AMENDMENT NO. 1 TO THE REVOLVING CREDIT AGREEMENT
AMENDMENT NO. 1 TO THE REVOLVING CREDIT AGREEMENT
AMENDMENT NO. 1, dated as of March 21, 2002 (this "Amendment No. 1") to the Revolving Credit Agreement, dated as of December 21, 2001, among MEMC ELECTRONIC MATERIALS, INC., a Delaware corporation (the "Borrower"), the Lenders party thereto, and CITICORP USA, INC., as administrative agent (in such capacity, the "Administrative Agent") and collateral agent (as amended, modified or supplemented from time to time, the "Revolving Credit Agreement").
W I T N E S S E T H:
WHEREAS, pursuant to Section 9.02 of the Revolving Credit Agreement, the Borrower and the Required Lenders wish to amend the Revolving Credit Agreement as set forth herein;
NOW THEREFORE, in consideration of the premises herein, and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto hereby agree as follows:
1. Definitions. Capitalized terms used herein and not defined herein have the meanings assigned to them in the Revolving Credit Agreement.
2. Amendments to the Revolving Credit Agreement.
(a) Section 2.02(c) is hereby amended by deleting the last sentence and inserting in lieu thereof the following:
Borrowings of more than one Type may be outstanding at the same time, provided that there shall not at any time be more than a total of twelve Eurodollar Borrowings outstanding.
(b) The definition of "Fund Guarantors" in Section 1.01 is hereby amended to read in its entirety as follows:
"Fund Guarantors" means, collectively, GEI, GEI Side, TCW, TCW Trust, TPG, and each other Person who from time to time shall become a "Guarantor" under and as defined in the Guaranty.
(c) Section 6.14 is hereby amended by deleting the table therein and inserting in lieu thereof the following:
|
MONTH |
MINIMUM AMOUNT |
|
January 2002 |
$34.0 million |
|
February 2002 |
$34.0 million |
|
March 2002 |
$34.0 million |
|
April 2002 |
$38.5 million |
|
May 2002 |
$39.0 million |
|
June 2002 |
$39.0 million |
|
July 2002 |
$43.0 million |
|
August 2002 |
$43.5 million |
|
September 2002 |
$44.5 million |
|
October 2002 |
$47.0 million |
|
November 2002 |
$47.5 million |
|
December 2002 |
$48.0 million |
|
January 2003 |
$52.0 million |
|
February 2003 |
$52.0 million |
|
March 2003 |
$52.0 million |
|
April 2003 |
$54.0 million |
|
May 2003 |
$54.0 million |
|
June 2003 |
$54.0 million |
|
July 2003 |
$55.0 million |
|
August 2003 |
$55.0 million |
|
September 2003 |
$55.0 million |
|
October 2003 |
$56.0 million |
|
November 2003 |
$56.0 million |
|
December 2003 |
$56.0 million |
|
January 2004 |
$61.0 million |
|
February 2004 |
$61.0 million |
|
March 2004 |
$61.0 million |
|
April 2004 |
$63.0 million |
|
May 2004 |
$63.0 million |
|
June 2004 |
$63.0 million |
|
July 2004 |
$65.0 million |
|
August 2004 |
$65.0 million |
|
September 2004 |
$65.0 million |
|
October 2004 |
$67.0 million |
|
November 2004 |
$67.0 million |
|
December 2004 |
$67.0 million |
|
January 2005 |
$70.0 million |
|
February 2005 |
$70.0 million |
|
March 2005 |
$70.0 million |
|
April 2005 |
$72.0 million |
|
May 2005 |
$72.0 million |
|
June 2005 |
$72.0 million |
|
July 2005 |
$74.0 million |
|
August 2005 |
$74.0 million |
|
September 2005 |
$74.0 million |
|
October 2005 |
$76.0 million |
|
November 2005 |
$76.0 million |
|
December 2005 |
$76.0 million |
|
January 2006 |
$78.0 million |
|
February 2006 |
$78.0 million |
|
March 2006 |
$78.0 million |
|
April 2006 |
$80.0 million |
|
May 2006 |
$80.0 million |
|
June 2006 |
$80.0 million |
|
July 2006 |
$82.0 million |
|
August 2006 |
$82.0 million |
|
September 2006 |
$82.0 million |
|
October 2006 |
$84.0 million |
3. Effective Date. This Amendment No. 1 shall become effective as of the date first written above (the "First Amendment Effective Date").
4. Reference to and Effect on the Revolving Credit Agreement.
(a) On and after the First Amendment Effective Date, each reference in the Revolving Credit Agreement to "this Agreement", "hereunder", "hereof", "herein" or words of like import referring to the Revolving Credit Agreement, shall mean and be a reference to the Revolving Credit Agreement as amended by this Amendment No. 1.
(b) Except as specifically amended by this Amendment No. 1, the Revolving Credit Agreement shall remain in full force and effect and is hereby in all respects ratified and confirmed.
(c) The execution, delivery and performance of this Amendment No. 1 shall not, except as expressly provided herein, constitute a waiver or amendment of any provision of, or operate as a waiver or amendment of any right, power or remedy of the Lenders under the Revolving Credit Agreement.
5. GOVERNING LAW. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY THE LAW OF THE STATE OF NEW YORK.
6. Counterparts. This Amendment No. 1 may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1 to be executed by their respective officers thereunto duly authorized, as of the date first above written.
|
MEMC ELECTRONIC MATERIALS, INC., By /s/ Klaus von Horde |
|
|
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By: /s/ Xxxxxxx X. Xxxxx |
|
CITICORP USA, INC., as Lender |
CONSENTED TO AND AGREED:
|
Name of Institution: |
TPG PARTNERS, III, L.P. By: TPG GenPar III, L.P. |
CONSENTED TO AND AGREED:
|
Name of Institution: |
GREEN EQUITY INVESTORS III, L.P. By: GEI Capital III, LLC, as its General Partner |
|
|
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Name of Institution: |
GREEN EQUITY INVESTORS SIDE III, L.P. By: GEI Capital III, LLC, as its General Partner |
CONSENTED TO AND AGREED:
|
Name of Institution: |
TCW/CRESCENT MEZZANINE PARTNERS III, L.P., By: /s/ Xxxxx X. Xxxxxxx, Xx. |
