Amendment No. 3 to Registration Rights Agreement between MEMC Electronic Materials, Inc. and TPG Wafer Holdings LLC (February 17, 2003)

Summary

This amendment updates the Registration Rights Agreement originally signed on November 13, 2001, between MEMC Electronic Materials, Inc. (and its subsidiaries as guarantors) and TPG Wafer Holdings LLC. The amendment changes the deadlines for filing and effectiveness of a registration statement, setting the new Filing Date as August 31, 2003, and the new Effectiveness Date as October 31, 2003. All other terms of the original agreement remain unchanged. The amendment is effective as of February 17, 2003.

EX-10.I3 3 dex10i3.txt AMENDMENT #3 TO REGISTRATION RIGHTS AGREEMENT DATED 2/17/2003 Exhibit 10-i(3) MEMC Electronic Materials, Inc. 501 Pearl Drive (City of O'Fallon) P.O. Box 8 St. Peters, Missouri 63376 Phone: 636 ###-###-#### Fax: 636 ###-###-#### February 17, 2003 TPG Wafer Holdings LLC Attn.: Richard A. Ekleberry, Esq. 301 Commerce Street, Suite 3300 Fort Worth, Texas 76102 Re: Amendment No. 3 to Registration Rights Agreement Dear Rick: Reference is made to the Registration Rights 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 thereto (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"), as amended by letter agreements among the parties dated July 15, 2002 and November 14, 2002 (as amended, the "Agreement"). The Company Parties and TPG agree that, effective as of the date hereof, the definitions of "Effectiveness Date" and "Filing Date" as set forth Section 1.2 of the Agreement shall be deleted in their entirety and the following shall substituted in lieu thereof: "Effectiveness Date" means October 31, 2003. "Filing Date" means August 31, 2003. Except as otherwise provided herein, all other terms and conditions of the Agreement shall remain in full force and effect. This letter agreement may be executed in counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument. Very truly yours, MEMC ELECTRONIC MATERIALS, INC. By: /s/ David L. Fleisher - ------------------------- Name: David L. Fleisher Title: Vice President, General Counsel and Corporate Secretary EACH OF THE SUBSIDIARIES LISTED ON SCHEDULE 1 HERETO, as Guarantors By: /s/ Kenneth L. Young - -------------------------- Name: Kenneth L. Young, in his capacity as Treasurer for each of the Subsidiaries listed on Schedule I hereto ACCEPTED AND AGREED: TPG WAFER HOLDINGS LLC By: TPG Wafer Partners LLC, its Managing Member By: TPG Partners III, L.P., its Managing Member By: TPG GenPar III, L.P., its general partner By: TPG Advisors III, Inc. its general partner By: /s/ Richard A. Ekleberry - ----------------------------- Richard A. Ekleberry Vice President Schedule I - ---------- Guarantors: MEMC Pasadena, Inc. MEMC International, Inc. MEMC Southwest Inc. SiBond, L.L.C. PlasmaSil, L.L.C. MEMC Holdings Corporation