SunEdison, Inc. (Company) Wilmington Trust, National Association (Trustee) 2.375% Convertible Senior Notes due 2022 INDENTURE Dated as of January 27, 2015Indenture • January 27th, 2015 • Sunedison, Inc. • Semiconductors & related devices • New York
INDENTURE, dated as of January 27, 2015, between SunEdison, Inc., a Delaware corporation, as issuer (the “Company”), 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).
DATE: January 23, 2015 TO: SunEdison, Inc.Additional Capped Call Transaction • January 27th, 2015 • Sunedison, Inc. • Semiconductors & related devices • New York
This Confirmation evidences a complete and binding agreement between Dealer and Counterparty as to the terms of the Transaction to which this Confirmation relates. This Confirmation shall supplement, form a part of, and be subject to an agreement (the “Agreement”) in the form of the ISDA 2002 Master Agreement as if Dealer and Counterparty had executed an agreement in such form (without any Schedule but with the elections set forth in this Confirmation and the election that the “Cross-Default” provisions of Section 5(a)(vi) of the Agreement shall apply to Dealer with a “Threshold Amount” of 3% of the stockholders’ equity of Dealer’s ultimate parent company as of the Trade Date and to Counterparty with a “Threshold Amount” of USD 50 million; provided that (A) the words “, or becoming capable at such time of being declared,” shall be deleted from such Section 5(a)(vi), (B) the term “Specified Indebtedness” shall have the meaning specified in Section 14 of the Agreement, except that, with
DATE: January 21, 2015 TO: SunEdison, Inc.Base Capped Call Transaction • January 27th, 2015 • Sunedison, Inc. • Semiconductors & related devices • New York
This Confirmation evidences a complete and binding agreement between Dealer and Counterparty as to the terms of the Transaction to which this Confirmation relates. This Confirmation shall supplement, form a part of, and be subject to an agreement (the “Agreement”) in the form of the ISDA 2002 Master Agreement as if Dealer and Counterparty had executed an agreement in such form (without any Schedule but with the elections set forth in this Confirmation and the election that the “Cross-Default” provisions of Section 5(a)(vi) of the Agreement shall apply to Dealer with a “Threshold Amount” of 3% of the stockholders’ equity of Dealer’s ultimate parent company as of the Trade Date and to Counterparty with a “Threshold Amount” of USD 50 million; provided that (A) the words “, or becoming capable at such time of being declared,” shall be deleted from such Section 5(a)(vi), (B) the term “Specified Indebtedness” shall have the meaning specified in Section 14 of the Agreement, except that, with
