0000930661-03-001120 Sample Contracts

EMPLOYMENT AGREEMENT
Employment Agreement • March 21st, 2003 • Memc Electronic Materials Inc • Semiconductors & related devices • New York

This EMPLOYMENT AGREEMENT (the "Agreement") is entered into as of this 1st day of January, 2002 by and between MEMC Electronic Materials Inc., a Delaware corporation (the "Company"), and Thomas P. Stiffler ("Executive").

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SECURITY AGREEMENT dated as of March 3, 2003 among MEMC ELECTRONIC MATERIALS, INC., a Delaware corporation (the "Borrower"), each subsidiary of Borrower listed on Schedule I hereto (each such subsidiary individually a "Subsidiary" or a "Guarantor"...
Security Agreement • March 21st, 2003 • Memc Electronic Materials Inc • Semiconductors & related devices • New York

Reference is made to (a) the Revolving Credit Agreement dated as of December 5, 2002 (as amended, supplemented or otherwise modified from time to time, the "Revolving Credit Agreement") among the Borrower, the lenders from time to time party thereto (the "Lenders"), the Collateral Agent and Citicorp USA, Inc., as administrative agent for the Lenders (in such capacity, the "Administrative Agent") and (b) the Guarantee Agreement dated as of March 3, 2003 (as amended, supplemented or otherwise modified from time to time, the "Guarantee Agreement"), among the Guarantors and the Collateral Agent. Unless the context otherwise requires, all capitalized terms used but not defined herein shall have the meanings set forth in the Revolving Credit Agreement.

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Contract
Revolving Credit Agreement • March 21st, 2003 • Memc Electronic Materials Inc • Semiconductors & related devices • New York

REVOLVING CREDIT AGREEMENT dated as of December 5, 2002 (this "Agreement"), among MEMC ELECTRONIC MATERIALS, INC., the LENDERS party hereto, and CITICORP USA, INC., as administrative agent and collateral agent hereunder.

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Contract
Pledge Agreement • March 21st, 2003 • Memc Electronic Materials Inc • Semiconductors & related devices • New York

PLEDGE AGREEMENT dated as of March 3, 2003 among MEMC ELECTRONIC MATERIALS, INC., a Delaware corporation ("Borrower"), each subsidiary of the Borrower listed on Schedule I hereto (each such subsidiary individually a "Subsidiary Pledgor" and collectively, the "Subsidiary Pledgors"; the Borrower and the Subsidiary Pledgors are referred to herein individually as a "Pledgor" and collectively as the "Pledgors") and CITICORP USA, INC., as collateral agent (in such capacity, the "Collateral Agent") for the Secured Parties (as defined in the Security Agreement).

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AMENDMENT NO. 1 TO THE AMENDED AND RESTATED SECURITY AGREEMENT
Security Agreement • March 21st, 2003 • Memc Electronic Materials Inc • Semiconductors & related devices • New York

AMENDMENT NO. 1, dated as of March 3, 2003 (this "Amendment No. 1"), to the Amended and Restated Security Agreement, dated as of December 21, 2001 (as amended, supplemented or otherwise modified from time to time, the "Security Agreement"), among MEMC Electronic Materials, Inc., a Delaware corporation (the "Borrower"), each subsidiary of the Borrower party thereto (each such subsidiary individually a "Guarantor" and, collectively, the "Guarantors"; and the Guarantors and Borrower are referred to collectively herein as the "Grantors") and Citicorp USA, Inc., as collateral agent (in such capacity, the "Collateral Agent") for the Secured Parties.

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AMENDMENT NO. 3 TO THE REVOLVING CREDIT AGREEMENT
The Revolving Credit Agreement • March 21st, 2003 • Memc Electronic Materials Inc • Semiconductors & related devices • New York

AMENDMENT NO. 3, dated as of March 11, 2003 (this ‘Amendment No. 3’) 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 and collateral agent, as amended by Amendment No. 1 to the Revolving Credit Agreement, dated March 21, 2002, among the parties therein, and Amendment No. 2 to the Revolving Credit Agreement, dated June 21, 2002, among the parties therein (as amended, modified or supplemented from time to time, the ‘Revolving Credit Agreement’).

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November 14, 2002
Registration Rights Agreement • March 21st, 2003 • Memc Electronic Materials Inc • Semiconductors & related devices
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Contract
Guarantee Agreement • March 21st, 2003 • Memc Electronic Materials Inc • Semiconductors & related devices • New York

GUARANTEE AGREEMENT dated as of March 3, 2003 among MEMC ELECTRONIC MATERIALS, INC., a Delaware corporation ("Borrower"), each of the subsidiaries listed on Schedule I hereto (each such subsidiary, individually, a "Subsidiary" or a "Guarantor" and, collectively, the "Subsidiaries" or the "Guarantors") and CITICORP USA, INC. as collateral agent (the "Collateral Agent") for the Secured Parties (as defined in the Security Agreement).

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Contract
Memc Electronic Materials Inc • March 21st, 2003 • Semiconductors & related devices

This ITALIAN SUPPLEMENT, dated as of March 3, 2003 (as amended, supplemented or otherwise modified from time to time, the "Italian Supplement") to the AMENDED AND RESTATED PLEDGE AGREEMENT relating to the Reimbursement Agreement (as defined below) dated as of December 21, 2001 (as amended, supplemented or otherwise modified from time to time, the "Pledge Agreement"), is made among MEMC ELECTRONIC MATERIALS, INC., a Delaware corporation (the "Borrower" or the "Pledgor"), CITICORP USA, INC., as collateral agent (in such capacity, the "Collateral Agent") and custodian, and CITICORP USA, INC., as attorney-in-fact acting in the name and on behalf of the Secured Parties (as defined in the Reimbursement Agreement defined below). The Pledge Agreement, as supplemented by this Italian Supplement, shall be referred to herein as this "Agreement". Unless otherwise defined or specified herein or amended hereby, capitalized terms used herein which are defined in t Pledge Agreement or the Reimbursemen

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AMENDMENT NO. 1 TO THE AMENDED AND RESTATED PLEDGE AGREEMENT
Pledge Agreement • March 21st, 2003 • Memc Electronic Materials Inc • Semiconductors & related devices • New York

AMENDMENT NO. 1, dated as of March 3, 2003 (this "Amendment No. 1"), to the Amended and Restated Pledge Agreement, dated as of December 21, 2001 (as amended, supplemented or otherwise modified from time to time, the "Pledge Agreement"), among MEMC Electronic Materials, Inc., a Delaware corporation (the "Borrower"), each subsidiary of the Borrower party thereto (each such subsidiary individually a "Subsidiary Pledgor" and, collectively, the "Subsidiary Pledgors"; and the Subsidiary Pledgors and Borrower are referred to collectively herein as the "Pledgors") and Citicorp USA, Inc., as collateral agent (in such capacity, the "Collateral Agent") for the Secured Parties.

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AMENDMENT NO. 2 TO THE AMENDED AND RESTATED INDENTURE
Indenture • March 21st, 2003 • Memc Electronic Materials Inc • Semiconductors & related devices • New York

AMENDMENT NO. 2, dated as of March 3, 2003 (this "Amendment No. 2") to the Amended and Restated Indenture, dated as of December 21, 2001, among MEMC ELECTRONIC MATERIALS, INC., a Delaware corporation (the "Issuer"), CITIBANK, N.A., as trustee (the "Trustee") and CITICORP USA, INC., as collateral agent (the "Collateral Agent"), as amended by Amendment No. 1 to the Amended and Restated Indenture, dated March 27, 2002, among the parties therein (together as further amended, modified or supplemented from time to time, the "Indenture").

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INDEMNITY, SUBROGATION and CONTRIBUTION AGREEMENT dated as of March 3, 2003 among MEMC ELECTRONIC MATERIALS, INC., a Delaware corporation (the "Borrower"), each subsidiary of Borrower listed on Schedule I hereto (each such subsidiary individually, a...
Subrogation and Contribution Agreement • March 21st, 2003 • Memc Electronic Materials Inc • Semiconductors & related devices • New York

Reference is made to the Revolving Credit Agreement dated as of December 5, 2002 (as amended, supplemented or otherwise modified from time to time, the "Revolving Credit Agreement"), among the Borrower, the lenders from time to time party thereto (the "Lenders"), the Collateral Agent and Citicorp USA, Inc., as administrative agent for the Lenders (in such capacity, the "Administrative Agent"). Capitalized terms used herein and not defined herein shall have the meanings assigned to such terms in the Revolving Credit Agreement.

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MEMC ELECTRONIC MATERIALS, INC. FORM OF STOCK OPTION GRANT AGREEMENT 2001 Equity Incentive Plan End of Contract Vesting
Agreement • March 21st, 2003 • Memc Electronic Materials Inc • Semiconductors & related devices • Delaware

WHEREAS, the Company has adopted and maintains the MEMC Electronic Materials, Inc. 2001 Equity Incentive Plan, as amended (the "Plan"), to promote the interests of the Company and its stockholders by providing the Company's key employees and others with an appropriate incentive to encourage them to continue in the employ of the Company and to improve the growth and profitability of the Company;

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Contract
Memc Electronic Materials Inc • March 21st, 2003 • Semiconductors & related devices

This ITALIAN SUPPLEMENT, dated as of March 3, 2003 (as amended, supplemented or otherwise modified from time to time, the "Italian Supplement") to the PLEDGE AGREEMENT relating to the Bank Revolving Credit Agreement (as defined below) dated as of December 21, 2001 (as amended, supplemented or otherwise modified from time to time, the "Pledge Agreement"), is made among MEMC ELECTRONIC MATERIALS, INC., a Delaware corporation (the "Borrower" or the "Pledgor"), CITICORP USA, INC., as collateral agent (in such capacity, the "Collateral Agent") and custodian, and CITICORP USA, INC., as attorney-in-fact acting in the name and on behalf of the Secured Parties (as defined in the Bank Revolving Credit Agreement defined below). The Pledge Agreement, as supplemented by this Italian Supplement, shall be referred to herein as this "Agreement". Unless otherwise defined or specified herein or amended hereby, capitalized terms used herein which are defined in the Pled ge Agreement or the Bank Revolving

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MEMC ELECTRONIC MATERIALS, INC. FORM OF STOCK OPTION GRANT AGREEMENT 1995 Equity Incentive Plan Three Year Vesting for Board of Directors
Memc Electronic • March 21st, 2003 • Memc Electronic Materials Inc • Semiconductors & related devices • Delaware

WHEREAS, the Company has adopted and maintains the MEMC Electronic Materials, Inc. 1995 Equity Incentive Plan, as amended (the "Plan"), to promote the interests of the Company and its stockholders by providing the Company's key employees and directors with an appropriate incentive to encourage them to continue in the service of the Company and to improve the growth and profitability of the Company;

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AMENDMENT NO. 1 TO THE SECOND AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • March 21st, 2003 • Memc Electronic Materials Inc • Semiconductors & related devices • New York

AMENDMENT NO. 1, dated as of March 3, 2003 (this "Amendment No. 1") to the Second Amended and Restated Credit Agreement, dated as of September 6, 2002, between MEMC Electronic Materials S.p.A., a company formed under the laws of Italy (the "Borrower") and TPG Wafer Partners LLC, a limited liability company formed under the laws of Delaware (the "TPG Lender") and the TPG Lender as agent (as amended, modified or supplemented from time to time, the "Italian Credit Agreement").

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AMENDMENT NO. 1 TO THE PLEDGE AGREEMENT
Pledge Agreement • March 21st, 2003 • Memc Electronic Materials Inc • Semiconductors & related devices • New York

AMENDMENT NO. 1, dated as of March 3, 2003 (this "Amendment No. 1"), to the Pledge Agreement, dated as of November 13, 2001 (as amended, supplemented or otherwise modified from time to time, the "Pledge Agreement"), among MEMC Electronic Materials, Inc., a Delaware corporation (the "Issuer"), each subsidiary of the Issuer party thereto (collectively, together with the Issuer, the "Pledgors and Guarantors") and Citicorp USA, Inc., as collateral agent (in such capacity, the "Collateral Agent") for the Secured Parties.

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Contract
Memc Electronic Materials Inc • March 21st, 2003 • Semiconductors & related devices

This ITALIAN SUPPLEMENT, dated as of March 3, 2003 (as amended, supplemented or otherwise modified from time to time, the "Italian Supplement") to the PLEDGE AGREEMENT relating to the Indenture (as defined below) dated as of November 13, 2001 (as amended, supplemented or otherwise modified from time to time, the "Pledge Agreement"), is made among MEMC ELECTRONIC MATERIALS, INC., a Delaware corporation (the "Issuer" or the "Pledgor and Guarantor"), CITICORP USA, INC., as collateral agent, (in such capacity, the "Collateral Agent") and custodian, and CITICORP USA, INC. as attorney-in-fact acting in the name and on behalf of the Secured Parties (as defined in the Indenture that is defined below). The Pledge Agreement, as supplemented by this Italian Supplement, shall be referred to herein as this "Agreement". Unless otherwise defined herein or specified herein or amended hereby, capitalized terms used herein which are defined in the Pledge Agreeme nt, or the Indenture, are used herein as

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Contract
Memc Electronic Materials Inc • March 21st, 2003 • Semiconductors & related devices

This ITALIAN SUPPLEMENT, dated as of March 3, 2003 (as amended, supplemented or otherwise modified from time to time, the "Italian Supplement") to the PLEDGE AGREEMENT relating to the Investor Revolving Credit Agreement (as defined below) dated as of March 3, 2003 (as amended, supplemented or otherwise modified from time to time, the "Pledge Agreement"), is made among MEMC ELECTRONIC MATERIALS, INC., a Delaware corporation (the "Borrower" or the "Pledgor"), CITICORP USA, INC., as collateral agent (in such capacity, the "Collateral Agent") and custodian, and CITICORP USA, INC., as attorney-in-fact acting in the name and on behalf of the Secured Parties (as defined in the Investor Revolving Credit Agreement that is defined below). The Pledge Agreement, as supplemented by this Italian Supplement, shall be referred to herein as this "Agreement". Unless otherwise defined or specified herein or amended hereby, capitalized terms used herein which are defined in the Pledge Agreement or the Inv

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AMENDMENT NO. 1 TO THE PLEDGE AGREEMENT
The Pledge Agreement • March 21st, 2003 • Memc Electronic Materials Inc • Semiconductors & related devices • New York

AMENDMENT NO. 1, dated as of March 3, 2003 (this "Amendment No. 1"), to the Pledge Agreement, dated as of December 21, 2001 (as amended, supplemented or otherwise modified from time to time, the "Pledge Agreement"), among MEMC Electronic Materials, Inc., a Delaware corporation (the "Borrower"), each subsidiary of the Borrower party thereto (each such subsidiary individually a "Subsidiary Pledgor" and, collectively, the "Subsidiary Pledgors"; and the Subsidiary Pledgors and Borrower are referred to collectively herein as the "Pledgors") and Citicorp USA, Inc., as collateral agent (in such capacity, the "Collateral Agent") for the Secured Parties.

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AMENDMENT NO. 1 TO THE SECURITY AGREEMENT
The Security Agreement • March 21st, 2003 • Memc Electronic Materials Inc • Semiconductors & related devices • New York

AMENDMENT NO. 1, dated as of March 3, 2003 (this "Amendment No. 1"), to the Security Agreement, dated as of December 21, 2001 (as amended, supplemented or otherwise modified from time to time, the "Security Agreement"), among MEMC Electronic Materials, Inc., a Delaware corporation (the "Borrower"), each subsidiary of the Borrower party thereto (each such subsidiary individually a "Guarantor" and, collectively, the "Guarantors"; and the Guarantors and Borrower are referred to collectively herein as the "Grantors") and Citicorp USA, Inc., as collateral agent (in such capacity, the "Collateral Agent") for the Secured Parties.

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