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") and MEMC SOUTHWEST INC., a Delaware corporation
("Sublessee"). All terms used herein, unless otherwise defined, shall have the
same meanings ascribed to them in the Sublease (as defined below).
Recitals
WHEREAS, Sublessor and Sublessee made and entered into that certain
Sublease Agreement Covering Silicon Wafer Operations Premises dated as of June
30, 1995 (the "Sublease"); and
WHEREAS, in connection with the [CONFIDENTIAL MATERIAL HAS BEEN DELETED AND
FILED SEPARATELY WITH SEC], Sublessor and Sublessee wish to amend the Sublease
to allow for early termination by Sublessee; and
WHEREAS, Article 35 of the Sublease allows the Sublease to be amended with
the written consent of Sublessor and Sublessee.
NOW, THEREFORE, the parties agree as follows:
1. The following shall be added at the end of Article 24:
"Notwithstanding anything else to the contrary herein, effective January 1,
2002, Sublessee shall have the right to terminate this Sublease upon at
least twelve (12) months prior written notice to Sublessor. In the event
the Sublease is terminated pursuant to this provision prior to the end of
the then current term, Sublessee shall be responsible for all Rent up to
and including the date of termination. Rent shall be prorated for any
partial month of occupancy on the basis of 365 days per year. The foregoing
termination shall be permitted solely in connection with [CONFIDENTIAL
MATERIAL HAS BEEN DELETED AND FILED SEPARATELY WITH SEC]"
2. Except as specifically amended by this First Amendment, all provisions of
the Sublease shall remain effective and binding. This Amendment, together
with the Sublease, constitutes the entire agreement between the Parties
relating to the subject matter hereof and supersedes all prior agreement,
oral or written, and all other communications between the Parties.
IN WITNESS WHEREOF, the parties have executed this First Amendment as of
the date first above written and the terms herein shall be effective as of that
date.
Sublessor: Sublessee:
TEXAS INSTRUMENTS INCORPORATED MEMC SOUTHWEST INC.
By: /s/ X. Xxxxxxxxxxxxxxx By: /s/ Xxxxx Xxxx
--------------------------- -----------------------------
Name: X. Xxxxxxxxxxxxxxx Name: Xxxxx Xxxx
Title: Senior Vice President Title: President
