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SUNEDISON, INC. filed this Form 424B3 on 09/10/2013
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securities with the written consent of the holders of at least a majority in principal amount of the debt securities then outstanding. However, without the consent of each securityholder affected thereby, an amendment or waiver may not, except as otherwise specified in the applicable prospectus supplement:


    reduce the amount of debt securities whose holders must consent to an amendment;


    reduce the rate of, or extend the time for payment of, the interest on any debt security;


    reduce the principal of or change the stated maturity on any debt security;


    reduce the amount payable upon redemption of any debt security or change the time at which any debt security may be redeemed as described in the applicable indenture;


    permit redemption of a debt security if not previously permitted;


    change the currency of any payment on a debt security;


    impair the right of any holder of a debt security to receive payment of principal of and interest on such holder’s debt security on or after the due dates thereof or to institute suit for the enforcement of any payment on or with respect to such holder’s debt security;


    change the amendment provisions which require each holder’s consent or in the waiver provisions;


    change the ranking or priority of any debt security that would adversely affect the securityholders; or


    change or release, other than in accordance with the indenture, any subsidiary guaranty that would adversely affect the securityholders.

Changes Not Requiring Approval. We, along with the guarantors, if any, and the trustee, may amend the indentures or the debt securities without notice to or consent of any securityholder:


    to cure any ambiguity, omission, defect or inconsistency;


    to provide for the assumption by a successor corporation of the obligations of the Company or any guarantor under the indenture;


    to provide for uncertificated debt securities in addition to or in place of certificated debt securities (provided that the uncertificated debt securities are issued in registered form for purposes of Section 163(f) of the Code, or in a manner such that the uncertificated debt securities are described in Section 163(f)(2)(B) of the Code);


    to add guarantees with respect to the debt securities, including any subsidiary guaranties, or to secure the debt securities;


    to add to the covenants of the Company or any guarantor for the benefit of the holders of the debt securities or to surrender any right or power conferred upon the Company or any guarantor;


    to make any change that does not adversely affect the rights of any holder of the debt securities;


    to comply with any requirement of the SEC in connection with the qualification of the indenture under the Trust Indenture Act of 1939, as amended; or


    to make any amendment to the provisions of the indenture relating to the transfer and legending of debt securities; provided, however, that (a) compliance with the indenture as so amended would not result in debt securities being transferred in violation of the Securities Act or any other applicable securities law and (b) such amendment does not materially and adversely affect the rights of holders to transfer debt securities.

Modification of Subordination Provisions. We may not amend the indenture related to subordinated debt securities to alter the subordination of any outstanding subordinated debt securities without the written consent of each holder of senior debt then outstanding who would be adversely affected (or the group or representative