0000945436-01-500022 Sample Contracts

Contract
Security Agreement • November 28th, 2001 • Memc Electronic Materials Inc • Semiconductors & related devices • New York

SECURITY AGREEMENT dated as of November 13, 2001, 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" and, collectively, the "Subsidiaries" or "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 (as defined herein).

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Contract
Revolving Credit Agreement • November 28th, 2001 • Memc Electronic Materials Inc • Semiconductors & related devices • New York

REVOLVING CREDIT AGREEMENT dated as of November 13, 2001 (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 • November 28th, 2001 • Memc Electronic Materials Inc • Semiconductors & related devices • New York

PLEDGE AGREEMENT dated as of November 13, 2001, 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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Contract
Guarantee Agreement • November 28th, 2001 • Memc Electronic Materials Inc • Semiconductors & related devices • New York

GUARANTEE AGREEMENT dated as of November 13, 2001, 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
Indemnification & Liability • November 28th, 2001 • Memc Electronic Materials Inc • Semiconductors & related devices • New York

INDEMNITY, SUBROGATION and CONTRIBUTION AGREEMENT dated as of November 13, 2001, 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" and or a "Guarantor" and, collectively, the "Guarantors") 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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Contract
Indenture • November 28th, 2001 • Memc Electronic Materials Inc • Semiconductors & related devices • New York

INDENTURE dated as of November 13, 2001 among MEMC ELECTRONIC MATERIALS, INC., a Delaware corporation (the "Issuer"), Citibank, N.A., a national banking association, as trustee (the "Trustee") and (the "Issuer"), Citicorp USA, Inc., a Delaware corporation, as collateral agent (the "Collateral Agent").

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RESTRUCTURING AGREEMENT
Restructuring Agreement • November 28th, 2001 • Memc Electronic Materials Inc • Semiconductors & related devices • New York

THIS RESTRUCTURING AGREEMENT (the "Agreement"), dated as of November 13, 2001, by and between TPG Wafer Holdings LLC, a Delaware limited liability company (the "Investor"), and MEMC Electronic Materials, Inc., a Delaware corporation (the "Company").

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Contract
Indemnification & Liability • November 28th, 2001 • Memc Electronic Materials Inc • Semiconductors & related devices • New York

INDEMNITY, SUBROGATION and CONTRIBUTION AGREEMENT dated as of November 13, 2001, among MEMC ELECTRONIC MATERIALS, INC., a Delaware corporation (the "Issuer"), each subsidiary of the Issuer listed on Schedule I hereto (each such subsidiary individually, a "Pledgor and Guarantor" and, collectively, the "Pledgors and Guarantors") and CITICORP USA, Inc., a Delaware corporation, as collateral agent (in such capacity, the "Collateral Agent") for the Secured Parties (as defined in the Security Agreement).

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EXHIBIT G FORM OF AGREEMENT AND PLAN OF MERGER
Merger Agreement • November 28th, 2001 • Memc Electronic Materials Inc • Semiconductors & related devices • Delaware

This AGREEMENT AND PLAN OF MERGER (this "Agreement"), dated as of November 13, 2001, is made by and between TPG Wafer Holdings LLC, a Delaware limited liability company ("Holdings") and MEMC Electronic Materials, Inc., a Delaware corporation (the "Company").

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Contract
Pledge Agreement • November 28th, 2001 • Memc Electronic Materials Inc • Semiconductors & related devices • New York

PLEDGE AGREEMENT dated as of November 13, 2001, among MEMC ELECTRONIC MATERIALS, INC., a Delaware corporation (the "Issuer"), and each subsidiary of the Issuer listed on Schedule I hereto (each such subsidiary individually a "Pledgor and Guarantor" and collectively, the "Pledgors and Guarantors") and Citicorp USA, Inc., a Delaware corporation, as collateral agent (in such capacity, the "Collateral Agent") for the Secured Parties (as defined in the Security Agreement).

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Contract
Guarantee Agreement • November 28th, 2001 • Memc Electronic Materials Inc • Semiconductors & related devices • New York

GUARANTEE AGREEMENT dated as of November 13, 2001, among MEMC ELECTRONIC MATERIALS, INC., a Delaware corporation (the "Issuer"), each subsidiary of the Issuer listed on Schedule I hereto (each such subsidiary, individually, a "Pledgor and Guarantor" and, collectively, the "Pledgors and 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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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • November 28th, 2001 • Memc Electronic Materials Inc • Semiconductors & related devices • New York

REGISTRATION RIGHTS AGREEMENT ("Agreement"), dated as of November 13, 2001, by and between MEMC Electronic Materials, Inc., a Delaware corporation (the "Company"), the guarantors included on the signature lines hereto (the "Guarantors" and together with the Company, the "Company Parties") and TPG Wafer Holdings LLC, a Delaware limited liability company (together with its permitted assigns, "TPG" or the "Investor").

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MANAGEMENT ADVISORY AGREEMENT
Management Advisory Agreement • November 28th, 2001 • Memc Electronic Materials Inc • Semiconductors & related devices • New York

This MANAGEMENT ADVISORY AGREEMENT (the "Agreement") is made and entered into and effective as of November 13, 2001, between MEMC Electronic Materials, Inc., a Delaware corporation (the "Company") and TPG GenPar III, L.P., a Delaware limited partnership (together with its successors and assigns, "TPG").

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