Amendment No. 1 to the Pledge Agreement


  Exhibit 10-www(10)
 AMENDMENT NO. 1 TO THE PLEDGE
AGREEMENT
 AMENDMENT NO. 1, dated as of March 3, 2003 (this "Amendment No. 1"), to the Pledge Agreement, dated as of December 21, 2001 (as amended, supplemented or otherwise
modified from time to time, the "Pledge Agreement"), among MEMC Electronic Materials, Inc., a Delaware corporation (the "Borrower"), each subsidiary of the Borrower party thereto (each such subsidiary individually a "Subsidiary
Pledgor" and, collectively, the "Subsidiary Pledgors"; and the Subsidiary Pledgors and Borrower are referred to collectively herein as the "Pledgors") and Citicorp USA, Inc., as collateral agent (in such capacity, the
"Collateral Agent") for the Secured Parties.
  W I T N E
S S E T H:
 WHEREAS, pursuant to the Pledge Agreement, the Pledgors agreed to pledge and grant to the Collateral Agent a security interest
in the Collateral for the ratable benefit of the Secured Parties under the Revolving Credit Agreement, dated as of December 21, 2001, among the Borrower, the lenders party thereto, and Citicorp USA, Inc. as administrative agent and collateral agent
(as amended, supplemented or otherwise modified from time to time, the "Bank Revolving Credit Agreement");
 WHEREAS, the Borrower has entered into that certain revolving credit
agreement, dated as of December 5, 2002, with the lenders party thereto (the "Investor Lenders") and Citicorp USA, Inc. as administrative agent and collateral agent (as amended, supplemented or otherwise modified from time to time, the
"Investor Revolving Credit Agreement"), pursuant to which the Investor Lenders agreed to provide the Borrower with a revolving credit facility in an aggregate principal amount not to exceed $35,000,000; 
 WHEREAS, to induce the Investor Lenders to enter into the Investor Revolving Credit Agreement, the Pledgors agreed to pledge and grant a senior subordinated security interest in the Collateral
(the "Investor Security Interest") to secure the Borrower's obligations under the Investor Revolving Credit Agreement for the ratable benefit of the Secured Parties (as defined in the Investor Revolving Credit Agreement), pursuant to the
Security Documents (as defined in the Investor Revolving Credit Agreement);
 WHEREAS, the Pledgors and the Collateral Agent wish to amend the Pledge Agreement to, among other things,
account for the Investor Security Interest; 
 WHEREAS, pursuant to Section 11 of the Pledge Agreement, the Pledge Agreement may be amended or modified pursuant to a written agreement
among the Collateral Agent and the Pledgors with respect to which such amendment or modification is to apply, with the consent of the Required Lenders as required in accordance with Section 9.02 of the Bank Revolving Credit Agreement; and

 NOW THEREFORE, in consideration of the premises herein, and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto hereby agree as
follows:
 1.Defined Terms. Unless otherwise defined herein or amended hereby, capitalized terms used herein which are defined in the Pledge Agreement, as amended at any time
and from time to time hereafter, or the Bank Revolving Credit Agreement, are used herein as therein defined.
 2.Amendments to the Pledge Agreement. 
 (a)Section 3(b) is hereby amended to read in its entirety as follows (added language in bold type):
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     (b) except for the lien and security interest granted under the Reimbursement Documentation as security for the payment or
performance, as the case may be, in full of the Reimbursement Obligations (the "Reimbursement Security Interest"), the lien and security interest granted under the Investor Revolving Credit Documentation (as defined in the Security
Agreement, as amended) for the payment or performance, as the case may be, of the Investor Revolver Obligations (as defined in the Security Agreement, as amended), the lien and security interest granted under the Indenture Documentation as security
for the payment or performance, as the case may be, of the Indenture Obligations, and the security interest granted hereunder, such Pledgor (i) is and will at all times continue to be the direct owner, beneficially and of record, of the Pledged
Securities indicated on Schedule II, (ii) holds the same free and clear of all Liens, (iii) will make no assignment, pledge, hypothecation or transfer of, or create or permit to exist any security interest in or other Lien on, the Collateral, other
than pursuant hereto, and (iv) subject to Section 5, will cause any and all Collateral, whether for value paid by such Pledgor or otherwise, to be forthwith deposited with the Collateral Agent and pledged or assigned hereunder;


 
 
 (b)Section 3(c) is hereby amended to read in its entirety as follows (added language in bold type): 
   
(c) such Pledgor (i) has the power and authority to pledge the Collateral in the manner hereby done or contemplated and (ii) will defend its title or interest thereto or therein against any and
all Liens (other than the Liens created by this Agreement, the Reimbursement Documentation, the Investor Revolving Credit Documentation or the Indenture Documentation), however arising, of all Persons whomsoever; 
 


 
 (c)Section 8 is hereby amended as follows: 
 (i) immediately after the paragraph beginning with
"SECOND, to the payment in full of the Revolving Credit Obligations . . ." and before the paragraph beginning with "THIRD, to the payment in full of the Indenture Obligations outstanding . . .", the following paragraph is inserted: "THIRD, to the
payment in full of the Investor Revolver Obligations outstanding;";
 (ii) the word "THIRD" in the paragraph beginning with "THIRD, to the payment in full of the Indenture Obligations
outstanding . . ." is deleted and replaced with the word: "FOURTH"; and
 (iii) the word "FOURTH" in the paragraph beginning with "FOURTH, to the Pledgors . . ." is deleted and replaced
with the word: "FIFTH". 
 3.Effectiveness. This Amendment No. 1 shall become effective as of the date first written above (the "First Amendment Effective
Date").
 4.Reference to and Effect on the Pledge Agreement. 
 (a)On or after the First Amendment Effective
Date, each reference in the Pledge Agreement to "this Agreement," "hereunder," "hereof," "herein," or words of like import referring to the Pledge Agreement, shall mean and be a reference to the Pledge Agreement, as amended by this Amendment No. 1.

 (b)Except as amended hereby, the provisions of the Pledge Agreement are and shall remain in full force 
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  and effect. 
 (c)This Amendment No. 1 shall not be construed as a waiver or consent to any
further or future action on the part of any of the Pledgors that would require a waiver or consent of the Collateral Agent. 
 5.Counterparts. This Amendment No. 1 may be
executed in counterparts and all of the said counterparts taken together shall be deemed to constitute one and the same instrument.
 6.GOVERNING LAW. THIS AMENDMENT NO. 1 SHALL
BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
 IN WITNESS WHEREOF, the Borrower, each of the Subsidiary Pledgors, the
Collateral Agent and the Required Lenders have caused this Amendment No. 1 to be executed and delivered by their duly authorized officers as of the date first above written.
  

	  	 MEMC ELECTRONIC MATERIALS, INC., 
 
 By: /s/ Kenneth L. Young
 Name: Kenneth L. Young
 Title: Treasurer 
	  	  
	  	 EACH OF THE SUBSIDIARY PLEDGORS
 
 By: /s/ Kenneth L. Young
 Name: Kenneth L. Young, in his capacity as Treasure for each of the Subsidiary
Pledgors 
	  	  
	  	 CITICORP USA, INC. as Collateral Agent and Lender
 
 By: /s/ Allen Fisher
 Name: Allen Fisher
 Title: Vice President 
	  	  
	  	 UBS AG, STAMFORD BRANCH, as Lender
 
 By: /s/ Wilfred V. Saint
 Name: Wilfred V. Saint
 Title: Associate Director,
 Banking Products
Services, US 
	  	  
	  	   By: /s/ Susan Bruhner
 Name: Susan Bruhner
 Title: Associate Director,
 Banking
Products Services, US 

 
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  CONSENTED TO AND AGREED:

	 Name of Institution: 	 TPG PARTNERS III, L.P.
 By:TPG GenPar III, L.P.,
 Its General Partner
 By:TPG Advisors III, Inc.,
 Its General Partner
 
 By: /s/ Richard A. Ekleberry
 Name:Richard A. Ekleberry
 Title:Vice President 
	  	  
	 Name of Institution: 	 TPG PARALLEL III, L.P.
 By:TPG GenPar III, L.P.,
 Its General Partner
 By:TPG Advisors III, Inc.,
 Its General Partner
 
 By: /s/ Richard A. Ekleberry
 Name:Richard A. Ekleberry
 Title:Vice President 
	  	  
	 Name of Institution: 	 TPG INVESTORS III, L.P.
 By:TPG GenPar III, L.P.,
 Its General
Partner
 By:TPG Advisors III, Inc.,
 Its General Partner
 
 By: /s/ Richard A. Ekleberry
 Name:Richard A. Ekleberry
 Title:Vice President


 CONSENTED TO AND AGREED:
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	 Name of Institution: 	 FOF PARTNERS III, L.P.
 By:TPG GenPar III, L.P.,
 Its General Partner
 By:TPG Advisors III, Inc.,
 Its General Partner
 
 By: /s/ Richard A. Ekleberry
 Name:Richard A. Ekleberry
 Title:Vice President 
	  	  
	 Name of Institution: 	 FOF PARTNERS III-B, L.P.
 By:TPG GenPar III, L.P.,
 Its General Partner
 
 By:TPG
Advisors III, Inc.,
 Its General Partner
 
 By: /s/ Richard A. Ekleberry
 Name:Richard A. Ekleberry
 Title:Vice President 
	  	  
	 Name of Institution: 	 TPG DUTCH PARALLEL III, C.V.
 By:TPG GenPar Dutch, L.L.C.,
 Its General
Partner
 By: TPG GenPar III, L.P.,
 Its Sole Member
 
 By:TPG Advisors III, Inc.,
 Its General
Partner
 
 By: /s/ Richard A. Ekleberry
 Name:Richard A. Ekleberry
 Title:Vice President 
	 CONSENTED TO AND AGREED: 
 	 

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	 Name of Institution: 	 T3 PARTNERS, L.P.
 By:T3 GenPar, L.P.,
 Its General Partner
 
 By:T3
Advisors, Inc.,
 Its General Partner
 
 By: /s/ Richard A. Ekleberry
 Name:Richard A. Ekleberry
 Title:Vice President 
	  	  
	 Name of Institution: 	 T3 PARALLEL, L.P.
 By:T3 GenPar, L.P.,
 Its General Partner
 By:T3Advisors, Inc.,
 Its General Partner
 
 By: /s/ Richard A. Ekleberry
 Name:Richard A. Ekleberry
 Title:Vice President  
	  	  
	 Name of Institution: 	 T3 INVESTORS, L.P.
 By:T3 GenPar, L.P.,
 Its General Partner
 
 By:T3
Advisors, Inc.,
 Its General Partner
 
 By: /s/ Richard A. Ekleberry
 Name:Richard A. Ekleberry
 Title:Vice President 
	 CONSENTED TO AND AGREED:
 	 

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	 Name of Institution: 	 T3 DUTCH PARALLEL, C.V.
 By:T3 GenPar Dutch, L.L.C.,
 Its General
Partner
 By:T3 GenPar, L.P.,
 Its Sole Member
 By:T3 Advisors, Inc.,
 Its General Partner
 

By: /s/ Richard A. Ekleberry
 Name:Richard A. Ekleberry
 Title:Vice President 
	  	  
	 Name of Institution: 	 T3 PARTNERS II, L.P.
 By:T GenPar II, L.P.,
 Its General Partner
 

By:T3 Advisors II, Inc.,
 Its General Partner
 
 By: /s/ Richard A. Ekleberry
 Name:Richard A. Ekleberry
 Title:Vice President 
	  	  
	 Name of Institution: 	 T3 PARALLEL II, L.P.
 By:T3 GenPar II, L.P.,
 Its General Partner
 

By:T3 Advisors II, Inc.,
 Its General Partner
 
 By: /s/ Richard A. Ekleberry
 Name:Richard A. Ekleberry
 Title:Vice President Title: 
	CONSENTED TO AND AGREED:	 

 

	 Name of Institution: 	 GREEN EQUITY INVESTORS III, L.P.
   

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	  	 By: GEI Capital III, LLC, as its General Partner


 By: /s/ John Danhakl
 Name: John Danhakl
 Title: 
	 Name of Institution: 	 GREEN EQUITY INVESTORS SIDE III, L.P.
 
 By: GEI Capital III, LLC, as its General Partner


 By: /s/ John Danhakl
 Name: John Danhakl
 Title: 
	CONSENTED TO AND AGREED:

 

	 Name of Institution: 	 TCW/CRESCENT MEZZANINE PARTNERS III, L.P.,
 TCW/CRESCENT MEZZANINE TRUST III and 
 TCW/CRESCENT MEZZANINE PARTNERS III NETHERLANDS, L.P.
 
 By:
TCW/Crescent Mezzanine Management III, L.L.C., 
 as Its Investment Manager
 
 By: TCW Asset Management Company, as Its Sub-Advisor
 
 By: /s/ Jean-Marc Chapus
 Name: Jean-Marc Chapus
 Title: Group
Managing Director 

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