Amendment No. 2 to Registration Rights Agreement between MEMC Electronic Materials, Inc. and TPG Wafer Holdings LLC
This amendment updates the Registration Rights Agreement originally signed between MEMC Electronic Materials, Inc., its subsidiaries (as guarantors), and TPG Wafer Holdings LLC. The amendment changes the deadlines for filing and effectiveness of registration statements to February 28, 2003, and April 30, 2003, respectively. All other terms of the original agreement remain unchanged. The amendment is effective as of November 14, 2002, and is agreed to by all parties involved.
Exhibit 10-i(2)
November 14, 2002
TPG Wafer Holdings LLC
Attn.: Richard A. Ekleberry, Esq.
301 Commerce Street, Suite 3300
Fort Worth, Texas 76102
Re: Amendment No. 2 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 the letter agreement among the parties dated July 15, 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 April 30, 2003.
“Filing Date” means February 28, 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/ James M. Stolze | |
| James M. Stolze Executive Vice President and Chief Financial Officer | ||
TPG Wafer Holdings LLC
Attn.: Richard A. Ekleberry, Esq.
November 14, 2002
Page 2
| EACH OF THE SUBSIDIARIES LISTED ON SCHEDULE 1 HERETO, as Guarantors
| ||
| By: | /s/ Kenneth L. Young | |
| 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 | |
