Exhibit 17 GUARANTY dated as of December 21, 2001 (this "Agreement" or the "TPG Guaranty") between TPG PARTNERS III, L.P., a Delaware limited partnership (the "Guarantor"), TPG GENPAR III, L.P., a Delaware limited partnership (the "General Partner")...Guaranty • January 31st, 2002 • Memc Electronic Materials Inc • Semiconductors & related devices • New York
Exhibit 21 INTERCREDITOR AGREEMENT INTERCREDITOR AGREEMENT, dated as of December 21, 2001 (as amended, supplemented, amended and restated or otherwise modified from time to time, this "Agreement"), by and among (i) TPG PARTNERS III, L.P., TCW/CRESCENT...Intercreditor Agreement • January 31st, 2002 • Memc Electronic Materials Inc • Semiconductors & related devices • New York
JOINT FILING AGREEMENTJoint Filing Agreement • January 31st, 2002 • Memc Electronic Materials Inc • Semiconductors & related devices
dated as ofRevolving Credit Agreement • January 31st, 2002 • Memc Electronic Materials Inc • Semiconductors & related devices • New York
Exhibit 24 OMNIBUS AMENDMENT AGREEMENT Omnibus Amendment Agreement, dated January 25 2002, among the entities set forth on the signatures pages hereof (this "Agreement"). W I T N E S S E T H T H A T: WHEREAS, as contemplated by Section 6.05 of that...Omnibus Amendment Agreement • January 31st, 2002 • Memc Electronic Materials Inc • Semiconductors & related devices • New York
REIMBURSEMENT AGREEMENT by and among MEMC ELECTRONIC MATERIALS, INC. as Borrower,Reimbursement Agreement • January 31st, 2002 • Memc Electronic Materials Inc • Semiconductors & related devices • New York
Exhibit 22 MEMC ELECTRONIC MATERIALS, INC. Senior Subordinated Secured Notes Due 2007 AMENDED AND RESTATED INDENTURE Dated as of December 21, 2001Indenture • January 31st, 2002 • Memc Electronic Materials Inc • Semiconductors & related devices • New York
RECITALSIntercreditor Agreement • January 31st, 2002 • Memc Electronic Materials Inc • Semiconductors & related devices • New York
Exhibit 15 TERMINATION AND FUNDING AGREEMENT TERMINATION AND FUNDING AGREEMENT (this "Agreement") dated as of December 21, 2001, by and among MEMC ELECTRONIC MATERIALS, INC. (the "Borrower"), TPG WAFER CREDIT PARTNERS LLC, T3 PARTNERS II, L.P., T3...Termination and Funding Agreement • January 31st, 2002 • Memc Electronic Materials Inc • Semiconductors & related devices • New York
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...Members' Agreement • January 31st, 2002 • Memc Electronic Materials Inc • Semiconductors & related devices
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").
