ContractSecurity Agreement • January 14th, 2002 • Memc Electronic Materials Inc • Semiconductors & related devices • New York
SECURITY AGREEMENT dated as of December 21, 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).
ContractRevolving Credit Agreement • January 14th, 2002 • Memc Electronic Materials Inc • Semiconductors & related devices • New York
REVOLVING CREDIT AGREEMENT dated as of December 21, 2001 (this "Agreement"), among MEMC ELECTRONIC MATERIALS, INC., the LENDERS party hereto, and CITICORP USA, INC., as administrative agent and collateral agent hereunder.
ContractGuarantee Agreement • January 14th, 2002 • Memc Electronic Materials Inc • Semiconductors & related devices • New York
GUARANTEE AGREEMENT dated as of December 21, 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).
ContractIndemnity, Subrogation and Contribution Agreement • January 14th, 2002 • Memc Electronic Materials Inc • Semiconductors & related devices • New York
INDEMNITY, SUBROGATION and CONTRIBUTION AGREEMENT dated as of December 21, 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).
ContractIndenture • January 14th, 2002 • Memc Electronic Materials Inc • Semiconductors & related devices • New York
AMENDED AND RESTATED INDENTURE dated as of December 21, 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").
AMENDED AND RESTATED INDEMNITY, SUBROGATION AND CONTRIBUTION AGREEMENTIndemnity, Subrogation and Contribution Agreement • January 14th, 2002 • Memc Electronic Materials Inc • Semiconductors & related devices • New York
THIS AMENDED AND RESTATED INDEMNITY, SUBROGATION and CONTRIBUTION AGREEMENT (this "Agreement"), dated as of December 21, 2001, is made 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 Amended and Restated Security Agreement). Unless the context otherwise requires, all capitalized terms used but not defined herein shall have the meanings set forth in the Reimbursement Agreement.
AMENDED AND RESTATED GUARANTEE AGREEMENTAmended and Restated Guarantee Agreement • January 14th, 2002 • Memc Electronic Materials Inc • Semiconductors & related devices • New York
THIS AMENDED AND RESTATED GUARANTEE AGREEMENT (this "Agreement"), dated as of December 21, 2001, is made 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 Amended and Restated Security Agreement). Unless the context otherwise requires, all capitalized terms used but not defined herein shall have the meanings set forth in the Reimbursement Agreement.
REIMBURSEMENT AGREEMENTReimbursement Agreement • January 14th, 2002 • Memc Electronic Materials Inc • Semiconductors & related devices • New York
The representations made by the Borrower pursuant to the Security Documents are hereby incorporated by reference herein, and the Borrower shall be deemed to have made such representations hereby to the Fund Guarantors as of the date of such agreements. The Borrower hereby represents and warrants to the Fund Guarantors on the date hereof as follows:
TERMINATION AND FUNDING AGREEMENTTermination and Funding Agreement • January 14th, 2002 • Memc Electronic Materials Inc • Semiconductors & related devices • New York
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 PARALLEL II, L.P., TCW/CRESCENT MEZZANINE PARTNERS III, L.P ("TCW") AND TCW/CRESCENT MEZZANINE TRUST III ("TCW Trust"), GREEN EQUITY INVESTORS III, L.P. ("GEI"), GREEN EQUITY INVESTORS SIDE III, L.P. ("GEI Side" and collectively, the "Lenders"), and CITICORP USA, INC.
AMENDED AND RESTATED PLEDGE AGREEMENTPledge Agreement • January 14th, 2002 • Memc Electronic Materials Inc • Semiconductors & related devices • New York
THIS AMENDED AND RESTATED PLEDGE AGREEMENT, dated as of December 21, 2001, is made 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 Amended and Restated Security Agreement). Unless the context otherwise requires, all capitalized terms used but not defined herein shall have the meanings set forth in the Reimbursement Agreement.
AMENDED AND RESTATED SECURITY AGREEMENTAmended and Restated Security Agreement • January 14th, 2002 • Memc Electronic Materials Inc • Semiconductors & related devices • New York
THIS AMENDED AND RESTATED SECURITY AGREEMENT (this "Agreement"), dated as of December 21, 2001, is made among MEMC ELECTRONIC MATERIALS, INC., a Delaware corporation (the "Borrower"), each subsidiary of the Borrower listed on Schedule I hereto (each such subsidiary individually a "Subsidiary" or "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). Unless the context otherwise requires, all capitalized terms used but not defined herein shall have the meanings set forth in the Reimbursement Agreement.
