EXHIBIT 32 MEMC ELECTRONIC MATERIALS, INC. (a Delaware corporation) 57,000,000 Shares of Common Stock UNDERWRITING AGREEMENT Dated: February 17, 2005Underwriting Agreement • February 25th, 2005 • Memc Electronic Materials Inc • Semiconductors & related devices • New York
Exhibit 10-iii MEMC ELECTRONIC MATERIALS, INC. STOCK OPTION AGREEMENT September 1, 1996 This STOCK OPTION AGREEMENT (the "Agreement") dated as of September 1, 1996, is made between MEMC Electronic Materials, Inc., a corporation organized under the...Stock Option Agreement • November 13th, 1996 • Memc Electronic Materials Inc • Semiconductors & related devices • Delaware
RecitalsLoan Agreement • October 22nd, 1998 • Memc Electronic Materials Inc • Semiconductors & related devices • New York
PURCHASE AGREEMENTPurchase Agreement • March 2nd, 1999 • Memc Electronic Materials Inc • Semiconductors & related devices • New York
I. THE MERGERMerger Agreement • November 23rd, 2001 • Memc Electronic Materials Inc • Semiconductors & related devices • Delaware
SEPARATION AGREEMENT, GENERAL RELEASE AND COVENANT NOT TO SUE This Separation Agreement, General Release and Covenant Not to Sue ("Agreement") is made and entered into by and between Ralph D. Hartung (hereafter "EMPLOYEE") and MEMC Electronic...Separation Agreement • August 13th, 1998 • Memc Electronic Materials Inc • Semiconductors & related devices • Missouri
Exhibit 17 GUARANTY dated as of December 21, 2001 (this "Agreement" or the "TPG Guaranty") between TPG PARTNERS III, L.P., a Delaware limited partnership (the "Guarantor"), TPG GENPAR III, L.P., a Delaware limited partnership (the "General Partner")...Guaranty • January 31st, 2002 • Memc Electronic Materials Inc • Semiconductors & related devices • New York
EXHIBIT 2 PURCHASE AGREEMENTPurchase Agreement • November 23rd, 2001 • Memc Electronic Materials Inc • Semiconductors & related devices • New York
EXHIBIT 26 MEMC ELECTRONIC MATERIALS, INC. (a Delaware corporation) 22,000,000 Shares of Common Stock UNDERWRITING AGREEMENT Dated: May 15, 2003Underwriting Agreement • May 22nd, 2003 • Memc Electronic Materials Inc • Semiconductors & related devices • New York
ARTICLE I DEFINITIONS AND ACCOUNTING TERMSCredit Agreement • August 13th, 1997 • Memc Electronic Materials Inc • Semiconductors & related devices • New York
EXHIBIT 28 SETTLEMENT AGREEMENT Settlement Agreement dated as of the 19th day of August, 2003 (this "Agreement"), by and among E.ON AG, a German corporation, E.ON International Finance B.V., a Dutch corporation, FIDELIA Corporation, a Delaware...Settlement Agreement • September 19th, 2003 • Memc Electronic Materials Inc • Semiconductors & related devices • New York
RecitalsShareholders' Agreement • August 10th, 2000 • Memc Electronic Materials Inc • Semiconductors & related devices • Texas
ARTICLE I AMENDMENT; DEFINITIONS AND ACCOUNTING TERMSCredit Agreement • March 23rd, 2001 • Memc Electronic Materials Inc • Semiconductors & related devices • New York
CONFIDENTIAL TREATMENT REQUESTED FIRST AMENDMENT TO SUBLEASE AGREEMENT This FIRST AMENDMENT TO SUBLEASE AGREEMENT (the "First Amendment") is dated as of April 1, 2000, by and among TEXAS INSTRUMENTS INCORPORATED, a Delaware corporation ("Sublessor")...Sublease Agreement • August 10th, 2000 • Memc Electronic Materials Inc • Semiconductors & related devices
AMENDED AND RESTATED CREDIT AGREEMENT Dated as of December 23, 2009, and Amended and Restated as of March 23, 2011 among MEMC ELECTRONIC MATERIALS, INC., as Borrower, BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer,...Credit Agreement • May 5th, 2011 • Memc Electronic Materials Inc • Semiconductors & related devices • New York
This AMENDED AND RESTATED CREDIT AGREEMENT (“Agreement”) is entered into as of March 23, 2011, among MEMC ELECTRONIC MATERIALS, INC., a Delaware corporation (the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, and amends and restates that certain Credit Agreement, dated as of December 23, 2009 (the “Closing Date”), as amended on June 29, 2010, September 30, 2010, February 4, 2011 and March 2, 2011, among the Borrower, Bank of America, N.A., as administrative agent, swingline lender and L/C issuer, and the lenders from time to time party thereto, (as otherwise amended or modified and in effect immediately prior to the effectiveness of the amendment and restatement thereof on the Restatement Date, the “Existing Credit Agreement”).
Exhibit 10.4 REVOLVING CREDIT AGREEMENT Dated as of February 26, 1999Revolving Credit Agreement • March 2nd, 1999 • Memc Electronic Materials Inc • Semiconductors & related devices • New York
1 EXHIBIT 10 - hhh CONFIDENTIAL TREATMENT REQUESTED Joint Venture Agreement THIS AGREEMENT is made this 20th day of December, 1996 BETWEEN MEMC ELECTRONIC MATERIALS INC, a company organized and incorporated under the laws of the State of Delaware,...Joint Venture Agreement • March 21st, 1997 • Memc Electronic Materials Inc • Semiconductors & related devices
Exhibit 30 ---------- LOCK-UP LETTER AGREEMENT Deutsche Bank Securities Inc. 60 Wall Street, 4th Floor New York, NY 10005 Dear Sirs: The undersigned understands that you propose to enter into an Underwriting Agreement (the "Underwriting Agreement")...Lock-Up Agreement • February 17th, 2004 • Memc Electronic Materials Inc • Semiconductors & related devices
The undersigned understands that you propose to enter into an Underwriting Agreement (the "Underwriting Agreement") providing for the purchase by you (the "Underwriter") of shares (the "Shares") of Common Stock, par value $.01 per share (the "Common Stock"), of MEMC Electronic Materials, Inc., a Delaware corporation (the "Company"), and that the Underwriter proposes to reoffer the Shares to the public (the "Offering").
EXHIBIT 3 ASSIGNMENT AGREEMENT ASSIGNMENT AGREEMENT (the "Agreement"), dated as of November 13, 2001, among TPG Partners III, L.P., T3 Partners, L.P. and T3 Partners II, L.P., each a Delaware limited partnership (collectively, "TPG"), TPG Wafer...Assignment Agreement • November 23rd, 2001 • Memc Electronic Materials Inc • Semiconductors & related devices • New York
COMPANY GUARANTY AGREEMENT GUARANTY AGREEMENT dated as of September 22, 2000, between MEMC ELECTRONIC MATERIALS, INC., a Delaware corporation ("MEMC" or the "Guarantor"), and VEBA INTERNATIONAL FINANCE B.V., a company organized under the laws of the...Guaranty Agreement • November 8th, 2000 • Memc Electronic Materials Inc • Semiconductors & related devices • New York
CONSULTING AGREEMENT AS ADVISOR TO CHIEF EXECUTIVE OFFICER This Consulting Agreement ("Agreement") is made as dated below, by and between Dr. Robert M. Sandfort ("Dr. Sandfort") and MEMC Electronic Materials, Inc. ("MEMC"). Dr. Sandfort and MEMC have...Consulting Agreement • December 10th, 1998 • Memc Electronic Materials Inc • Semiconductors & related devices • Missouri
MEMC ELECTRONIC MATERIALS, INC. (a Delaware corporation) 18,250,000 Shares of Common Stock UNDERWRITING AGREEMENT Dated: August 16, 2005Underwriting Agreement • August 23rd, 2005 • Memc Electronic Materials Inc • Semiconductors & related devices • New York
ARTICLE I AMENDMENT; DEFINITIONS AND ACCOUNTING TERMSCredit Agreement • March 23rd, 2001 • Memc Electronic Materials Inc • Semiconductors & related devices • New York
Exhibit 21 INTERCREDITOR AGREEMENT INTERCREDITOR AGREEMENT, dated as of December 21, 2001 (as amended, supplemented, amended and restated or otherwise modified from time to time, this "Agreement"), by and among (i) TPG PARTNERS III, L.P., TCW/CRESCENT...Intercreditor Agreement • January 31st, 2002 • Memc Electronic Materials Inc • Semiconductors & related devices • New York
EXHIBIT 57 ---------- PURCHASE AGREEMENTPurchase Agreement • October 1st, 2001 • Memc Electronic Materials Inc • Semiconductors & related devices • New York
JOINT FILING AGREEMENTJoint Filing Agreement • January 31st, 2002 • Memc Electronic Materials Inc • Semiconductors & related devices
dated as ofRevolving Credit Agreement • January 31st, 2002 • Memc Electronic Materials Inc • Semiconductors & related devices • New York
Loan AgreementsLoan Agreement • October 1st, 2001 • Memc Electronic Materials Inc • Semiconductors & related devices
CREDIT AGREEMENTCredit Agreement • November 5th, 2014 • Sunedison, Inc. • Semiconductors & related devices • New York
This CREDIT AGREEMENT is entered into as of February 28, 2014, among SUNEDISON, INC. (f/k/a MEMC ELECTRONIC MATERIALS, INC.), a Delaware corporation (the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, GOLDMAN SACHS BANK USA, as Joint Lead Arranger (in such capacity, together with DEUTSCHE BANK SECURITIES INC., as Joint Lead Arranger, “Arrangers”) and Joint Syndication Agents (in such capacity, “Syndication Agents”), and GOLDMAN SACHS BANK USA and MACQUARIE CAPITAL (USA) INC., as Joint Bookrunners (in such capacity, together with DEUTSCHE BANK SECURITIES INC., as Joint Bookrunner, and WELLS FARGO SECURITIES, LLC, as Joint Bookrunner, “Bookrunners”).
LETTER OF AGREEMENT April 1, 1993 Ralph D. Hartung PERSONAL AND CONFIDENTIAL The MEMC International Assignment Policy ('Policy'), applies to all international assignments. This letter of agreement will record our mutual understanding of the current...Letter of Agreement • March 24th, 1998 • Memc Electronic Materials Inc • Semiconductors & related devices
SUPPLEMENTAL RETIREMENT AGREEMENT CLARIFICATIONSupplemental Retirement Agreement • March 22nd, 1999 • Memc Electronic Materials Inc • Semiconductors & related devices
ARTICLE I AMENDMENT; DEFINITIONS AND ACCOUNTING TERMSCredit Agreement • March 23rd, 2001 • Memc Electronic Materials Inc • Semiconductors & related devices • New York
RecitalsCredit Agreement • October 22nd, 1998 • Memc Electronic Materials Inc • Semiconductors & related devices
RECITALSShare Sale and Purchase Agreement • November 8th, 2000 • Memc Electronic Materials Inc • Semiconductors & related devices • Missouri
30,000,000 Shares SunEdison, Inc. Common Stock ($0.01 Par Value) EQUITY UNDERWRITING AGREEMENTEquity Underwriting Agreement • September 18th, 2013 • Sunedison, Inc. • Semiconductors & related devices • New York
SunEdison, Inc., a Delaware corporation (the “Company”), proposes to sell to the several underwriters (the “Underwriters”) named on Schedule I hereto for whom you are acting as representatives (the “Representatives”) an aggregate of 30,000,000 shares (the “Firm Shares”) of the Company’s common stock, $.01 par value (the “Common Stock”). The respective amounts of the Firm Shares to be so purchased by the several Underwriters are set forth opposite their names on Schedule I hereto. The Company also proposes to sell at the Underwriters’ option an aggregate of up to 4,500,000 additional shares of the Company’s Common Stock (the “Option Shares”) as set forth below.
