AGREEMENT AND PLAN OF MERGER by and among MEMC ELECTRONIC MATERIALS, INC., OSCAR ACQUISITION SUB, INC., SOLAICX, and SHAREHOLDER REPRESENTATIVE SERVICES LLC, as the Representative Dated as of May 21, 2010Agreement and Plan of Merger • August 9th, 2010 • Memc Electronic Materials Inc • Semiconductors & related devices
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is entered into as of May 21, 2010, by and among MEMC Electronic Materials, Inc., a Delaware corporation (“Parent”), Oscar Acquisition Sub, Inc., a California corporation and direct and wholly owned subsidiary of Parent (“Acquisition Subsidiary”), Solaicx, a California corporation (the “Company”), and Shareholder Representative Services LLC, a Colorado limited liability company, solely in its capacity as the initial Representative. Parent, Acquisition Subsidiary, the Company and the Representative are referred to herein each as a “Party” and together as the “Parties.”
FRAMEWORK AGREEMENT BY AND AMONG SUN EDISON LLC, FREI SUN HOLDINGS (CAYMAN) LTD., FREI SUN HOLDINGS (US) LLC, SUNEDISON RESERVE US, L.P., AND SUNEDISON RESERVE INTERNATIONAL, L.P. Dated as of May 21, 2010Framework Agreement • August 9th, 2010 • Memc Electronic Materials Inc • Semiconductors & related devices • New York
THIS FRAMEWORK AGREEMENT (“Agreement”) is made this 21st day of May, 2010, by and among Sun Edison LLC, a Delaware limited liability company (“SunEdison”); FREI Sun Holdings (Cayman) Ltd., a Cayman Islands exempted company (“FR Holdings”); FREI Sun Holdings (US) LLC, a Delaware limited liability company (“FR Holdings US”); if applicable, any Joinder Parties (as defined below); SunEdison Reserve International, L.P., a Cayman Islands exempted limited partnership formed by SunEdison and FR Holdings (“SunEdison Reserve International”); and SunEdison Reserve US, L.P., a Delaware limited partnership formed by SunEdison and FR Holdings US (“SunEdison Reserve US”) (each a “Party” and collectively the “Parties”).
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • August 9th, 2010 • Memc Electronic Materials Inc • Semiconductors & related devices • New York
THIS FIRST AMENDMENT TO CREDIT AGREEMENT dated as of June 29, 2010 (this “Amendment”), is entered into among MEMC ELECTRONIC MATERIALS, INC., a Delaware corporation (the “Borrower”), the Lenders identified on the signature pages hereto and BANK OF AMERICA, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”).
