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EXHIBIT 10 - ggg(1)
CONFIDENTIAL TREATMENT REQUESTED
June 20, 1995
Xx. Xxxxx X. XxXxxxxxx
President & CEO
Hemlock Semiconductor Corporation
00000 Xxxxxx Xxxx
Xxxxxxx, Xxxxxxxx 00000
RE: Agreement between Hemlock Semiconductor Corporation ("HSC") and MEMC
Electronic Materials, Inc. ("MEMC") for the sale of Polycrystalline
Silicon by HSC to MEMC dated December 27, 1994 (the "Agreement")
Dear Xx. XxXxxxxxx:
This letter confirms our understanding to amend the Agreement as follows:
1. Paragraph 1.2 is amended in its entirety to read as follows:
1.2 Base Purchase Quantity for the calendar year [CONFIDENTIAL MATERIAL
HAS BEEN DELETED AND FILED SEPARATELY WITH SEC] of this Agreement is as follows:
Year Base Purchase Quantity
---- ----------------------
[CONFIDENTIAL MATERIAL HAS BEEN DELETED AND FILED SEPARATELY WITH SEC]
2. Paragraph 1.3 is amended in its entirety to read as follows:
1.3 The Base Unit Price for the Base Purchase Quantity for the calendar
years [CONFIDENTIAL MATERIAL HAS BEEN DELETED AND FILED SEPARATELY WITH SEC]
of this Agreement is as follows:
Year Base Unit Price Ceiling Price*
---- --------------- --------------
[CONFIDENTIAL MATERIAL HAS BEEN DELETED AND FILED SEPARATELY WITH SEC]
*[CONFIDENTIAL MATERIAL HAS BEEN DELETED AND FILED SEPARATELY WITH SEC]
3. Paragraph 1.5 is amended in its entirety to read as follows:
1.5 "Specified Period" means the period from [CONFIDENTIAL MATERIAL HAS
BEEN DELETED AND FILED SEPARATELY WITH SEC] through and including [CONFIDENTIAL
MATERIAL HAS BEEN DELETED AND FILED SEPARATELY WITH SEC].
4. Paragraph 1.8 is amended in its entirety as follows:
1.8 Minimum Purchase Quantity for the calendar years [CONFIDENTIAL
MATERIAL HAS BEEN DELETED AND FILED SEPARATELY WITH SEC] of this Agreement is
as follows:
Year Base Purchase Quantity
---- ----------------------
[CONFIDENTIAL MATERIAL HAS BEEN DELETED AND FILED SEPARATELY WITH SEC]
5. Paragraph 3 is amended in its entirety to read as follows:
3. TERM: [CONFIDENTIAL MATERIAL HAS BEEN DELETED AND FILED SEPARATELY
WITH SEC]. This Agreement supersedes the former supply agreement dated
November 18, 1991.
6. Paragraph 5.2 is amended in its entirety to read as follows:
5.2 Supplier shall offer for sale to Customer [CONFIDENTIAL MATERIAL HAS
BEEN DELETED AND FILED SEPARATELY WITH SEC] of the Contract Purchase Quantity
if available but not less than [CONFIDENTIAL MATERIAL HAS BEEN DELETED AND
FILED SEPARATELY WITH SEC] of the Contract Purchase Quantity and Customer
shall be obligated to purchase the Minimum Purchase Quantity for the year.
Furthermore, in each calendar quarter, Customer must purchase at least
[CONFIDENTIAL MATERIAL HAS BEEN DELETED AND FILED SEPARATELY WITH SEC] of the
Contract Purchase Quantity and no more than [CONFIDENTIAL MATERIAL HAS
BEEN DELETED AND FILED SEPARATELY WITH SEC] of the Contract Purchase Quantity.
In any given year, upon Supplier's request, Customer will release Supplier
from its obligation to offer to sell the material to the extent that Customer
does not intend to purchase; and upon Customer's request, Supplier will release
Customer from its obligation to purchase to the extent that there are other
purchasers for the Material.
Other than as expressly set forth above, the Agreement shall remain in full
force and effect.
If the foregoing is acceptable to you, please indicate your agreement on behalf
of HSC by signing in the space provided below and returning one fully executed
copy to me.
Sincerely yours,
MEMC Electronic Materials, Inc.
By: /s/ Xxxxxx X. Xxxxxxxx
Title: President and Chief
Operating Officer
AGREED AND ACCEPTED TO:
Hemlock Semiconductor Corporation
By: /s/ Xxxxx X. XxXxxxxxx
Title: President
