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 HOLDINGS, L.L.C., THE MEMBERS OF THE COMPANY and D. E. SHAW COMPOSITE...Purchase and Sale Agreement • February 3rd, 2015 • Sunedison, Inc. • Semiconductors & related devices • New York
This PURCHASE AND SALE AGREEMENT is made as of November 17, 2014 (this “Agreement”) by and among SunEdison, Inc., a Delaware corporation (“Holdco Buyer”), TerraForm Power, LLC, a Delaware limited liability company (“Operating Buyer”), and together with Holdco Buyer, each a “Buyer,” and collectively, “Buyers”), TerraForm Power, Inc., a Delaware corporation (“Guarantor”), First Wind Holdings, LLC, a Delaware limited liability company (the “Company”), First Wind Capital, LLC, a Delaware limited liability company and wholly owned Subsidiary of the Company (“Operating Seller”), D. E. Shaw Composite Holdings, L.L.C., a Delaware limited liability company (“Blocker Parent”), the Company Members set forth on Schedule 1.01 (a) hereto (the “Company Sellers,” and together with Blocker Parent and any person who becomes a party hereto pursuant to Section 12.11, each a “Seller” and collectively, the “Sellers”), and D. E. Shaw Composite Holdings, L.L.C. and Madison Dearborn Capital Partners IV, L.P.,
Seller Note, LLC (Company) SunEdison, Inc. (Guarantor) Wilmington Trust, National Association (Trustee) and (Collateral Agent) 3.75% Guaranteed Exchangeable Senior Secured Notes due 2020 INDENTURE Dated as of January 29, 2015Sunedison, Inc. • February 3rd, 2015 • Semiconductors & related devices • New York
INDENTURE, dated as of January 29, 2015, by and among Seller Note, LLC, a Delaware limited liability company, as issuer (the “Company”), SunEdison, Inc., a Delaware corporation, as guarantor (“SunEdison”), and Wilmington Trust, National Association, as trustee, exchange agent, registrar, paying agent and collateral agent (in such capacities, the “Trustee”, “Exchange Agent”, “Registrar”, “Paying Agent” and “Collateral Agent”, respectively).
FIRST AMENDMENT TO THE PURCHASE AND SALE AGREEMENTThe Purchase and Sale Agreement • February 3rd, 2015 • Sunedison, Inc. • Semiconductors & related devices • New York
This First Amendment to the Purchase and Sale Agreement (this “Amendment”) is entered into as of January 28, 2015, by and among SunEdison, Inc., a Delaware corporation (“Holdco Buyer”), TerraForm Power, LLC, a Delaware limited liability company (“Operating Buyer”), and together with Holdco Buyer, each a “Buyer,” and collectively, “Buyers”) and D. E. Shaw Composite Holdings, L.L.C. and Madison Dearborn Capital Partners IV, L.P., acting jointly, solely in their capacity as the representative of the Sellers for the purposes specified in the Purchase and Sale Agreement (the “Sellers’ Representative”), and constitutes an amendment to the Purchase and Sale Agreement, dated as of November 17, 2014, among Buyers, TerraForm Power, Inc., a Delaware corporation, First Wind Holdings, LLC, a Delaware limited liability company (the “Company”), First Wind Capital, LLC, a Delaware limited liability company and wholly owned Subsidiary of the Company, D. E. Shaw Composite Holdings, L.L.C., a Delaware li
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 Administrative Agent, Calculation Agent and a Lender $410,000,000 Secured...Margin Loan Agreement • February 3rd, 2015 • Sunedison, Inc. • Semiconductors & related devices • New York
This MARGIN LOAN AGREEMENT (this “Agreement”), dated as of January 29, 2015, is entered into by and among SUNE ML 1, LLC, a Delaware limited liability company (the “Borrower”), the Lenders (as defined below) party hereto from time to time, DEUTSCHE BANK AG, LONDON BRANCH, as Administrative Agent (together with its permitted successors in such capacity, the “Administrative Agent”), as Calculation Agent (together with its permitted successors in such capacity, the “Calculation Agent”) and as a Lender.
