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Exhibit 10.1(b)
SECOND AMENDMENT
TO
PURCHASE AGREEMENT
THIS SECOND AMENDMENT TO PURCHASE AGREEMENT (the "Second
Amendment") is entered into as of February 14, 1999, by and between VEBA Zweite
Verwaltungsgesellschaft mbH, a German limited liability company ("VEBA Zweite"),
and MEMC Electronic Materials, Inc., a Delaware corporation (the "Company").
RECITALS
A. The Company and VEBA Corporation, a Delaware corporation,
entered into that certain Purchase Agreement, dated as of October 22, 1998 (the
"Original Purchase Agreement"), pursuant to which the Company agreed to sell and
VEBA Corporation agreed to purchase shares of the Company's common stock, par
value $0.01 per share (the "Common Stock"), on the terms and conditions set
forth therein;
B. The First Amendment to Purchase Agreement, dated as of
December 29, 1998, by and among the Company and VEBA Corporation (together with
the Original Purchase Agreement, the "Purchase Agreement"), amended Section 2 of
the Original Purchase Agreement to extend the date after which the Closing (as
defined in the Purchase Agreement) shall not occur to February 15, 1999.
C. VEBA Corporation assigned to VEBA Zweite all of VEBA
Corporation's rights under the Purchase Agreement to purchase the shares of
Common Stock and all of the other rights and benefits afforded to VEBA
Corporation under the Purchase Agreement pursuant to an Assignment and
Assumption Agreement, dated as of December 30, 1998, by and between VEBA
Corporation and VEBA Zweite.
D. The parties hereto desire to amend Section 2 of the
Purchase Agreement to extend further the date after which the Closing 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:
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AMENDMENT
1. Section 2 of the Purchase Agreement is amended by deleting
the date "February 15, 1999" in the proviso of the first sentence, and replacing
it with "April 30, 1999".
2. Except as modified herein, all terms and conditions of the
Purchase Agreement shall remain in full force and effect.
3. This Second Amendment shall be governed by, and construed
in accordance with, the laws of the State of New York.
IN WITNESS WHEREOF, each of the parties hereto has caused this
Second Amendment to be executed as of the date first above written.
VEBA ZWEITE VERWALTUNGSGESELLSCHAFT MBH
/s/ Xxxxxxxxx Xxxxxxxx
By _____________________________
Name: Xx. Xxxxxxxxx Xxxxxxxx
Title: Attorney-in-Fact
MEMC ELECTRONIC MATERIALS INC.
/s/ Xxxxx X. Xxxxxx
By _____________________________
Name: Xxxxx X. Xxxxxx
Title: Exec. V.P. and C.F.O.
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[Letterhead of
VEBA ZWEITE VERWALTUNGSGESELLSCHAFT MBH]
POWER OF ATTORNEY
We, VEBA Zweite Verwaltungsgesellschaft, Xxxxxxxxxxxxxx 0, 00000 Xxxxxxxxxx,
Xxxxxxx, represented by Xx. Xxxx Xxxxxx as Director, hereby appoint Xx. Xxxxxxx
Xxxxxxx, Xx. Xxxxx Xxxxxxxx, Xxx. Xxxxxx Xxxxx, Xx. Xxxxxxxxx Xxxxxxxx, Xx.
Xxxxx Jungfermannn and Mr. Jens-Xxx Xxxxxxxx of VEBA Aktiengesellschaft,
Xxxxxxxxxxxxxx 0, 00000 Xxxxxxxxxx, Xxxxxxx, each acting alone with power to
execute and deliver on our behalf
the Purchase Agreement between MEMC Electronic Materials, Inc. and
ourselves,
the Registration Rights Agreement between MEMC Electronic Materials, Inc.
and ourselves,
the Escrow Agreement between MEMC Electronic Materials, Inc., ourselves and
Xxxxxxxxxx & Xxxxx LLP (collectively the "Agreements"), and
the Amendment to Schedule 13 D required to be filed with the Securities
and Exchange Commission
in connection with the private placement by MEMC Electronic Materials, Inc. as
issuer, and ourselves, as buyer, of MEMC Common Stock pursuant to the terms of
the Purchase Agreement, and to take any other action necessary in connection
with the Agreements and the filing of Schedule 13 D.
The appointed are exempt from the restrictions of section 181 of the German
Civil Code.
Xxxxxxxxxx, 00 December 1998
VEBA Zweite Verwaltungsgesellschaft
/s/ Xx. Xxxx Xxxxxx
(Xx. Xxxx Xxxxxx)
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Geschftsfuhrar: Xxxxxx Xxxxx - Xx. Xxxx Xxxxxx
Xxxxxxxxxxx Xxxxxxxxxx XXX 00000
