0001193125-05-162760 Sample Contracts

SUBSIDIARY GUARANTY
Subsidiary Guaranty • August 9th, 2005 • Memc Electronic Materials Inc • Semiconductors & related devices • New York

SUBSIDIARY GUARANTY, dated as of July 21, 2005 (as amended, modified or supplemented from time to time, “this Guaranty”), made by (i) each of the undersigned (each, together with its successors and assigns, a “Guarantor” and collectively, the “Guarantors”), with (ii) NATIONAL CITY BANK OF THE MIDWEST, a national banking association, as Administrative Agent (herein, together with its successors and assigns in such capacity, the “Administrative Agent”), for the benefit of the Creditors (as defined below):

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REVOLVING CREDIT AGREEMENT
Revolving Credit Agreement • August 9th, 2005 • Memc Electronic Materials Inc • Semiconductors & related devices • New York
PLEDGE AGREEMENT
Pledge Agreement • August 9th, 2005 • Memc Electronic Materials Inc • Semiconductors & related devices • New York

PLEDGE AGREEMENT, dated as of July 21, 2005 (as amended, modified, or supplemented from time to time, “this Agreement”), made by (i) each of the undersigned (each, together with its successors and assigns, a “Pledgor” and collectively, the “Pledgors”), in favor of (ii) NATIONAL CITY BANK OF THE MIDWEST, a national banking association, as Collateral Agent (herein, together with its successors and assigns in such capacity, the “Collateral Agent”), for the benefit of the Secured Creditors (as defined below):

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