Exhibit 10.32


 


SUPPLEMENT NO. 1 (this “Supplement”)
dated as of November [•], 2009 to the First Lien Guarantee and
Collateral Agreement dated as of June 15, 2007 (the “Guarantee and Collateral Agreement”), among SPECIALIZED TECHNOLOGY
RESOURCES, INC. (successor by merger to STR Acquisition, Inc.), a Delaware
corporation (the “Borrower”), STR HOLDINGS LLC,
a Delaware limited liability company (“Existing
Holdings”), each Subsidiary of the Borrower
from time to time party thereto (each such Subsidiary individually a “Subsidiary Guarantor”
and collectively, the “Subsidiary Guarantors”; the Subsidiary Guarantors, the
Borrower and Holdings are referred to collectively herein as the “Grantors”) and CREDIT SUISSE (together with
its affiliates, “Credit
Suisse”), as collateral
agent (in such capacity, the “Collateral
Agent”) for the
Secured Parties (as defined therein).


 


A. 
Reference is made to the First Lien Credit Agreement dated as of June 15,
2007 as amended on October 5, 2009, (and amended, supplemented or otherwise
modified from time to time, the “Credit
Agreement”),
among the Borrower, Existing Holdings, the lenders from time to time party
thereto (the “Lenders”) and Credit Suisse, as
administrative agent for the Lenders and as Collateral Agent.


 


B. 
Capitalized terms used herein and not otherwise defined herein shall
have the meanings assigned to such terms in the Credit Agreement or the
Guarantee and Collateral Agreement referred to therein, as applicable.


 


C.  The
Grantors have entered into the Guarantee and Collateral Agreement in order to
induce the Lenders to make Loans and the Issuing Banks to issue Letters of
Credit.  The undersigned STR Holdings
(New) LLC, a Delaware limited liability company (“New
LLC” and, together with STR Holdings, Inc., a Delaware corporation,
the corporate successor of New LLC by way of a conversion to be consummated on
or around the date hereof, “New
Holdings”) is executing this Supplement to confirm
that it is becoming a Guarantor and a Grantor under the Guarantee and
Collateral Agreement as successor in interest to Existing Holdings.


 


D. 
Existing Holdings and New Holdings have executed and delivered to the
Collateral Agent the Assignment and Assumption Agreement dated as of November [•],
2009 (the “Assignment and Assumption
Agreement”), attached hereto as Exhibit A, pursuant
to which Existing Holdings assigned to New Holdings and New Holdings assumed
from Existing Holdings any and all Obligations of Existing Holdings arising
under the Loan Documents.


 


Accordingly, the Collateral Agent and New Holdings
agree as follows:


 


SECTION 1.  New Holdings as successor in interest to
Existing Holdings is, and by its signature below confirms that it is and shall
continue to be, a Grantor and Guarantor under the Guarantee and Collateral
Agreement with the same force and effect


 

















 


as if originally named therein
as a Grantor and Guarantor and New Holdings hereby (a) agrees to all the
terms and provisions of the Guarantee and Collateral Agreement applicable to it
as a Grantor and Guarantor thereunder, (b) represents and warrants that
the representations and warranties made by it as a Grantor and Guarantor
thereunder are true and correct on and as of the date hereof, and (c) represents
and warrants that attached hereto as Exhibit A is a true and
complete copy of the Assignment and Assumption Agreement, currently in full
force and effect, which continues to be legally valid, binding and enforceable
against any and all parties thereto in accordance with its terms, and as of the
date hereof, has not been altered, amended, supplemented or revised in any
manner.  In furtherance of the foregoing,
New Holdings, as security for the payment and performance in full of the
Obligations (as defined in the Guarantee and Collateral Agreement), does hereby
create and grant to the Collateral Agent, its successors and assigns, for the
ratable benefit of the Secured Parties, their successors and assigns, a
security interest in and lien on all of New Holdings’s right, title and
interest in and to the Collateral (as defined in the Guarantee and Collateral
Agreement) of New Holdings.  Each
reference to a “Grantor” or “Guarantor”
in the Guarantee and Collateral Agreement shall be deemed to include New
Holdings.  The Guarantee and Collateral
Agreement is hereby incorporated herein by reference.


 


SECTION 2.  New Holdings represents and warrants to the
Collateral Agent and the other Secured Parties that this Supplement has been
duly authorized, executed and delivered by it and constitutes its legal, valid
and binding obligation, enforceable against it in accordance with its terms.


 


SECTION 3.  This Supplement may be executed in
counterparts (and by different parties hereto on different counterparts), each
of which shall constitute an original, but all of which when taken together
shall constitute a single contract. This Supplement shall become effective when
the Collateral Agent shall have received counterparts of this Supplement that,
when taken together, bear the signatures of New Holdings and the Collateral
Agent.  Delivery of an executed signature
page to this Supplement by facsimile transmission shall be as effective as
delivery of a manually signed counterpart of this Supplement.


 


SECTION 4.  New Holdings hereby represents and warrants
that (a) set forth on Schedule I
attached hereto is a true and correct schedule of (i) any and all Equity
Interests and Pledged Debt Securities now owned by New Holdings and (ii) any
and all Intellectual Property now owned by New Holdings and (b) set forth
under its signature hereto, is the true and correct legal name of New Holdings
and its jurisdiction of organization.


 


SECTION 5.  New Holdings shall be deemed to be a
successor in interest to Existing Holdings and all references in the Guarantee
and Collateral Agreement to “Holdings” shall be deemed to be references to New Holdings
and Existing Holdings.


 


SECTION 6.  Except as expressly supplemented hereby, the
Guarantee and Collateral Agreement shall remain in full force and effect.


 


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SECTION 7.  THIS SUPPLEMENT
SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE
OF NEW YORK.


 


SECTION 8.  In case any one or more of the provisions
contained in this Supplement should be held invalid, illegal or unenforceable
in any respect, the validity, legality and enforceability of the remaining
provisions contained herein and in the Guarantee and Collateral Agreement shall
not in any way be affected or impaired thereby (it being understood that the
invalidity of a particular provision in a particular jurisdiction shall not in
and of itself affect the validity of such provision in any other jurisdiction).
The parties hereto shall endeavor in good-faith negotiations to replace the
invalid, illegal or unenforceable provisions with valid provisions the economic
effect of which comes as close as possible to that of the invalid, illegal or
unenforceable provisions.


 


SECTION 9.  All communications and notices hereunder
shall (except as otherwise expressly permitted by the Guarantee and Collateral
Agreement) be in writing and given as provided in Section 9.01 of the
Credit Agreement. All communications and notices hereunder to New Holdings
shall be given to it in care of the Borrower as provided in Section 9.01
of the Credit Agreement.


 


SECTION 10.  New Holdings agrees to reimburse the
Collateral Agent for its out-of-pocket expenses in connection with this
Supplement, including the fees, other charges and disbursements of counsel for
the Collateral Agent.


 


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IN WITNESS WHEREOF, New Holdings and the
Collateral Agent have duly executed this Supplement to the Guarantee and
Collateral Agreement as of the day and year first above written.


 


 


	
   

  	
  STR
  HOLDINGS (NEW) LLC,

  
	
   

  	
   

  
	
   

  	
  by

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
  Address:

  
	
   

  	
   

  	
  Legal
  Name:

  
	
   

  	
   

  	
  Jurisdiction
  of Formation:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  CREDIT
  SUISSE, CAYMAN ISLANDS BRANCH, as Collateral Agent,

  
	
   

  	
   

  	
   

  
	
   

  	
  by

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
  by

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


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Collateral of New Holdings


 


EQUITY INTERESTS


 


	
  Issuer

  	
   

  	
  Number of

  Certificate

  	
   

  	
  Registered

  Owner

  	
   

  	
  Number and

  Class of

  Equity Interest

  	
   

  	
  Percentage

  of Equity

  Interests

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


PLEDGED DEBT SECURITIES


 


	
  Issuer

  	
   

  	
  Principal

  Amount

  	
   

  	
  Date of Note

  	
   

  	
  Maturity Date

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


INTELLECTUAL PROPERTY