Amendment No. 1 to the Amended and Restated Security Agreement


  Exhibit 10-xxx(5)
 AMENDMENT NO. 1 TO THE
 
 AMENDED AND RESTATED SECURITY AGREEMENT 
 AMENDMENT NO. 1,
dated as of March 3, 2003 (this "Amendment No. 1"), to the Amended and Restated Security Agreement, dated as of December 21, 2001 (as amended, supplemented or otherwise modified from time to time, the "Security Agreement"), among MEMC
Electronic Materials, Inc., a Delaware corporation (the "Borrower"), each subsidiary of the Borrower party thereto (each such subsidiary individually a "Guarantor" and, collectively, the "Guarantors"; and the Guarantors and
Borrower are referred to collectively herein as the "Grantors") 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, the Borrower entered into a 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"), and contemporaneously therewith, the Fund
Guarantors entered into the Guaranty, pursuant to which the Fund Guarantors guaranteed the obligations of the Borrower under the Bank Revolving Credit Agreement;  
WHEREAS, pursuant to the Security
Agreement, the Grantors agreed to grant to the Collateral Agent, for the ratable benefit of the Secured Parties, a security interest in the Collateral to secure the obligations of the Borrower under a reimbursement agreement, dated as of December
21, 2001, among the Borrower, the Fund Guarantors and Citicorp USA, Inc. as administrative agent and collateral agent (as amended, supplemented or otherwise modified from time to time, the "Reimbursement Agreement"), pursuant to which the
Borrower agreed to reimburse the Fund Guarantors for any and all payments made by the Fund Guarantors under the Guaranty;  
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 Grantors agreed to 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 Grantors and the Collateral Agent wish to amend the Security Agreement to, among other things, account for the Investor Security Interest;  
WHEREAS, pursuant to Section 7.09 of the Security Agreement, the Security Agreement may be amended or modified pursuant to a written agreement among the Collateral Agent and the Grantors with respect to which such
amendment or modification is to apply, subject to any consent required in accordance with Section 8.09 of the Reimbursement Agreement; and  
 NOW THEREFORE, in consideration of the premises herein, and for other good and
valuable 
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   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 Security Agreement or the Reimbursement Agreement are used herein as therein defined.  
2. Amendments to the
Security Agreement.  
(a) The definition of "Investor Revolving Credit Agreement" is hereby added in Section 1.01 as follows:      "Investor
Revolving Credit Agreement" means the revolving credit agreement dated as of December 5, 2002 among the Borrower, the lenders party thereto and Citicorp USA, Inc. as administrative agent and collateral agent, as such agreement may be further
amended, restated, modified or supplemented at any time and from time to time. 
 
 
 
 (b) The definition of "Investor Revolving Credit Documentation" is hereby added in
Section 1.01 as follows:      "Investor Revolving Credit Documentation" means, collectively, (i) the Investor Revolving Credit Agreement, (ii) the guarantee agreement, the
security agreement, the pledge agreement and the indemnity, subrogation and contribution agreement executed in connection with such Investor Revolving Credit Agreement and (iii) any other security documents or other ancillary documents executed in
connection therewith, all as amended, restated, modified or supplemented at any time and from time to time. 
 
 
 
 (c) The definition of "Investor Revolver Obligations" is
hereby added in Section 1.01 as follows:     "Investor Revolver Obligations" has the meaning assigned to such term in the Investor Revolving Credit Agreement. 

 
 
 
 (d) Section 3.04 is hereby amended to insert the following sentence at the end of Section 3.04: "For purposes of this Section 3.04, in each place where
this Section makes reference to Liens expressly permitted pursuant to Section 6.02 of the Revolving Credit Agreement, the Liens created under the Investor Revolving Credit Documentation shall be considered a Lien expressly permitted pursuant to
Section 6.02 of the Revolving Credit Agreement."  
(e) Section 6.02 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 Grantors . . ." is deleted and replaced with the word: "FIFTH". 
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  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 Security Agreement.  
(a) On or after the First Amendment Effective Date, each reference in the Security Agreement to "this
Agreement," "hereunder," "hereof," "herein," or words of like import referring to the Security Agreement, shall mean and be a reference to the Security Agreement, as amended by this Amendment No. 1.  
(b) Except as amended hereby, the provisions of the Security Agreement are and shall remain in full force 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 Grantors 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 Grantors, the Collateral Agent and the Fund Guarantors 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 GUARANTORS  
		 MEMC ELECTRONIC MATERIALS, INC., 
 
 By: /s/ Kenneth L. Young
 Name: Kenneth L. Young, in his capacity as Treasurer for each of the Guarantors 
		
	  	 CITICORP USA, INC. as Collateral Agents
 
 By: /s/ Allen Fisher
 Name: Allen Fisher
 Title: Vice President 
	  	  

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	  	 TPG WAFER PARTNERS LLC
 
 By: Richard A. Ekleberry
 Name: Richard A. Ekleberry
 Title: Vice President 
	  	  
	  	 TPG WAFER MANAGEMENT LLC
 
 By: Richard A. Ekleberry
 Name: Richard A. Ekleberry
 Title: Vice President 

 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 

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	  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:
	 	 
	  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 
		

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	  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:
	 	 
	  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  

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	 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:
	 	 
	  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 
		

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  94
	  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.
  
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: 
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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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