FOREGOING), OR THE TRANSACTIONS
CONTEMPLATED HEREBY OR THEREBY. EACH PLEDGOR AND EACH OTHER SECURED CREDITOR (BY
THEIR ACCEPTANCE OF THE BENEFITS HEREOF) HEREBY (A) CERTIFIES THAT NO
REPRESENTATIVE, AGENT OR ATTORNEY OF ANY SECURED CREDITOR OR ANY OTHER PERSON
HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH SECURED CREDITOR OR OTHER
PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING
WAIVER, AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PERSONS PARTY HERETO OR
BENEFITED HEREBY HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER
THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.
[Remainder of page intentionally left blank.]
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
and delivered by their duly authorized officers as of the date first above
written.
PLEDGORS
MEMC ELECTRONIC MATERIALS, INC. By:
/s/ THOMAS E. LINNEN
Name:
Thomas E. Linnen Title:
Senior Vice President and
Chief Financial Officer
MEMC HOLDINGS CORPORATION
By:
/s/ THOMAS E. LINNEN
Name:
Thomas E. Linnen Title:
President and Assistant Secretary
MEMC
INTERNATIONAL, INC.
By:
/s/ THOMAS E. LINNEN
Name:
Thomas E. Linnen Title:
President and Assistant Secretary
MEMC
PASADENA, INC.
By:
/s/ THOMAS E. LINNEN
Name:
Thomas E. Linnen Title:
Chief Financial Officer and Assistant
Secretary
MEMC SOUTHWEST, INC.
By:
/s/ THOMAS E. LINNEN
Name:
Thomas E. Linnen Title:
Chief Financial Officer and Assistant
Secretary
COLLATERAL AGENT:
NATIONAL CITY BANK OF THE MIDWEST
By:
/s/
ERIC HARTMAN Name:
Eric Hartman Title:
Vice President