Exhibit 10-i(3)
MEMC Electronic Materials, Inc.
000 Xxxxx Xxxxx (City of X'Xxxxxx)
X.X. Xxx 0
Xx. Xxxxxx, Xxxxxxxx 00000
Phone: 000-000-0000
Fax: 000-000-0000
February 17, 2003
TPG Wafer Holdings LLC
Attn.: Xxxxxxx X. Xxxxxxxxx, Esq.
000 Xxxxxxxx Xxxxxx, Xxxxx 0000
Xxxx Xxxxx, Xxxxx 00000
Re: Amendment No. 3 to Registration Rights Agreement
Dear Xxxx:
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/ Xxxxx X. Xxxxxxxx
-------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Vice President, General Counsel and Corporate Secretary
EACH OF THE SUBSIDIARIES LISTED ON
SCHEDULE 1 HERETO, as Guarantors
By: /s/ Xxxxxxx X. Xxxxx
--------------------------
Name: Xxxxxxx X. Xxxxx, 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/ Xxxxxxx X. Xxxxxxxxx
-----------------------------
Xxxxxxx X. Xxxxxxxxx
Vice President
Schedule I
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Guarantors: MEMC Pasadena, Inc.
MEMC International, Inc.
MEMC Southwest Inc.
SiBond, L.L.C.
PlasmaSil, L.L.C.
MEMC Holdings Corporation
