Amendment No. 1 to Revolving Credit Agreement




 Exhibit 10.42 
 Execution Version 
 MEMC
ELECTRONIC MATERIALS, INC. 
 as the Borrower 
 THE LENDING INSTITUTIONS NAMED HEREIN 
 as Lenders

 and 
 NATIONAL
CITY BANK, 
 as a Lender, the Swing Line Lender, the Issuing Bank, 
 the Administrative Agent and the Collateral Agent 
  

 AMENDMENT NO. 1 

dated as of 
 December 20,
2006, 
 to 
 REVOLVING CREDIT AGREEMENT 
 dated as of 
 July 21, 2005 
  

  








 AMENDMENT NO. 1 
 THIS AMENDMENT NO. 1 (this “Amendment”) is entered into as of December 20, 2006 (the “Amendment Closing Date”), among the following: 
 (i) MEMC ELECTRONIC MATERIALS, INC., a Delaware corporation (herein, together with its successors and assigns, the
“Borrower”); 
 (ii) the lending institutions signatory hereto (herein, together with their
successors and assigns, each a “Lender” and collectively, the “Lenders”); and 
 (iii) NATIONAL CITY BANK, a national banking association (successor to National City Bank of the Midwest), as a Lender, the Swing Line Lender, the Issuing Bank, and as the administrative agent (the “Administrative
Agent”), the collateral agent (the “Collateral Agent”). 
 PRELIMINARY STATEMENTS: 
 A. The Borrower, the Lenders and the Administrative Agent entered into the Revolving Credit Agreement, dated as of July 21, 2005 (the
“Credit Agreement”). All capitalized terms used in this Amendment but not otherwise defined shall have the meanings given to such terms in the Credit Agreement. 
 B. In connection with the Credit Agreement, the Borrower, the Subsidiary Guarantors and the Collateral Agent executed the Pledge Agreement, dated as of
July 21, 2005 (the “Pledge Agreement”). 
 C. The parties hereto desire to amend certain provisions of the Credit
Agreement and terminate the Pledge Agreement, as more fully set forth below. 
 NOW, THEREFORE, for good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows: 
 SECTION 1. AMENDMENTS & TERMINATION.
Effective on and as of the Amendment Effective Date (as defined in Section 2 of this Amendment): 
 1.1 AMENDMENT TO SCHEDULE 1.
Schedule 1 to the Credit Agreement shall be amended and restated as set forth at Exhibit A to this Amendment. 
 1.2 AMENDMENT OF SECTION
1.1. The definition of “Additional Security Document” is hereby deleted from Section 1.1 of the Credit Agreement. 
 1.3 AMENDMENT OF SECTION 2.7(F). Section 2.7(f) of the Credit Agreement is hereby amended and restated as follows: 
 (f)
Interest Rate Margins. As used herein the terms “Applicable Prime Rate Margin”, “Applicable Eurocurrency Margin” and “Applicable Commitment Fee Rate” shall mean the
particular rate per annum determined by the Administrative Agent in accordance with the Pricing Grid Table which appears below, based on the Borrower’s ratio of Consolidated Total Funded Debt as of the end of each fiscal quarter to Consolidated
EBITDA for the Testing Period most recently ended and the following provisions: 
 (A) On the Amendment Effective Date, until changed
hereunder in accordance with the following provisions, the Applicable Prime Rate Margin for Revolving Loans and Swing Line Loans will be 0.00 basis points per annum, the Applicable Eurocurrency Margin for Revolving Loans will be 34.00 basis points
per annum, and the Applicable Commitment Fee Rate shall be 8.00 basis points per annum. 







 (B) Commencing with the fiscal quarter of the Borrower ended on or nearest to
December 31, 2006, and continuing with each fiscal quarter thereafter, the Administrative Agent will determine the Applicable Prime Rate Margin or Applicable Eurocurrency Margin for any Revolving Loan or Swing Line Loan and the Applicable
Commitment Fee Rate in accordance with the Pricing Grid Table, based on the Borrower’s ratio of (x) Consolidated Total Funded Debt as of the end of the fiscal quarter, to (y) Consolidated EBITDA for the Testing Period ended on the
last day of the fiscal quarter, as identified in such Pricing Grid Table. Changes in the Applicable Prime Rate Margin, Applicable Eurocurrency Margin or Applicable Commitment Fee Rate based upon changes in such ratio shall become effective on the
first day of the month following the receipt by the Administrative Agent pursuant to section 8.1(a) or (b) of the financial statements of the Borrower, accompanied by the certificate and calculations referred to in section 8.1(c), demonstrating
the computation of such ratio, based upon the ratio in effect at the end of the applicable period covered (in whole or in part) by such financial statements. 
 (C) Notwithstanding the above provisions, during any period when (1) the Borrower has failed to timely deliver its consolidated
financial statements referred to in section 8.1(a) or (b), accompanied by the certificate and calculations referred to in section 8.1(c) or (2) an Event of Default has occurred and is continuing, the Applicable Prime Rate Margin and the
Applicable Eurocurrency Margin for Revolving Loans and Swing Line Loans and the Applicable Commitment Fee Rate shall be the highest rate per annum indicated therefor in the Pricing Grid Table, regardless of the Borrower’s ratio of Consolidated
Total Debt to Consolidated EBITDA at such time. 
 (D) Any changes in the Applicable Prime Rate Margin or Applicable
Eurocurrency Margin for Revolving Loans or Swing Line Loans and the Applicable Commitment Fee Rate shall be determined by the Administrative Agent in accordance with the above provisions and the Administrative Agent will promptly provide notice of
such determinations to the Borrower and the Lenders. Any such determination by the Administrative Agent pursuant to this section 2.7(f) shall be conclusive and binding absent manifest error. 
 PRICING GRID TABLE 
 (Expressed in Basis Points) 
  

							
	 Ratio of
 Consolidated Total
 Funded Debt
 To
 Consolidated
EBITDA
	 	 Applicable Prime Rate Margin
	 	 Applicable
 Eurocurrency Margin
	 	 Applicable
 Commitment Fee Rate

	Greater than or equal to 2.00 to
1.00	 	0.0	 	47.5	 	15.0
	Greater than or equal to 1.50 to
1.00 but less than 2.00 to 1.00	 	0.0	 	37.5	 	12.5
	Greater than or equal to 1.00 to
1.00 and less than 1.50 to 1.00	 	0.0	 	35.0	 	10.0
	Less than 1.00 to 1.00	 	0.0	 	34.0	 	8.0

  

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 1.4 AMENDMENT OF SECTION 4.1. Section 4.1(a) of the Credit Agreement shall be amended and restated
as follows: 
 4.1(a) Commitment Fees. The Borrower agrees to pay to the Administrative Agent fees (“Commitment
Fees”) for the account of each Non-Defaulting Lender for the period from and including the Amendment Effective Date to, but not including, the Maturity Date or, if earlier, the date upon which the Total Revolving Commitment has been
terminated, computed for each day at a rate per annum equal to the Applicable Commitment Fee Rate for such day on the amount of such Lender’s Revolving Commitment for such day. Commitment Fees shall be due and payable in arrears on
April 1, July 1, October 1 and January 1 and on the Maturity Date or, if earlier, the date upon which the Total Revolving Commitment has been terminated. 
 1.5 AMENDMENT TO SCHEDULE 7.2. Schedule 7.2 to the Credit Agreement shall be amended and restated as set forth at Exhibit B to this Amendment.

 1.6 AMENDMENT OF SECTION 8.12. Section 8.12 of the Credit Agreement shall be deleted in its entirety and replaced with the
following: 
 8.12 [Reserved]. 
 1.7 AMENDMENT OF SECTION 9.2. The last paragraph of Section 9.2 of the Credit Agreement shall be amended and restated as follows: 
 With respect to any Subsidiary which is a party to the Subsidiary Guaranty, such Subsidiary shall be released from the Subsidiary Guaranty if all of such Subsidiary’s capital stock (or other equity interests) are disposed of in
accordance with this Section 9.2; and the Administrative Agent and the Collateral Agent shall be authorized to take actions deemed appropriate by them in order to effectuate the foregoing. 
 1.8 AMENDMENT OF SECTION 9.4. Section 9.4 of the Credit Agreement shall be amended by adding an additional subclause (j) as follows:

 (j) Existing Letter of Credit: the letter of credit in the face amount of $2,550,000 issued by U.S. Bank, National Association for
the benefit of the Missouri Department of Natural Resources having a letter of credit number of SLCL120281 and an annual expiration date of June 9th with automatic annual extensions. 
  

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 1.9 TERMINATION OF PLEDGE AGREEMENT. Notwithstanding Sections 7.19 and 10.1(f) of the Credit Agreement,
the Pledge Agreement shall be terminated and shall be of no further force and effect and all Pledged Stock and Pledged Equity Interests (each as defined in the Pledge Agreement) shall be promptly returned to the Borrower by the Collateral Agent. The
termination of the Pledge Agreement pursuant to this Amendment shall not constitute a breach of the representation set forth in Section 7.19 of the Credit Agreement now or subsequent to the date hereof, and such termination shall not constitute
a Default or an Event of Default pursuant to Section 10.1(f) of the Credit Agreement. 
 1.10 EXISTING LETTER OF CREDIT. Notwithstanding
Section 3.1(d) of the Credit Agreement, the Existing Letter of Credit did not become a Letter of Credit under the Credit Agreement. The parties hereto acknowledge the terms of the Credit Agreement do not apply to the Existing Letter of Credit.

 SECTION 2. REPRESENTATIONS AND WARRANTIES. The Borrower represents and warrants as follows: 
 2.1 AUTHORITY. This Amendment has been duly authorized by all necessary corporate action on the part of the Borrower, has been duly executed and delivered
by a duly authorized officer of the Borrower and constitutes the valid and binding agreement of the Borrower enforceable in accordance with its terms, except to the extent that the enforceability thereof may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium or other similar laws generally affecting creditors’ rights and by equitable principles (regardless of whether enforcement is sought in equity or at law). 
 2.2 REPRESENTATIONS AND WARRANTIES. The representations and warranties of the Borrower contained in the Credit Agreement or in the other Credit Documents
are true and correct in all material respects on and as of the date hereof as though made on and as of the date hereof, except to the extent that such representations and warranties expressly relate to a specified date, in which case such
representations and warranties are hereby reaffirmed as true and correct when made. 
 2.3 NO CLAIMS. No Credit Party has any claim or offset
against, or defense or counterclaim to, the Borrower’s obligations or liabilities under the Credit Agreement or other Credit Documents. 
 2.4 NO EVENT OF DEFAULT. No Default or Event of Default has occurred or exists. 
 SECTION 3. CONDITIONS PRECEDENT. 
 This Amendment shall become effective on the date (the “Amendment Effective Date”) the following conditions shall have been
satisfied: 
 3.1 EXECUTION AND DELIVERY. This Amendment shall have been executed by the Borrower, the Administrative Agent and each Lender
and counterparts hereof as so executed shall have been delivered to the Administrative Agent. The Guarantor Acknowledgement attached hereto shall have been executed by the Subsidiary Guarantors and counterparts hereof as so executed shall have been
delivered to the Administrative Agent; and 
 3.2 PROCEEDINGS AND DOCUMENTS. All corporate and other proceedings and all documents incidental
to the transactions contemplated hereby shall be satisfactory in form and substance 

  

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satisfactory to the Administrative Agent, and the Administrative Agent and its special counsel and the Lenders shall have received all such counterpart
originals or certified or other copies of such documents as the Administrative Agent or its special counsel or any Lender may reasonably request; 
 and
thereafter this Amendment shall be binding upon and inure to the benefit of the Borrower, the Administrative Agent for the benefit of the Lenders, and the Lenders and their respective successors and assigns. 
 SECTION 4. MISCELLANEOUS. 
 4.1
RATIFICATIONS; FULL FORCE AND EFFECT. The terms and provisions set forth in this Amendment shall modify and supersede all inconsistent terms and provisions set forth in the Credit Agreement, and except as specifically modified or amended by the
terms of this Amendment, the Credit Agreement and the other Credit Documents and all provisions contained therein are, and will continue to be, in full force and effect and are hereby ratified and confirmed. 
 4.2 SUCCESSORS AND ASSIGNS. This Amendment shall be binding upon and inure to the benefit of the Borrower, the Lenders and the Administrative Agent and
their respective permitted successors and assigns. 
 4.3 SURVIVAL OF REPRESENTATIONS AND WARRANTIES. All representations and warranties made
in this Amendment shall survive the execution and delivery of this Amendment, and no investigation by the Administrative Agent or any Lender shall affect the representations and warranties or the right of the Administrative Agent or any Lender to
rely upon them. 
 4.4 REFERENCE TO CREDIT AGREEMENT. The Credit Agreement and any and all other agreements, instruments or documents now or
hereafter executed and delivered pursuant to the terms of the Credit Agreement as amended hereby, are hereby amended so that any reference therein to the Credit Agreement shall mean a reference to the Credit Agreement as amended hereby. 

4.5 EXPENSES. The Borrower agrees to pay on demand all costs and expenses incurred by the Administrative Agent and Lenders in connection with the
preparation, negotiation and execution of this Amendment, including without limitation, the reasonable costs and fees of the Administrative Agent’s special legal counsel, regardless of whether this Amendment becomes effective in accordance with
the terms hereof, and all costs and expenses incurred by the Administrative Agent or any Lender in connection with the enforcement or preservation of rights under the Credit Agreement, as amended hereby. 
 4.6 SEVERABILITY. Any term or provision of this Amendment held by a court of competent jurisdiction to be invalid or unenforceable shall not impair or
invalidate the remainder of this Amendment, and the effect thereof shall be confined to the term or provision so held to be invalid or unenforceable. 
 4.7 APPLICABLE LAW. This Amendment shall be governed by and construed in accordance with the laws of the State of New York. 
 4.8 HEADINGS. The headings, captions and arrangements used in this Amendment are for convenience only and shall not affect the interpretation of this Amendment. 
 4.9 ENTIRE AGREEMENT. This Amendment is specifically limited to the matters expressly set forth herein. This Amendment and all other instruments,
agreements and documents 

  

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executed and delivered in connection with this Amendment embody the final, entire agreement among the parties hereto with respect to the subject matter
hereof and supersede any and all prior commitments, agreements, representations and understandings, whether written or oral, relating to the matters covered by this Amendment, and may not be contradicted or varied by evidence of prior,
contemporaneous or subsequent oral agreements or discussions of the parties hereto. There are no oral agreements among the parties hereto relating to the subject matter hereof or any other subject matter relating to the Credit Agreement. 

4.10 COUNTERPARTS. This Amendment may be executed in any number of counterparts, each of which shall be deemed an original and all of which taken
together shall be deemed to be one and the same instrument. 
 4.11 SECURITY. The parties hereto acknowledge that pursuant to the terms of
this Amendment, the Commitments extended under the Credit Agreement are unsecured. 
 [Signature pages follow.] 
  

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 IN WITNESS WHEREOF, this Amendment has been duly executed and delivered as of the date first above
written. 
  

			
	 MEMC ELECTRONIC MATERIALS, INC.

		
	 By:
	 	 /s/ Kenneth H. Hannah

	 Name:
	 	Kenneth H. Hannah
	 Title:
	 	Senior Vice President & Chief Financial Officer
	
	 NATIONAL CITY BANK,

	 Individually as a Lender and in its
 Capacity as the Administrative Agent

		
	 By:
	 	 /s/ Eric Hartman

	 Name:
	 	Eric Hartman
	 Title:
	 	Senior Vice President


  
 SIGNATURE PAGE

 TO AMENDMENT NO. 1 
 FOR MEMC ELECTRONIC MATERIALS, INC. 








			
	U.S. BANK NATIONAL ASSOCIATION,
	 as a Lender

		
	By:	 	 /s/ Timothy M. Hill

	Name:	 	Timothy M. Hill
	Title:	 	Assistant Relationship Manager


 SIGNATURE PAGE 
 TO AMENDMENT NO. 1 
 FOR MEMC ELECTRONIC MATERIALS, INC. 








			
	LASALLE BANK NATIONAL
	ASSOCIATION, as a Lender
		
	By:	 	 /s/ David B. Vande Ven

	Name:	 	David B. Vande Ven
	Title:	 	Vice President


 SIGNATURE PAGE 
 TO AMENDMENT NO. 1 
 FOR MEMC ELECTRONIC MATERIALS, INC. 








			
	PNC BANK, NATIONAL ASSOCIATION, as
	a Lender
		
	By:	 	 /s/ Louis K. McLinden

	Name:	 	Louis K. McLinden
	Title:	 	Vice President


 SIGNATURE PAGE 
 TO AMENDMENT NO. 1 
 FOR MEMC ELECTRONIC MATERIALS, INC. 








			
	REGIONS BANK, as a Lender
		
	By:	 	 /s/ Daniel R. Kraus

	Name:	 	Daniel R. Kraus
	Title:	 	Vice President


 SIGNATURE PAGE 
 TO AMENDMENT NO. 1 
 FOR MEMC ELECTRONIC MATERIALS, INC. 








			
	FIFTH THIRD BANK (SOUTHERN
	INDIANA), as a Lender
		
	By:	 	 /s/ Robert M. Sander

	Name:	 	Robert M. Sander
	Title:	 	Vice President


 SIGNATURE PAGE 
 TO AMENDMENT NO. 1 
 FOR MEMC ELECTRONIC MATERIALS, INC. 







 Exhibit A 
 SCHEDULE 1 
 INFORMATION AS TO LENDERS AND COMMITMENTS 
  

			
	 Name of Lender
	  	Revolving Commitment
	 National City Bank
	  	$40,000,000  

		  	Swing Line Commitment:
$10,000,000
	 US Bank National Association
	  	$35,000,0000
	 LaSalle Bank National Association
	  	$35,000,000
	 PNC Bank, National Association
	  	$30,000,000
	 Union Planters Bank, N.A. d/b/a Regions Bank
	  	$30,000,000
	 Fifth Third Bank (Southern Indiana)
	  	$30,000,000
	 TOTAL
	  	$200,000,000.00

 SIGNATURE PAGE 
 TO AMENDMENT NO. 1 
 FOR MEMC ELECTRONIC MATERIALS, INC. 







 Exhibit B 
 Schedule 7.2 
 Information as to Subsidiaries 
  

					
	 Name of Subsidiary
	  	 Jurisdiction Where
Organized
	  	 Percentage of Outstanding Stock or Other Equity Interest
Owned (Indicating whether owned by the
Borrower or a
specified Subsidiary)

			
	 MEMC Electronic Materials France Sarl
	  	France	  	100% (MEMC Electronic Materials, S.p.A.)
			
	 MEMC Electronic Materials GmbH
	  	Germany	  	100% (MEMC Electronic Materials, S.p.A.)
			
	 MEMC Electronic Materials, Sdn. Bhd.
	  	Malaysia	  	100% (Borrower)
			
	 MEMC Electronic Materials Sales, Sdn. Bhd.
	  	Malaysia	  	100% (Borrower)
			
	 MEMC Electronic Materials, S.p.A.
	  	Italy	  	100% (Borrower)
			
	 MEMC Electronic Materials (UK) Ltd.
	  	United Kingdom	  	100% (MEMC Electronic Materials, S.p.A.)
			
	 MEMC Holding B.V.
	  	The Netherlands	  	100% (MEMC Electronic Materials, S.p.A.)
			
	 MEMC Holdings Corporation
	  	Delaware	  	100% (Borrower)
			
	 MEMC International, Inc.
	  	Delaware	  	100% (Borrower)
			
	 MEMC Japan Ltd.
	  	Japan	  	100% (Borrower)
			
	 MEMC Korea Company
	  	South Korea	  	 40% (MEMC International, Inc.)
 40% (MEMC Holding
B.V.)

			
	 MEMC Kulim Electronic Materials, Sdn. Bhd.
	  	Malaysia	  	75% (MEMC International, Inc.)
			
	 MEMC Pasadena, Inc.
	  	Delaware	  	100% (Borrower)
			
	 MEMC Singapore Pte. Ltd.
	  	Singapore	  	100% (MEMC International, Inc.)
			
	 Taisil Electronic Materials Corporation
	  	Taiwan	  	 54.95% (Borrower)
 45.00% (MEMC International,
Inc.)


 SIGNATURE PAGE 
 TO AMENDMENT NO. 1 
 FOR MEMC ELECTRONIC MATERIALS, INC. 







 GUARANTOR ACKNOWLEDGMENT 
 The undersigned each consents and agrees to and acknowledges the terms of the foregoing Amendment No. 1 to Credit Agreement, dated as of
December 20, 2006 (the “Amendment”). The undersigned each further agrees that its respective obligations pursuant to the Subsidiary Guaranty shall remain in full force and effect and be unaffected hereby. 
 The undersigned each hereby represents and warrants that there exists no claim or offset against, or defense or counterclaim to, any of its obligations
or liabilities under the Credit Agreement or the Subsidiary Guaranty, as applicable, or any other Credit Document to which it is a party. 
 [Signatures follow.] 







 IN WITNESS WHEREOF, this Guarantor Acknowledgment has been duly executed and delivered as of the date of
the Amendment. 
  

			
	MEMC HOLDINGS CORPORATION
		
	By:	 	 /s/ Kenneth H. Hannah

	Name:	 	Kenneth H. Hannah
	Title:	 	President & Assistant Secretary
	
	MEMC INTERNATIONAL, INC.
		
	By:	 	 /s/ Kenneth H. Hannah

	Name:	 	Kenneth H. Hannah
	Title:	 	President & Assistant Secretary
	
	 MEMC PASADENA, INC.

		
	By:	 	 /s/ Kenneth H. Hannah

	Name:	 	Kenneth H. Hannah
	Title:	 	Chief Financial Officer & Assistant Secretary