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Exhibit 10.1(a)
FIRST AMENDMENT
TO
PURCHASE AGREEMENT
THIS FIRST AMENDMENT TO PURCHASE AGREEMENT (the "Amendment") is entered
into as of December 29, 1998, by and among VEBA Corporation, a Delaware
corporation ("VEBA"), and MEMC Electronic Materials, Inc., a Delaware
corporation (the "Company").
RECITALS
A. The Company and VEBA entered into that certain Purchase Agreement
dated as of October 22, 1998 (the "Purchase Agreement"), pursuant to which the
Company agreed to sell and VEBA agreed to purchase shares of Common Stock of the
Company on the terms and conditions set forth therein;
B. Section 2 of the Purchase Agreement provides that the Closing shall
not occur later than December 30, 1998; and
C. The parties hereto desire to amend Section 2 of the Purchase
Agreement to extend the date after which the Closing (as defined in the Purchase
Agreement) shall not occur.
NOW, THEREFORE, in consideration of the recitals and the mutual
covenants, representations, warranties, conditions and agreements hereinafter
expressed, the parties agree as follows:
AMENDMENT
1. Section 2 of the Purchase Agreement is amended by deleting the date
"December 30, 1998" in the proviso of the first sentence, and replacing it with
"February 15, 1999".
2. Except as modified herein, all terms and conditions of the Purchase
Agreement shall remain in full force and effect.
3. This Amendment shall be governed by, and construed in accordance
with, the laws of the State of New York.
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IN WITNESS WHEREOF, each of the parties hereto has caused this
Amendment to be executed as of the date first above written.
VEBA CORPORATION
By /s/ X.X. Xxxxxxxxx
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Name: X.X. Xxxxxxxxx
Title: President
MEMC ELECTRONIC MATERIALS INC.
By /s/ Xxxxxx X. Xxxxxxxx
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Name: Xxxxxx X. Xxxxxxxx
Title: Corporate Vice President,
General Counsel & Secretary
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