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EXHIBIT 10-G(1)
SECOND AMENDMENT TO TECHNICAL AGREEMENT
This Second Amendment to Technical Agreement - Silicon Wafer Manufacturing (the
"Second Amendment") is effective as of September 30, 1998, by and between MEMC
ELECTRONIC MATERIALS, INC., a Delaware corporation ("MEMC"), and POSCO XXXX
COMPANY LIMITED, a Korea corporation ("PHC"). All terms used herein, unless
otherwise defined, shall have the same meanings ascribed to them in the
Agreement (as defined below).
RECITALS
A. MEMC and PHC made and entered into that certain Technical
Agreement -- Silicon Wafer Manufacturing as of December 19, 1990
and that certain Amendment to Technical Agreement effective as of
January 1, 1995 (as so amended, the
"Agreement").
B. Section 14.03 of the Agreement provides that it will expire five (5)
years from the Date of First Commercial Production (September 30, 1993)
or on September 30, 1998 unless the parties have renegotiated the terms
thereof.
C. The parties are in the process of renegotiating in good faith the terms
of the Agreement, and wish to extend the term thereof for three (3)
months in order to allow them to complete their negotiations.
NOW, THEREFORE, pursuant to Section 17.03 of the Agreement, the parties agree as
follows:
1. Extension of Term.
a. Section 14.03 of the Agreement shall be amended to read in its
entirety as follows:
"It is understood that, in the case of failure of the
negotiations under Section 3.5 of this Agreement, this Agreement
shall expire on December 31, 1998, and such expiration shall not
act to terminate rights and licenses already granted pursuant to
this Agreement, provided, however, such rights and licenses shall
be non-exclusive."
b. The Agreement is also amended so that the all of the rights and
obligations of the parties which expire under the Agreement five
(5) years from the Date of First Commercial Production, including
the obligation of the parties to supply technical information and
continuing know-how to each other under Article III and the
obligation of PHC to pay MEMC a running royalty under Article V,
shall continue through December 31, 1998.
c. The parties will endeavor to complete another amendment to the
agreement by December 31, 1998; such additional agreement shall
be retroactively effective as of October 1, 1998 regardless of
the date of execution. The Second Amendment shall automatically
expire upon execution of the additional agreement.
2. Effect
This Second Amendment shall become effective on September 30, 1998 and
shall supercede any provisions of the Agreement which are in conflict
with this Second Amendment. All other provisions of the Agreement shall
remain effective and binding.
IN WITNESS WHEREOF, the parties have executed this Second Amendment as follows:
MEMC ELECTRONIC MATERIALS, INC. POSCO XXXX COMPANY, LIMITED
By: /s/ Xxxx X. Xxxxxxxx By: /s/ Xxxx Xxx Hong
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Title: Corporate Vice President Title: President
Date: September 30, 1998 Date: September 30, 1998
