INDENTURE, dated as of [ ], among
SUNEDISON, INC., a corporation duly organized and existing under the laws of Delaware (herein called the Company), having its principal office at 501 Pearl Drive (City of OFallen), St. Peters, Missouri, 63376, the
Guarantors (as defined hereinafter), each having its principal office at 501 Pearl Drive (City of OFallen), St. Peters, Missouri, 63376, and U.S. Bank National Association, as Trustee (herein called the Trustee).
RECITALS OF THE COMPANY
The Company has duly authorized the execution and delivery of this Indenture to provide for the issuance from time to time of its senior
secured or unsecured debentures, notes or other evidences of indebtedness (herein called the Securities) to be issued in one or more series as in this Indenture provided.
Each of the Initial Guarantors has duly authorized the execution and delivery of this Indenture to provide for the guarantee by such Initial
Guarantor of such series of Securities as to which such guarantee has been made applicable as provided herein.
All things necessary to
make this Indenture a valid agreement of the Company and of the Initial Guarantors in accordance with its terms have been done.
THEREFORE, THIS INDENTURE WITNESSETH:
For and in consideration of the premises and the purchase of the Securities by the Holders
thereof, it is mutually agreed, for the equal and proportionate benefit of all Holders of the Securities or of series thereof, as follows:
AND OTHER PROVISIONS
OF GENERAL APPLICATION
Section 1.01. Definitions. For all purposes of this Indenture, except as otherwise expressly provided or unless the context
(1) the terms defined in this Article have the meanings assigned to them in this Article and include the plural as
well as the singular;
(2) all other terms used herein which are defined in the Trust Indenture Act, either directly or by reference
therein, have the meanings assigned to them therein;
(3) all accounting terms not otherwise defined herein have the meanings assigned to
them in accordance with GAAP;
(4) unless the context otherwise requires, any reference to an Article or a Section
refers to an Article or a Section, as the case may be, of this Indenture;