Exhibit 25
Reference is hereby made to the Members' Agreement (the "Agreement"),
dated as of November 13, 2001, by and among TPG Wafer Holdings, LLC, a Delaware
limited liability company (the "Company"), TPG Wafer Partners, L.L.C., a
Delaware limited liability company (together with its affiliates and successors,
"TPG"), TCW/Crescent Mezzanine Partners III, L.P. and TCW/Crescent Mezzanine
Trust III (together with their affiliates and successors, "TCW"), Green Equity
Investors III, L.P., a Delaware limited partnership (together with its
affiliates and successors, "GEI"), Green Equity Investors Side III, L.P., a
Delaware limited partnership, (together with its affiliates and successors and
GEI, "LGP") and TPG Wafer Management, L.L.C., a Delaware limited liability
company (together with its affiliates and successors other than TPG, "TPG Wafer
Management") (collectively, the "Members").
Pursuant to Article IV of the Agreement, TCW/Crescent Mezzanine III
Netherlands, L.P. ("Netherlands"), the Company and the Members hereby execute
and deliver this counterpart of the Agreement, and Netherlands hereby becomes
added to, and bound by, and entitled to receive the benefits afforded by, the
Agreement, effective as of December 21, 2001.
Reference is also made to the Amended and Restated Limited Liability
Company Operating Agreement, dated as of November 13, 2001, among the Members.
Pursuant to Sections 11.01 and 11.08 thereof, Schedule A thereto is hereby
amended to add Netherlands at the same address as TCW and Schedule B thereto is
hereby amended to read in its entirety as set forth on Annex 1 hereto.
DATED: January 25, 2002.
TPG WAFER HOLDINGS, LLC
By: /s/ Xxxxxxx X. Xxxxxxxxx
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Name: Xxxxxxx X. Xxxxxxxxx
Title: Vice President
TPG WAFER PARTNERS, L.L.C.
By: /s/ Xxxxxxx X. Xxxxxxxxx
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Name: Xxxxxxx X. Xxxxxxxxx
Title: Vice President
TCW/CRESCENT MEZZANINE PARTNERS III, L.P.,
TCW/CRESCENT MEZZANINE TRUST III and
TCW/CRESCENT MEZZANINE III NETHERLANDS, L.P.
By: TCW/Crescent Mezzanine
Management III, L.L.C., as its
Investment Manager
By: TCW Asset Management Company, as
Its Sub-Advisor
By: TCW Asset Management Company, as
Its Sub-Advisor
By: /s/ Xxxx-Xxxx Xxxxxx
-------------------------------
Name: Xxxx-Xxxx Xxxxxx
Title: Managing Director
By: /s/ Xxxxx X. Xxxxxxx, Xx.
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Name: Xxxxx X. Xxxxxxx, Xx.
Title: Senior Vice President
GREEN EQUITY INVESTORS III, L.P.
By: GEI Capital III, LLC
Its General Partner
By: /s/ Xxxx Xxxxxxx
----------------------------
Name: Xxxx Xxxxxxx
Title: Manager
GREEN EQUITY INVESTORS SIDE III, L.P.
By: GEI Capital III, LLC
Its General Partner
By: /s/ Xxxx Xxxxxxx
----------------------------
Name: Xxxx Xxxxxxx
Title: Manager
TPG WAFER MANAGEMENT, L.L.C.
By: /s/ Xxxxxxx X. Xxxxxxxxx
------------------------------
Name: Xxxxxxx X. Xxxxxxxxx
Title: Vice President
