Exhibit 18 GUARANTY dated as of December 21, 2001 (this "Agreement" or the "GEI Guaranty") between GREEN EQUITY INVESTORS III, L.P., a Delaware limited partnership ("GEI"), GREEN EQUITY CAPITAL INVESTORS SIDE III, L.P., a Delaware limited partnership...Memc Electronic Materials Inc • January 31st, 2002 • Semiconductors & related devices • New York
1 EXHIBIT 10 - hhh CONFIDENTIAL TREATMENT REQUESTED Joint Venture Agreement THIS AGREEMENT is made this 20th day of December, 1996 BETWEEN MEMC ELECTRONIC MATERIALS INC, a company organized and incorporated under the laws of the State of Delaware,...Agreement • March 21st, 1997 • Memc Electronic Materials Inc • Semiconductors & related devices
Exhibit 10-iii MEMC ELECTRONIC MATERIALS, INC. STOCK OPTION AGREEMENT September 1, 1996 This STOCK OPTION AGREEMENT (the "Agreement") dated as of September 1, 1996, is made between MEMC Electronic Materials, Inc., a corporation organized under the...Stock Option Agreement • November 13th, 1996 • Memc Electronic Materials Inc • Semiconductors & related devices • Delaware
RecitalsLoan Agreement • October 22nd, 1998 • Memc Electronic Materials Inc • Semiconductors & related devices • New York
1 EXHIBIT 10-II(2) SECOND AMENDMENT TO REVOLVING CREDIT AGREEMENT This Second Amendment to Revolving Credit Agreement ("Second Amendment") is effective as of September 1, 1998 between MEMC ELECTRONIC MATERIALS, INC., a Delaware corporation...Revolving Credit Agreement • October 22nd, 1998 • Memc Electronic Materials Inc • Semiconductors & related devices • New York
MEMC ELECTRONIC MATERIALS, INC. (a Delaware corporation) 18,250,000 Shares of Common Stock UNDERWRITING AGREEMENT Dated: August 16, 2005Underwriting Agreement • August 23rd, 2005 • Memc Electronic Materials Inc • Semiconductors & related devices • New York
I. THE MERGERAgreement and Plan of Merger • November 23rd, 2001 • Memc Electronic Materials Inc • Semiconductors & related devices • Delaware
JOINT FILING AGREEMENTJoint Filing Agreement • January 31st, 2002 • Memc Electronic Materials Inc • Semiconductors & related devices
EXHIBIT 28 SETTLEMENT AGREEMENT Settlement Agreement dated as of the 19th day of August, 2003 (this "Agreement"), by and among E.ON AG, a German corporation, E.ON International Finance B.V., a Dutch corporation, FIDELIA Corporation, a Delaware...Settlement Agreement • September 19th, 2003 • Memc Electronic Materials Inc • Semiconductors & related devices • New York
PURCHASE AGREEMENTPurchase Agreement • March 2nd, 1999 • Memc Electronic Materials Inc • Semiconductors & related devices • New York
ARTICLE I DEFINITIONS AND ACCOUNTING TERMSCredit Agreement • March 21st, 1997 • Memc Electronic Materials Inc • Semiconductors & related devices • New York
CONSULTING AGREEMENT AS ADVISOR TO CHIEF EXECUTIVE OFFICER This Consulting Agreement ("Agreement") is made as dated below, by and between Dr. Robert M. Sandfort ("Dr. Sandfort") and MEMC Electronic Materials, Inc. ("MEMC"). Dr. Sandfort and MEMC have...Consulting Agreement • December 10th, 1998 • Memc Electronic Materials Inc • Semiconductors & related devices • Missouri
INDENTUREPledge Agreement • November 23rd, 2001 • Memc Electronic Materials Inc • Semiconductors & related devices • New York
ARTICLE I AMENDMENT; DEFINITIONS AND ACCOUNTING TERMSCredit Agreement • March 23rd, 2001 • Memc Electronic Materials Inc • Semiconductors & related devices • New York
EXHIBIT 3 ASSIGNMENT AGREEMENT ASSIGNMENT AGREEMENT (the "Agreement"), dated as of November 13, 2001, among TPG Partners III, L.P., T3 Partners, L.P. and T3 Partners II, L.P., each a Delaware limited partnership (collectively, "TPG"), TPG Wafer...Assignment Agreement • November 23rd, 2001 • Memc Electronic Materials Inc • Semiconductors & related devices • New York
AMENDED AND RESTATED CREDIT AGREEMENT Dated as of December 23, 2009, and Amended and Restated as of March 23, 2011 among MEMC ELECTRONIC MATERIALS, INC., as Borrower, BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer,...Credit Agreement • May 5th, 2011 • Memc Electronic Materials Inc • Semiconductors & related devices • New York
This AMENDED AND RESTATED CREDIT AGREEMENT (“Agreement”) is entered into as of March 23, 2011, among MEMC ELECTRONIC MATERIALS, INC., a Delaware corporation (the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, and amends and restates that certain Credit Agreement, dated as of December 23, 2009 (the “Closing Date”), as amended on June 29, 2010, September 30, 2010, February 4, 2011 and March 2, 2011, among the Borrower, Bank of America, N.A., as administrative agent, swingline lender and L/C issuer, and the lenders from time to time party thereto, (as otherwise amended or modified and in effect immediately prior to the effectiveness of the amendment and restatement thereof on the Restatement Date, the “Existing Credit Agreement”).
EXHIBIT 26 MEMC ELECTRONIC MATERIALS, INC. (a Delaware corporation) 22,000,000 Shares of Common Stock UNDERWRITING AGREEMENT Dated: May 15, 2003Underwriting Agreement • May 22nd, 2003 • Memc Electronic Materials Inc • Semiconductors & related devices • New York
EXHIBIT 32a LOCK-UP LETTER AGREEMENTLetter Agreement • February 25th, 2005 • Memc Electronic Materials Inc • Semiconductors & related devices
LEHMAN BROTHERS INC. MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED CITIGROUP GLOBAL MARKETS INC. JMP SECURITIES LLC NEEDHAM & COMPANY, INC.
SEPARATION AGREEMENT, GENERAL RELEASE AND COVENANT NOT TO SUE This Separation Agreement, General Release and Covenant Not to Sue ("Agreement") is made and entered into by and between Ralph D. Hartung (hereafter "EMPLOYEE") and MEMC Electronic...Separation Agreement • August 13th, 1998 • Memc Electronic Materials Inc • Semiconductors & related devices • Missouri
EXHIBIT 2 PURCHASE AGREEMENTPurchase Agreement • November 23rd, 2001 • Memc Electronic Materials Inc • Semiconductors & related devices • New York
EXHIBIT 57 ---------- PURCHASE AGREEMENTPurchase Agreement • October 1st, 2001 • Memc Electronic Materials Inc • Semiconductors & related devices • New York
CONFIDENTIAL TREATMENT REQUESTED FIRST AMENDMENT TO SUBLEASE AGREEMENT This FIRST AMENDMENT TO SUBLEASE AGREEMENT (the "First Amendment") is dated as of April 1, 2000, by and among TEXAS INSTRUMENTS INCORPORATED, a Delaware corporation ("Sublessor")...Sublease Agreement • August 10th, 2000 • Memc Electronic Materials Inc • Semiconductors & related devices
Exhibit 10.4 REVOLVING CREDIT AGREEMENT Dated as of February 26, 1999Revolving Credit Agreement • March 2nd, 1999 • Memc Electronic Materials Inc • Semiconductors & related devices • New York
Exhibit 22 MEMC ELECTRONIC MATERIALS, INC. Senior Subordinated Secured Notes Due 2007 AMENDED AND RESTATED INDENTURE Dated as of December 21, 2001Indenture • January 31st, 2002 • Memc Electronic Materials Inc • Semiconductors & related devices • New York
ARTICLE I AMENDMENT; DEFINITIONS AND ACCOUNTING TERMSCredit Agreement • March 23rd, 2001 • Memc Electronic Materials Inc • Semiconductors & related devices • New York
Exhibit 21 INTERCREDITOR AGREEMENT INTERCREDITOR AGREEMENT, dated as of December 21, 2001 (as amended, supplemented, amended and restated or otherwise modified from time to time, this "Agreement"), by and among (i) TPG PARTNERS III, L.P., TCW/CRESCENT...Intercreditor Agreement • January 31st, 2002 • Memc Electronic Materials Inc • Semiconductors & related devices • New York
RecitalsConfidential Treatment • August 10th, 2000 • Memc Electronic Materials Inc • Semiconductors & related devices • Texas
1 EXHIBIT 10 - mmm FOURTH SHORT-TERM LOAN AGREEMENT LOAN AGREEMENT, dated as of March 31, 1996 between Huls Corporation located at 13801 Riverport Drive, Maryland Heights, Missouri/USA, ("HC") and MEMC Electronic Materials, Inc., located at 501 Pearl...Term Loan Agreement • March 21st, 1997 • Memc Electronic Materials Inc • Semiconductors & related devices • Maryland
MEMC Electronic Materials, Inc. 501 Pearl Drive (City of O'Fallon) P.O. Box 8 St. Peters, Missouri 63376 Phone: 636-474-5000 Fax: 636-474-5158 February 17, 2003 TPG Wafer Holdings LLC Attn.: Richard A. Ekleberry, Esq. 301 Commerce Street, Suite 3300...Rights Agreement • May 2nd, 2003 • Memc Electronic Materials Inc • Semiconductors & related devices
Exhibit 19 GUARANTY dated as of December 21, 2001 (this "Agreement" or the "TCW Guaranty") between TCW/CRESCENT MEZZANINE PARTNERS III, L.P., a Delaware limited partnership ("TCW Partners"), TCW/CRESCENT MEZZANINE TRUST III, a Delaware statutory...Memc Electronic Materials Inc • January 31st, 2002 • Semiconductors & related devices • New York
EXHIBIT 10-CC(7) MEMC ELECTRONIC MATERIALS, INC. STOCK OPTION AGREEMENTMemc Electronic Materials Inc • March 29th, 2000 • Semiconductors & related devices • Delaware
RecitalsCredit Agreement • October 22nd, 1998 • Memc Electronic Materials Inc • Semiconductors & related devices
EXHIBIT 10-i(1) FIRST AMENDMENT TO REGISTRATION RIGHTS AGREEMENT THIS FIRST AMENDMENT TO REGISTRATION RIGHTS AGREEMENT is made and entered into the 19th day of March, 1999 ("Amendment"), between MEMC Electronic Materials, Inc., a Delaware corporation...Registration Rights Agreement • March 29th, 2000 • Memc Electronic Materials Inc • Semiconductors & related devices • New York
LETTER OF AGREEMENT April 1, 1993 Ralph D. Hartung PERSONAL AND CONFIDENTIAL The MEMC International Assignment Policy ('Policy'), applies to all international assignments. This letter of agreement will record our mutual understanding of the current...Letter of Agreement • March 24th, 1998 • Memc Electronic Materials Inc • Semiconductors & related devices
ARTICLE I AMENDMENT; DEFINITIONS AND ACCOUNTING TERMSCredit Agreement • March 23rd, 2001 • Memc Electronic Materials Inc • Semiconductors & related devices • New York
