014, 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”). Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to them in the Separation Agreement.
LETTER AGREEMENTLetter Agreement • May 12th, 2014 • SunEdison Semiconductor Pte. Ltd. • Semiconductors & related devices • Delaware
This Letter Agreement, dated as of [•], 2014 (this “Agreement”), is entered into by and between Samsung Fine Chemicals Co., Ltd., a company organized under the laws of Korea (“SFC”), SunEdison, Inc., a Delaware corporation (“SE”), and SunEdison Semiconductor Pte. Ltd., a company duly organized under the laws of Singapore which will be converted into a public company known as SunEdison Semiconductor Limited pursuant to Sections 31(2) and 31(3) of the Companies Act (Chapter 50) of Singapore (the “Conversion”) prior to the date of the Proposed IPO (“SSL”, and together with SFC and SE, the “Parties”). For the avoidance of doubt, pursuant to Section 31(4) of the Companies Act (Chapter 50) of Singapore, the Conversion shall not affect the identity of SunEdison Semiconductor Pte. Ltd. or any rights or obligations of SunEdison Semiconductor Pte. Ltd. (including those under this Agreement) or render defective any legal proceedings by or against SunEdison Semiconductor Pte. Ltd. and all obligati
MANUFACTURING, LABORATORY AND OFFICE SPACE LEASE Between SUNEDISON SEMICONDUCTOR, LLC A Delaware corporation (Landlord) and SUNEDISON, Inc. a Delaware corporation (Tenant) for PremisesManufacturing Agreement • February 10th, 2015 • SunEdison Semiconductor LTD • Semiconductors & related devices • Missouri
This Manufacturing, Laboratory, and Office Space Lease (this “Lease”), dated January ____, 2015, is made and entered into by and between SUNEDISON SEMICONDUCTOR, LLC, a Delaware limited liability company (“Landlord”), and SUNEDISON, INC., a Delaware corporation (“Tenant”), upon the following terms and conditions which are hereby agreed to by Landlord and Tenant.
June 23, 2015Polysilicon Supply Agreement • June 24th, 2015 • SunEdison Semiconductor LTD • Semiconductors & related devices
This letter sets forth the mutual understanding and agreement of SunEdison, Inc. (“SUNE”) and SunEdison Semiconductor Limited (“SSL”; collectively, with SUNE, the “Parties”) relating to the matters set forth below. Any reference to SUNE in this letter shall also refer to SunEdison Product Singapore Pte Ltd and any of its other direct or indirect subsidiaries or affiliates (other than SMP and SSL), as appropriate, and any reference to SSL in this letter shall also refer to any of its direct or indirect subsidiaries or affiliates (other than SMP and SUNE), as appropriate.
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.
LIMITED CONSENT TO CREDIT AGREEMENTLimited Consent to Credit Agreement • August 18th, 2016 • SunEdison Semiconductor LTD • Semiconductors & related devices • New York
THIS LIMITED CONSENT TO CREDIT AGREEMENT (this “Consent”) is dated as of August [17], 2016 and is entered into among SUNEDISON SEMICONDUCTOR B.V., a private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws 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”), 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 May 27, 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
POLYSILICON SUPPLY AGREEMENTPolysilicon Supply Agreement • March 4th, 2014 • SunEdison Semiconductor Pte. Ltd. • Semiconductors & related devices • Texas
THIS POLYSILICON SUPPLY AGREEMENT (the “Agreement”), between SunEdison, Inc., a Delaware corporation with its principal offices located at 501 Pearl Drive (City of O’Fallon), St. Peters, MO 63376 USA (“Seller”), and SunEdison Semiconductor Limited, a Singapore company with its principal offices located at 11 Lorong 3, Toa Payoh, Blk B, 4th Floor, Jackson Square, Singapore 319579 (“Buyer”) is entered into effective as of , 2014 (the “Effective Date”).
RESTRICTED STOCK UNIT AGREEMENT PURSUANT TO THE SUNEDISON SEMICONDUCTOR LIMITED 2014 LONG-TERM INCENTIVE PLANRestricted Stock Unit Agreement • March 21st, 2014 • SunEdison Semiconductor Pte. Ltd. • Semiconductors & related devices • Delaware
THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”), dated as of the grant date (“Grant Date”) specified above, is entered into by and between SunEdison Semiconductor Limited (the “Company”), and the Participant specified above, pursuant to the SunEdison Semiconductor Limited 2014 Long-Term Incentive Plan, as in effect and as amended from time to time (the “Plan”), which is administered by the Committee; and
TAX MATTERS AGREEMENTTax Matters Agreement • March 21st, 2014 • SunEdison Semiconductor Pte. Ltd. • Semiconductors & related devices
This TAX MATTERS AGREEMENT (this “Agreement”) is entered into as of [—], 2014, by and among SunEdison, Inc., a Delaware corporation (“SunEdison”), and SunEdison Semiconductor Limited, a Singapore corporation and a wholly owned subsidiary of SunEdison (“SSL”) (SunEdison and SSL are sometimes collectively referred to herein as the “Companies” and, as the context requires, individually referred to herein as the “Company”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • April 15th, 2014 • SunEdison Semiconductor Pte. Ltd. • Semiconductors & related devices
This Indemnification Agreement (this “Agreement”), dated [ ], by and between SunEdison Semiconductor Limited, a Singapore public limited company (“Company”), and [ ] (“Indemnitee”).
PATENT AND TECHNOLOGY CROSS-LICENSE AGREEMENT BY AND BETWEEN SUNEDISON, INC. AND SUNEDISON SEMICONDUCTOR, LTD. DATED AS OF [JANUARY , 2014]Patent and Technology Cross-License Agreement • December 17th, 2013 • Sunedison Semiconductor, Inc. • Semiconductors & related devices • New York
This Patent and Technology Cross-License Agreement (this “Agreement”), made and entered into as of January [•], 2014 and effective as of the Effective Date, is by and between SunEdison, Inc., a Delaware corporation (“SunEdison”), and SunEdison Semiconductor, Ltd., a Singapore corporation (“Semi” or “SSL”).
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”).
JOINDER AND AMENDMENT AGREEMENT TO THE JOINT VENTURE AGREEMENTJoint Venture Agreement • March 21st, 2014 • SunEdison Semiconductor Pte. 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 [—], 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.
SUBSTITUTE GLOBAL RESTRICTED STOCK UNIT AGREEMENT PURSUANT TO THE SUNEDISON SEMICONDUCTOR LIMITED 2014 LONG-TERM INCENTIVE PLANSubstitute Global Restricted Stock Unit Agreement • December 8th, 2014 • SunEdison Semiconductor LTD • Semiconductors & related devices • Delaware
WHEREAS, the portion of such Award relating to the Number of Restricted Stock Units Exchanged is exchanged for RSUs of SunEdison Semiconductor Limited (“Company”) under the terms of the SunEdison Semiconductor Limited 2014 Long-Term Incentive Plan, as in effect and as amended from time to time (“Plan”);
Credit Transaction Agreement (former Hana Bank) (for Corporation)Credit Transaction Agreement • March 8th, 2016 • SunEdison Semiconductor LTD • Semiconductors & related devices
The Borrower hereby acknowledges that the General Terms and Conditions for Bank Credit Transactions (the “General Terms and Conditions”) (including the related General Terms and Conditions for Deposit Transaction Agreement with respect to the credit transaction for corporation, general account loans and overdraft loans) shall apply to any credit transactions with Hana Bank (the “Bank”) on the terms and conditions as set forth below, and agree to be bound by each of the following provisions.
WAFER PURCHASE AND SALE AGREEMENTWafer Purchase and Sale Agreement • March 21st, 2014 • SunEdison Semiconductor Pte. Ltd. • Semiconductors & related devices
THIS WAFER PURCHASE AND SALE AGREEMENT (the “Agreement”) is made and entered into as of 20th Day of March, 2014 by and between Samsung Electronics Co., Ltd., a company duly organized under the laws of the Republic of Korea, having a principal place of business at 95 Samsung Ro 2-Ro Giheung-Gu, Yongin-City, Gyunggi-Do, Republic of Korea 447-742 (“Samsung”), and SunEdison Semiconductor Pte. Ltd., a company duly organized under the laws of Singapore, having a principal place of business at 501 Pearl Drive (City of O’Fallon), St. Peters, Missouri 63376, USA, which will be converted into a public company known as SunEdison Semiconductor Limited, pursuant to Sections 31(2) and 31(3) of the Companies Act (Chapter 50) of Singapore (the “Singapore Companies Act”) (the “Conversion”) prior to the date of the Proposed IPO (“Supplier”) (each a “Party” and collectively the “Parties”). For the avoidance of doubt, pursuant to Section 31(4) of the Singapore Companies Act, the Conversion shall not affec
POLYSILICON SUPPLY AGREEMENTPolysilicon Supply Agreement • December 17th, 2013 • Sunedison Semiconductor, Inc. • Semiconductors & related devices • Texas
THIS POLYSILICON SUPPLY AGREEMENT (the “Agreement”), between SunEdison, Inc., a Delaware corporation with its principal offices located at 501 Pearl Drive (City of O’Fallon), St. Peters, MO 63376 USA (“Seller”), and SunEdison Semiconductor Limited, a Singapore company with its principal offices located at 11 Lorong 3, Toa Payoh, Blk B, 4th Floor, Jackson Square, Singapore 319579 (“Buyer”) is entered into effective as of , 2014 (the “Effective Date”).
