0001181431-05-001550 Sample Contracts

AMENDMENT NO. 3 TO THE AMENDED AND RESTATED INDENTURE
Indenture • January 5th, 2005 • Memc Electronic Materials Inc • Semiconductors & related devices • New York

AMENDMENT NO. 3, dated as of December 29, 2004 (this "Amendment No. 3") 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, and as further amended by Amendment No. 2 to the Amended and Restated Indenture, dated March 3, 2003, among the parties therein (together as further amended, modified or supplemented from time to time, the "Indenture").

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