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”).
LIMITED CONSENT TO CREDIT AGREEMENTCredit 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
