10-K

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

(Mark One)

x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2002

or

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                      to                     

Commission file number 1-13828

MEMC Electronic Materials, Inc.

(Exact name of registrant as specified in its charter)

Delaware	56-1505767
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

501 Pearl Drive (City of O’Fallon) St. Peters, Missouri	63376
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code

(636) 474-5000

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class	Name of Each Exchange on Which Registered:
$.01 Par Value Common Stock	New York Stock Exchange

Securities Registered Pursuant to Section 12(g) of the Act:

None

(Title of Class)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ¨

Indicate by check mark whether the registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2) Yes þ No ¨

The aggregate market value of the voting stock held by nonaffiliates of the registrant, based upon the closing price of such stock on June 28, 2002, as reported by the New York Stock Exchange, was approximately $100,557,006 million.

The number of shares outstanding of the registrant’s Common Stock as of February 28, 2003, was 195,759,508 shares.

DOCUMENTS INCORPORATED BY REFERENCE

1. Portions of the registrant’s 2002 Annual Report (Part II)

2. Portions of the registrant’s 2003 Proxy Statement (Part III)

PART I

Item 1. Business

Overview

We are a leading worldwide producer of wafers for the semiconductor industry. We operate manufacturing facilities in every major semiconductor manufacturing region throughout the world, including Europe, Japan, Malaysia, South Korea, and the United States and through an unconsolidated joint venture in Taiwan. Our customers include virtually all of the major semiconductor device manufacturers in the world, including the major memory, microprocessor and applications specific integrated circuit, or ASIC, manufacturers, as well as the world’s largest foundries. We provide wafers in sizes ranging from 100 millimeters (4 inch) to 300 millimeters (12 inch) and in three general categories: prime polished, epitaxial and test/monitor.

We were formed in 1984 as a Delaware corporation and completed our initial public stock offering in 1995. Our corporate structure includes, in addition to our wholly owned subsidiaries, a 45%-owned unconsolidated joint venture in Taiwan (Taisil Electronic Materials Corporation, or Taisil), an 80%-owned consolidated joint venture in South Korea (MEMC Korea Company or MKC) and an 80%-owned consolidated joint venture in Sherman, Texas (MEMC Southwest Inc.). On November 13, 2001, an investor group led by Texas Pacific Group and including TPG Wafer Holdings LLC and funds managed by Leonard Green & Partners, L.P. and TCW/Crescent Mezzanine Management LLC (collectively, TPG) acquired beneficial ownership of approximately 72% of our outstanding common stock and approximately $910 million of our debt from E.ON AG. TPG currently beneficially owns approximately 90.2% of our outstanding common stock, and most of the debt acquired from E.ON has been restructured.

We are engaged in one reportable industry segment — the design, manufacture and sale of electronic grade silicon wafers for the semiconductor industry. Financial information regarding this industry segment is contained in our 2002 Annual Report, which information is incorporated herein by reference.

Industry Background

Almost all semiconductors are manufactured from wafers, and thus the performance of the wafer industry is highly correlated to the performance of the semiconductor device industry. The worldwide semiconductor device industry grew at a compound annual growth rate of 12% from $24 billion in revenues in 1985 to $153 billion in 2002 according to Gartner Dataquest estimates. Throughout this period, the industry has been characterized by cyclicality. In 2000, semiconductor revenues grew by 33%, according to Gartner Dataquest estimates. In 2001, semiconductor industry revenues declined by 32%, according to Gartner Dataquest estimates, as a result of weakened demand and a broad-based inventory correction. However, the semiconductor industry has begun to recover with modest annual revenue growth of 1% in 2002 and projected annual revenue growth of approximately 8.9% in 2003, according to Gartner Dataquest estimates.

Similar to the semiconductor device industry, the silicon wafer market is characterized as a cyclical industry. The silicon wafer industry grew at a compound annual growth rate of 9% from 1,177 million square inches in 1985 to 4,784 million square inches in 2002, according to Gartner Dataquest estimates. In 2000, due to the increased demand for semiconductor devices, silicon wafer consumption increased 23.7% from 1999, according to Gartner Dataquest. In 2001, as a result of the decline in the semiconductor industry, silicon wafer consumption decreased 29% from 2000, according to Gartner Dataquest estimates. The decline in silicon wafer demand resulted in excess supply in the wafer industry, which caused increased downward pressure on average selling prices. However, in 2002, silicon wafer volumes increased 19%, according to Gartner Dataquest. The increased demand resulted in higher capacity utilization in the silicon wafer industry and in a stable pricing environment through most of 2002, according to Gartner Dataquest.

The fabrication of semiconductor devices requires a large number of complex and repetitive processing steps, including deposition, photolithography and etch, to layer different materials and imprint various features on a single wafer. Wafers are becoming increasingly differentiated by specific physical and electrical characteristics such as flatness, silicon purity and uniform crystal structures. As markets for semiconductor devices continue to evolve and become more

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specialized, we believe device manufacturers recognize the enhanced role that wafers and other materials play in improving device performance and reducing their production costs.

Semiconductor device manufacturers focus on improving their efficiency and lowering their cost per device. Because larger wafers allow for an increased number of semiconductor devices per wafer, moving to larger wafers can provide semiconductor device manufacturers with higher productivity and reduced cost per device. Thus, semiconductor device manufacturers continue to move to larger diameter wafers, with the 200 millimeter wafer being the primary wafer used today. Though semiconductor manufacturers are beginning to use 300 millimeter wafers for volume production, the 200 millimeter wafer is expected to be the primary wafer size through 2007, according to Gartner Dataquest.

Over the past decade, we believe the wafer industry has consolidated from approximately twenty suppliers, with the six top wafer suppliers each having more than a 10% share of the overall market, to approximately ten suppliers, with the four top wafer suppliers each having more than a 10% share of the overall market. We believe this change in the competitive landscape is causing segmentation between larger and smaller producers with larger manufacturers gaining an increasing share of the overall wafer market. Semiconductor device manufacturers seek suppliers with whom they can better align wafer technology development with their own product development efforts. We believe these manufacturers will continue to select wafer suppliers that offer advanced technology capabilities, a broad product portfolio and superior service to satisfy their exacting device requirements.

Strategy

Our objective is to maintain and enhance our position as a leading worldwide producer of wafers for the semiconductor device industry. Our strategies to achieve this objective include:

Focus solely on providing wafers

Throughout our history, we have focused on developing innovative products and process technologies within the wafer industry. Because we are focused exclusively on wafers, we have the ability to respond rapidly to changing technology requirements and to develop close relationships with our customers. Our customers, who represent the leading semiconductor device manufacturers in the world, are the primary source in determining where we channel our financial and human resources and focus our technological efforts. We believe that our deep level of collaboration with our customers enhances our ability to align our business practices with our customers’ requirements. A key component of our customers’ requirements is the continual development of new products and refinement of existing products to meet their needs. We offer a broad range of high-quality wafers and give our customers choices from thousands of unique combinations of wafer specifications.

Maintain and enhance our technology leadership position

We have been a pioneer in the design and development of wafer technologies over the past four decades and have recently adopted a new model for our research and development group that combines engineering innovation with specific commercialization strategies. We will continue to use and develop our portfolio of technologies to provide a combination of product features that fulfills the exacting specifications of our customers’ manufacturing requirements for increasingly complex wafers. Two of our more recent innovations are Magic Denuded Zone^®, or MDZ^®, wafer technology and defect-free crystal, both of which we have incorporated in our OPTIA^™ product. These two innovations are designed to help our customers improve the yield and capability of their semiconductor fabrication processes.

Focus on continuous cost reduction and return on invested capital

Continuous cost reduction and a disciplined capital expenditure program are key components of our long-term financial strategy. During the past few years, we have taken significant steps to reduce our cost structure and improve the efficiency of our global manufacturing processes. These steps have included headcount reductions, process improvements, streamlining of material flows and working with our suppliers to reduce the total cost of ownership of our materials and supplies. These actions in aggregate have improved our cycle times by 25% over the last two fiscal years and increased our productivity by nearly 60% in 2002, as compared to 2001, with productivity measured by volume produced divided by

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headcount. With our reduced cost structure, we believe we have substantially reduced the annual sales we need to generate in order to achieve operating income.

Leverage our scalable infrastructure

We operate manufacturing facilities in every major semiconductor manufacturing region throughout the world, including Europe, Japan, Malaysia, South Korea and the United States and through an unconsolidated joint venture in Taiwan. We have made significant investments in our manufacturing facilities and equipment and research and development in order to expand our production capacity for 200 millimeter wafers and to develop 300 millimeter and other advanced wafer technologies. With available manufacturing infrastructure already in place, we believe we can obtain additional production capacity incrementally with capital expenditures consisting primarily of equipment purchases and installation.

Products

We offer wafers with a wide variety of features satisfying numerous product specifications to meet our customers’ exacting requirements. Our wafers vary in diameter, surface features, composition, purity levels, crystal properties and electrical properties. We provide our customers with a reliable supply of high-quality wafers with consistent characteristics. These wafers range from 100 millimeter to 300 millimeter in diameter.

We are continually advancing our products’ capabilities. In addition to other new product offerings, we offer wafers with the Magic Denuded Zone^®, or MDZ^®, product feature. As compared to traditional techniques, this patented product feature increases our customers’ yields in both prime polished and epitaxial wafers by drawing impurities away from the surface of the wafer in a manner that is efficient and reliable, with results that are reproducible.

Our products include three general categories of wafers:

Prime Polished Wafers

Our prime polished wafer is a highly refined, pure wafer with an ultraflat and ultraclean surface. Our prime polished wafers are manufactured with a sophisticated chemical-mechanical polishing process that removes defects and leaves an extremely smooth surface. As devices become more complex, wafer flatness and cleanliness requirements, along with crystal perfection, become increasingly important because these properties have a significant impact on our customers’ processes and yields.

Our ADVANTA^™ product allows our customers to make more complex semiconductor devices at acceptable yield levels by reducing the number of defects in the crystal structure in the wafer. The ADVANTA^™ product, which may include the MDZ^® feature, offers higher performance than our standard polished wafer. We are currently shipping significant volumes of ADVANTA^™ wafers to our customers.

Our OPTIA^™ wafer is a 100% defect-free crystalline structure based on our patented technologies and processes, including MDZ^®. We believe the OPTIA^™ wafer is the most technically advanced polished wafer available today. We are shipping commercial volumes of OPTIA^™ wafers to some customers, and we are in the process of qualifying OPTIA^™ wafers with other customers.

Epitaxial Wafers

Our epitaxial, or EPI, wafers consist of a thin, single-crystal silicon layer grown on the polished surface of the wafer. Typically, the epitaxial layer has different electrical properties from the underlying wafer. This provides our customers with better isolation between circuit elements than a polished wafer, and the ability to tailor the wafer to the specific demands of the device. Without sufficient isolation of the various elements, the elements could communicate electrically with each other, which could render the device useless. Epitaxial wafers provide improved isolation, thereby allowing for increased reliability of the finished semiconductor device and greater efficiencies during the semiconductor manufacturing process, which ultimately allows for more complex semiconductor devices.

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Our AEGIS^™ product is designed as a replacement for many polished, annealed, and other epitaxial wafers. The AEGIS^™ wafer includes a thin epitaxial layer grown on a standard substrate and also incorporates our MDZ^® product feature. The AEGIS^™ wafer’s thin epitaxial layer eliminates harmful defects on the surface of the wafer, thereby allowing device manufacturers to increase yields and improve process reliability. We are currently shipping significant volumes of AEGIS^™ wafers to some customers, and we are in the process of qualifying AEGIS^™ wafers with other customers.

Test/Monitor Wafers

We supply test/monitor wafers to our customers for their use in testing semiconductor fabrication lines and processes. Although test/monitor wafers are substantially the same as prime polished wafers with respect to cleanliness, and in some cases flatness, other specifications are generally less rigorous. This allows us to produce test/monitor wafers from the portion of the silicon ingot that does not meet customer specifications for wafers to be used in the manufacture of semiconductors. Therefore, sales of test/monitor wafers allow us to experience a higher overall yield.

The table below summarizes our key products and corresponding applications:

Wafer Type	Name	Purity Characteristics		MDZ® for Optimized Impurity Control	Key Applications
Prime Polished	Standard	–	Low surface and bulk crystalline defect densities	Optional	–	Broad device range including processors, analog, discrete and memory devices
		–	Oxygen control for efficient impurity control		–	Devices with broadest range of line-widths (the distance between circuit elements)
	ADVANTA™	–	Lower overall crystalline defect densities	Optional	–	Devices sensitive to manufacturing impurities
		–	Defects confined to central wafer area		–	High performance devices
					–	Devices with smaller line-widths
					–	Devices sensitive to manufacturing impurities
	OPTIA™	–	100% defect-free crystalline structure	Yes	–	Advanced devices
					–	High performance devices including logic and memory, and particularly flash memory, devices
					–	Devices with the smallest line-widths
EPI	Standard	–	Defect-free epitaxial surface layer tailored to device application	No	– –	Advanced devices Devices requiring layered silicon resistivity

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	AEGIS™	–	Thin defect-free epitaxial surface layer	Yes	–	Advanced CMOS logic and memory devices
					–	High performance processors
					–	Devices with small line-widths
Test/Monitor	Standard	–	Defect densities tailored to customer application	No	–	Monitoring of device process particles, film thickness, implantation and contamination

Sales, Marketing and Customers

We market our products primarily through a global direct sales force. We and our unconsolidated joint venture have customer service and support centers globally, including in China, France, Germany, Italy, Japan, Malaysia, South Korea, Taiwan, the United Kingdom and the United States. A key element of our marketing strategy is establishing and maintaining close relationships with our customers. We accomplish this through multi-functional teams of technical, sales and marketing, and manufacturing personnel. These teams work closely with our customers to continually optimize our products for their production processes in their current and future facilities. Our close relationships with our customers are further developed through lengthy qualification processes by which customers qualify wafer manufacturing facilities and products. We monitor changing customer needs and target our research and development and manufacturing to produce wafers adapted to each customer’s process and requirements. We complete sales principally through indicative-only contracts of one year or less, which indicate expected volumes and specify price.

We sell our products to virtually all major semiconductor device manufacturers, including the major memory, microprocessor and ASIC manufacturers as well as the world’s largest foundries. We made approximately 63% of our sales to ten customers in 2002. Samsung and STMicroelectronics each accounted for more than 10% of our sales in 2002. No other customers represented 10% or more of our 2002 sales. See “Risk Factors – We have a limited number of principal customers and a loss of one or several of those customers would hurt our business.”

Manufacturing

To meet our customers’ needs worldwide, we have established a global manufacturing network consisting of nine manufacturing facilities, including the manufacturing facility of our unconsolidated joint venture in Taiwan.

Our wafer manufacturing process begins with high purity electronic grade polysilicon. The polysilicon is melted in a quartz crucible along with minute amounts of electrically active elements such as arsenic, boron, phosphorous or antimony. We then lower a silicon seed crystal into the melt and slowly extract it from the melt. The resultant body of silicon is called an ingot. The temperature of the melt, speed of extraction and rotation of the crucible govern the diameter of the ingot, while the concentration of the electrically active element in the melt governs the electrical properties of the wafers to be made from the ingot. This is a complex, proprietary process requiring many control features on the crystal-growing equipment.

We then grind the ingots to the specified diameter and slice the ingots into thin wafers. Next, we prepare the wafers for surface polishing with a multi-step process using precision lapping machines, edge contour machines and chemical etchers. Final polishing and cleaning processes give the wafers the clean and ultraflat mirror polished surfaces required for the fabrication of semiconductor devices. We further process some of our products into epitaxial wafers by utilizing a chemical vapor deposition process to deposit a single crystal silicon layer on the polished surface.

In certain of our manufacturing facilities, we have fully integrated manufacturing capabilities that encompass the full range of wafer manufacturing process steps, including ingot growth, wafer slicing, wafer polishing and epitaxial deposition. We conduct certain of our processes in state-of-the-art Class 1 cleanroom environments.

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Raw Materials

We obtain substantially all of our requirements for several raw materials, equipment, parts and supplies from sole suppliers. The main raw material in our production process is polysilicon. In 2002, we produced over three-fourths of our total polysilicon requirements and purchased the remainder of our requirements from others. We use two types of polysilicon: granular polysilicon and chunk polysilicon. We produce all of our requirements for granular polysilicon at our facility in Pasadena, Texas. We do not believe there are other sources of electronic grade granular polysilicon. Chunk polysilicon can be substituted for granular polysilicon, although our manufacturing throughput and yields could be adversely affected and, in some cases, we might be required to obtain new qualifications from our customers for the substitution. The availability of chunk polysilicon currently significantly exceeds demand. We believe that an adequate supply of chunk polysilicon will be available internally or from others for the foreseeable future. See “Risk Factors – Our dependence on single and limited source suppliers could require us to obtain new qualifications from customers and adversely affect our manufacturing throughput and yield.”

Research and Development

The wafer market is characterized by continuous technological development and product innovation. We believe that continued and timely development of new products and enhancements to existing products are necessary to maintain our competitive position. Our goal in research and development is to maintain a close working relationship with our customers to continually develop new products and refine existing products to meet the needs of the marketplace. We have recently adopted a new model for our research and development group that combines engineering innovation with specific commercialization strategies. Our new model closely aligns our technology efforts with our customers’ requirements.

In addition, in order to strengthen our customer relationships and interaction and to better target our research and development efforts, we assign research and development engineers to key customers worldwide. We do this through our Applications Engineering Group, in four of our laboratories located in the U.S., Italy, Japan and South Korea, as well as field and resident engineers located at strategic locations throughout the world. Certain resident engineers are dedicated to specific accounts. The primary purpose of the Applications Engineering Group is to establish a close, technical working relationship with our customers to obtain a better knowledge of our customers’ material requirements.

We devote a portion of our research and development resources to enhance our position in the crystal technology area. We have dedicated engineers and scientists, located in our St. Peters, Missouri, Merano, Italy and Chonan, South Korea facilities, to further our understanding of defect control, cost reduction and the use of granular polysilicon. In conjunction with these efforts, we are developing wafering technologies to meet advanced flatness and particle requirements of our customers. In addition, we continue to focus on the development of our advanced epitaxial wafer technology with a dedicated staff of scientists located primarily in our St. Peters, Missouri facility and in our Novara, Italy and Utsunomiya, Japan facilities, who focus on the development of new epitaxial wafer products and cost reduction processes.

In addition to our focus on advancements in wafer material properties, we also continue to invest in research and development associated with larger wafer diameters. We produced our first 300 millimeter diameter wafer in 1991 and continue to enhance our 300 millimeter technology program using our staff of research and development scientists, engineers and technicians located primarily in our St. Peters, Missouri and Utsunomiya, Japan facilities. In addition, we continue to focus on process design advancements to drive cost and productivity improvements.

Research and development expenses were $27.4 million in 2002, $65.7 million in 2001, and $72.2 million in 2000, or 4.0%, 10.6% and 8.3% of our net sales for those periods, respectively.

Competition

The market for wafers is highly competitive. We compete in all the major semiconductor-producing regions of the world and face intense competition from established manufacturers. Our major competitors include Shin-Etsu Handotai, Sumitomo Mitsubishi Silicon and Wacker Siltronic. Our wafers compete with wafers manufactured by others on the basis of product quality, consistency, price, technical innovation, customer service and product availability. We believe we are competitive on the basis of these factors. See “Risk Factors – We experience intense competition in the wafer industry,

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which may have an adverse effect on our business.”

Proprietary Information and Intellectual Property

We believe that the success of our business depends in part on our proprietary technology, information, processes and know how. We try to protect our intellectual property rights based on patents and trade secrets as part of our ongoing research, development and manufacturing activities. As of December 31, 2002, we owned of record or beneficially approximately 220 U.S. patents, of which approximately 10 will expire by 2005, approximately 20 will expire between 2006 and 2010 and approximately 190 will expire after 2010. As of December 31, 2002, we owned of record or beneficially approximately 430 foreign patents, of which approximately 20 will expire by 2005, approximately 65 will expire between 2006 and 2010 and approximately 345 will expire after 2010. These foreign patents are generally counterparts of our U.S. patents. As of December 31, 2002, we had approximately 90 pending U.S. patent applications and approximately 800 pending foreign patent applications.

We have agreed to indemnify some of our customers against claims of infringement of the intellectual property rights of others in our sales contracts with these customers. In addition, we have entered into a technology transfer agreement among us, Texas Instruments Incorporated and MEMC Southwest under which we have agreed to indemnify MEMC Southwest and Texas Instruments Incorporated against certain claims of infringement of the intellectual property rights of others.

Employees

At December 31, 2002, we had approximately 4,600 full time employees and 100 temporary workers worldwide. We have approximately 2,000 unionized employees in our St. Peters, Missouri, Pasadena, Texas, South Korea and Italy facilities. We have not experienced any material work stoppages at any of our facilities during the last several years.

Geographic Information

Information regarding our foreign and domestic operations is contained in Note 19 on page 52 of our 2002 Annual Report, which information is incorporated herein by reference.

Risk Factors

This Annual Report on Form 10-K contains “forward-looking” statements within the meaning of the Private Securities Litigation Reform Act of 1995, including those set forth under “Item 1. Business” and “Item 3. Legal Proceedings” and those incorporated herein by reference from our 2002 Annual Report. In addition to the business risks and uncertainties discussed elsewhere in this Annual Report on Form 10-K, the following are important risk factors which could cause actual results and events to differ materially from those contained in any forward-looking statement made by us.

Our business depends on the semiconductor device industry and may be adversely affected if that industry experiences future downturns.

Our business depends in large part upon the market demand for our customers’ semiconductors and products utilizing semiconductors. The semiconductor device industry experiences:

• rapid technological change;

• product obsolescence;

• price erosion; and

• wide fluctuations in product supply and demand.

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From time to time, the semiconductor device industry has experienced significant downturns. These downturns often occur in connection with declines in general economic conditions. Some of these downturns have lasted for more than a year and have resulted in a substantial decrease in demand for our products. If the semiconductor device industry experiences future downturns, we will face pressure to reduce prices and we may need to further rationalize capacity and reduce fixed costs. At the same time, our ability to reduce expenditures for capital, research and development and global infrastructure during an industry downturn is limited because of the need to maintain our competitive position. If we are unable to reduce our expenses sufficiently to offset reductions in price and volume, our operating results and financial condition could be materially adversely affected.

Our loan instruments contain certain highly restrictive covenants any of which, if violated, would, upon election of the lenders, cause outstanding amounts under each of our loan instruments to become immediately due and payable.

We are party to a $150 million revolving credit facility with Citibank/UBS, a $35 million revolving credit facility with TPG and an indenture for our senior subordinated secured notes. These loan instruments contain certain highly restrictive covenants, including covenants to maintain minimum quarterly consolidated EBITDA, minimum monthly consolidated backlog, minimum monthly consolidated revenues, maximum annual capital expenditures and other covenants customary for revolving loans and indentures of this type and size. A continuing violation of any of these covenants, which in our highly cyclical industry could occur in a sudden or sustained downturn, would be deemed an event of default under all of these loan instruments. In such event, upon election of the lenders or noteholders, the loan commitments under the revolving credit facilities would terminate and the loans and accrued interest then outstanding under the credit facilities and the senior subordinated secured notes and related accrued interest would be due and payable immediately. We may not have sufficient funds and assets to cover any such required payments and may not be able to obtain replacement financing on a timely basis or at all. This would have a material adverse effect on us.

We would be required to immediately repay outstanding loans and accrued interest under our credit facilities and to repurchase our senior subordinated secured notes upon election of the lenders or noteholders in the event TPG does not continue to own a substantial portion of our stock.

If (1) TPG’s ownership interest in us is reduced below 15% (or, in the case of the indenture, 30%) of our total outstanding equity interests, (2) another person or group acquires ownership of a greater percentage of our outstanding equity than TPG, or (3) a majority of our Board of Directors is neither nominated by our Board of Directors nor appointed by directors so nominated, then, upon election of the lenders or noteholders:

• the loan commitments under the $150 million Citibank/UBS revolving credit facility and the $35 million TPG revolving credit facility would terminate, and the loans and accrued interest then outstanding would become immediately due and payable; and

• the holders of the senior subordinated secured notes would have the right to require us to repurchase the notes at a purchase price equal to 101% of the principal amount plus accrued and unpaid interest.

We may not have sufficient funds to make the required payments or repurchases and may not be able to obtain replacement financing on a timely basis or at all. This would have a material adverse effect on us.

Outstanding borrowings under the $150 million Citibank/UBS revolving credit facility would become immediately due and payable upon election of the lenders in the event any guarantor does not renew its guaranty, terminates its guaranty or defaults under its guaranty.

The $150 million Citibank/UBS revolving credit facility is guaranteed by certain of the TPG entities. The terms of the guaranties are shorter than the term of the revolving credit facility, and each guarantor may terminate its guaranty. In the event a guarantor does not renew its guaranty through the term of the revolving credit facility and the lenders have not received cash collateral or a replacement guaranty executed by a replacement guarantor satisfactory to the lenders, a guarantor terminates its guaranty, or a guarantor defaults under its guaranty, then, upon election of the lenders, the loan commitments under the revolving credit facility would terminate and the loans and accrued interest under the facility would

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be due and payable immediately. In any of these events, the guarantors have severally agreed to make new revolving credit loans available to us on terms and conditions substantially similar to the $150 million Citibank/UBS revolving credit facility except with 2% higher interest rates. The guarantors may not have sufficient funds and assets to provide this replacement financing, and we may not be able to obtain the replacement financing on a timely basis or at all. This would have a material adverse effect on us.

We have had significant operating and net losses, and we may have future losses.

Prior to 2002, we had not reported an annual operating profit since 1996. We have not reported annual net earnings since 1996. In 2002, we had operating income of $65 million and a net loss allocable to common stockholders of $22 million. We cannot predict whether we will experience operating losses and net losses in the future.

We are subject to periodic fluctuations in foreign currency exchange rates.

Approximately 64% of our sales in 2002 were made outside North America. We expect that international sales will continue to represent a significant percentage of our total sales. In addition, a significant portion of our manufacturing operations is located outside of the United States. Sales outside of the United States expose us to currency exchange rate fluctuations. Our risk exposure from these sales is primarily limited to Euro currencies, Japanese yen and Korean won. Our risk exposure from expenses at international manufacturing facilities is concentrated in Euro currencies, Japanese yen, Korean won and Malaysian ringgit. To the extent that our sales in foreign currencies occur at foreign sites which incur expenses in those currencies, our net exposure is reduced. We generally hedge receivables denominated in foreign currencies at the time of sale.

Our foreign subsidiaries have debt denominated in Euro currencies, Japanese yen, Korean won and U.S. dollars. We generally do not hedge these net foreign currency exposures.

Taisil, our unconsolidated joint venture in Taiwan, has sales denominated primarily in the U.S. dollar and operating expenses primarily denominated in the New Taiwanese dollar and U.S. dollar. Taisil has debt denominated in the New Taiwanese dollar and U.S. dollar. For U.S. generally accepted accounting principles, Taisil uses the U.S. dollar as its functional currency and does not hedge net New Taiwanese dollar exposures. To date, we have not hedged our net New Taiwanese dollar exposure related to our investment in Taisil.

We cannot predict whether these foreign currency exchange risks inherent in doing business in foreign countries will have a material adverse effect on our operations and financial results in the future.

We experience intense competition in the wafer industry, which may have an adverse effect on our business.

We face intense competition in the wafer industry from established manufacturers throughout the world. If we cannot compete effectively with other wafer manufacturers, our operating results could be materially adversely affected. Some of our competitors have substantial financial, technical, engineering and manufacturing resources to develop products that currently, and may in the future, compete favorably against our products.

We compete on the basis of product quality, consistency, price, technical innovation, customer service and product availability. We expect that our competitors will continue to improve the design and performance of their products and to introduce new products with competitive price and performance characteristics. We may need to reduce our prices to retain market share, which could have a material adverse effect on our operating results.

If we fail to meet changing customer demands, we may lose customers.

The wafer industry changes rapidly. Changes in our customers’ requirements result in new and more demanding technology, product specifications and diameters, and manufacturing processes. Our ability to remain competitive will depend upon our ability to develop technologically advanced products and processes. We must continue to meet the increasingly demanding requirements of our customers on a cost-effective basis. As a result, we expect to continue to make significant investments in research and development and equipment. We cannot be certain that we will be able to

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successfully introduce, market and cost effectively manufacture any new products, or that we will be able to develop new or enhanced products and processes that satisfy customer needs or achieve market acceptance.

We are subject to periodic foreign economic downturns and political instability, which may adversely affect our business.

Economic downturns in the Asia Pacific region and Japan have affected our operating results in the past, and economic downturns in those and other regions in which we operate could affect our operating results in the future. Additionally, other factors may have a material adverse effect on our operations in the future, including:

• the imposition of governmental controls or changes in government regulation;

• export license requirements;

• restrictions on the export of technology;

• geo-political instability; and

• trade restrictions and changes in tariffs.

We cannot predict whether these economic risks inherent in doing business in foreign countries will have a material adverse effect on our operations and financial results in the future.

We may acquire other businesses, products or technologies; if we do, we may be unable to integrate them with our business, which may impair our financial performance.

If we find appropriate opportunities, we may acquire businesses, products or technologies that we believe are strategic. If we acquire a business, product or technology, the process of integration may produce unforeseen operating difficulties and expenditures and may absorb significant attention of our management that would otherwise be available for the ongoing development of our business. If we make future acquisitions, we may issue shares of stock that dilute other stockholders, expend cash, incur debt, assume contingent liabilities or create additional expenses related to amortizing other intangible assets with estimated useful lives, any of which might harm our business, financial condition or results of operations.

Our loan instruments restrict our borrowings and use of proceeds.

Under the terms of the $150 million Citibank/UBS revolving credit facility, the $35 million TPG revolving credit facility and the indenture for our senior subordinated secured notes, we generally cannot borrow from third parties or pledge assets without the consent of the lenders or note holders, as the case may be. Under these instruments, we are also generally required to use 75% of the net proceeds from the issuance of debt or equity as follows:

• first, to repay outstanding borrowings under the $150 million Citibank/UBS revolving credit facility;

• second, if such borrowings are repaid in full, to repay outstanding borrowings under the $35 million TPG revolving credit facility; and

• third, if such borrowings are repaid in full, to offer to redeem the notes.

Because we cannot easily transfer production of specific products from one of our manufacturing facilities to another, manufacturing delays at a single facility could result in a loss of product volume.

It typically takes three to six months for our customers to qualify a manufacturing facility to produce a specific product, but it can take longer depending upon a customer’s requirements and market conditions. Interruption of operations at any of our primary wafer manufacturing facilities could result in delays or cancellations of shipments of wafers and a loss

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of product volume. Likewise, interruption of operations at our granular polysilicon manufacturing facility could adversely affect our wafer manufacturing throughput and yields and could result in our inability to produce certain qualified wafer products, delays or cancellations of shipments of wafers and a loss of product volume. A number of factors could cause interruptions, including labor disputes, equipment failures, or shortages of raw materials or supplies. Unions represent employees at our wafer facilities in St. Peters, Missouri, Italy and South Korea and our granular polysilicon facility in Pasadena, Texas. A strike at any of these facilities could cause interruptions in manufacturing. We cannot be certain that alternate qualified capacity would be available on a timely basis or at all.

Our dependence on single and limited source suppliers could require us to obtain new qualifications from customers and adversely affect our manufacturing throughput and yield.

We obtain substantially all of our requirements for several raw materials, equipment, parts and supplies from sole suppliers. Likewise, we obtain all of our requirements for granular polysilicon from our facility in Pasadena, Texas. We believe that we could find adequate alternative sources of supply for these raw materials, equipment, parts and supplies. In the case of granular polysilicon, we believe that we could substitute chunk polysilicon for granular polysilicon. However, in either case, it may take us several months to transition to a new supplier and we may be required to obtain new qualifications from our customers in order to change or substitute materials or sources of supply. We cannot predict whether we would be successful or how long the qualification process would take. In addition, our manufacturing process could be interrupted and our manufacturing throughput and yields could be adversely affected. A failure to obtain a new qualification or a decrease in our manufacturing throughput or yields could have a material adverse effect on our operating results.

From time to time we have experienced limited supplies of certain raw materials, equipment, parts and supplies. Because of the cyclical nature of our industry, we may experience shortages of our key raw materials, equipment, parts and supplies in the future. Increases in prices resulting from these shortages could have a material adverse effect on our operating results.

If we do not continue to reduce our manufacturing costs and operating expenses, we may not be able to compete effectively in our industry.

The success of our business depends, in part, on our continuous reduction of manufacturing costs and operating expenses. The wafer industry has historically experienced price erosion and will likely continue to experience such price erosion. If we are not able to reduce our manufacturing costs and operating expenses sufficiently to offset future price erosion, our operating results will be adversely affected. We have recently engaged in various cost-cutting and other initiatives intended to reduce costs and increase productivity. These activities have included closure of facilities, reduction of headcount, refinement of our processes and efforts to increase yields and reduce cycle time. In addition, our 2001 financial restructuring resulted in substantially reduced depreciation expense. We cannot assure you that we will be able to continue to reduce our manufacturing costs and operating expenses. Moreover, any future closure of facilities or reduction of headcount may adversely affect our ability to manufacture wafers in required volumes to meet customer demand and may result in other production disruptions.

We have a limited number of principal customers and a loss of one or several of those customers would hurt our business.

Our operating results could materially suffer if we experience a significant reduction in, or loss of, purchases by one or more of our top customers. We made approximately 63% of our sales to ten customers in 2002. We had two customers that each accounted for more than 10% of our sales in 2002.

Our business may be harmed if we fail to properly protect our intellectual property.

We believe that the success of our business depends in part on our proprietary technology, information, processes and know how. We try to protect our intellectual property rights based on trade secrets and patents as part of our ongoing research, development and manufacturing activities. However, we cannot be certain that we have adequately protected or will be able to adequately protect our technology, that our competitors will not be able to utilize our existing technology or develop similar technology independently, that the claims allowed with respect to any patents held by us will be broad

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enough to protect our technology or that foreign intellectual property laws will adequately protect our intellectual property rights. Moreover, we cannot be certain that our patents do or will provide us with a competitive advantage.

The protection of our intellectual property rights and the defense of claims of infringement against us by third parties may subject us to costly patent litigation.

Any litigation in the future to enforce patents issued to us, to protect trade secrets or know how possessed by us or to defend us or indemnify others against claimed infringement of the rights of others could have a material adverse effect on our financial condition and operating results. From time to time, we receive notices from other companies that we may be infringing certain of their patents or other rights. If we are unable to resolve these matters satisfactorily, or to obtain licenses on acceptable terms, we may face litigation, which could have a material adverse effect on us. Regardless of the validity or successful outcome of any such intellectual property claims, we may need to expend significant time and expense to protect our intellectual property rights or to defend against claims of infringement by third parties, which could have a material adverse effect on us. If we lose any such litigation, we may be required to:

• pay substantial damages;

• seek licenses from others; or

• change, or stop manufacturing or selling, some of our products.

Any of these outcomes could have a material adverse effect on our business, results of operations or financial condition.

Our success depends on our ability to attract and retain qualified technical, sales, marketing and management personnel.

The loss of key personnel or the inability to hire and retain qualified personnel could have a material adverse effect on our operating results. We are dependent upon a limited number of key technical, sales, marketing and management personnel. Our future success will depend in part upon our ability to attract and retain these highly qualified personnel. We cannot be certain that we will be successful in hiring or retaining qualified personnel, or that any of our personnel will remain employed by us.

We are subject to numerous environmental laws and regulations, which could require us to discharge environmental liabilities, increase our manufacturing costs or otherwise adversely affect our business.

We are subject to a variety of foreign, federal, state and local laws and regulations governing the protection of the environment. These environmental laws and regulations include those relating to the use, storage, handling, discharge, emission, disposal and reporting of toxic, volatile or otherwise hazardous materials used in our manufacturing processes. These materials could be released to the environment at properties owned or operated by us, at other locations during the transport of the materials, or at properties to which we send substances for treatment or disposal. If we were to violate or become liable under environmental laws and regulations or become non-compliant with permits required at some of our facilities, we could be held financially responsible and incur substantial costs, including cleanup costs, fines and civil or criminal sanctions, third-party property damage or personal injury claims. Groundwater and/or soil contamination has been detected at four of our facilities and one closed facility. We believe we are taking all necessary remedial steps at these facilities and do not expect these known conditions to have a material impact on our business. However, environmental issues relating to presently known or unknown matters could require additional investigation, assessment or expenditures. In addition, new laws and regulations or stricter enforcement of existing laws and regulations could give rise to additional compliance costs and liabilities.

Future sales of shares of our common stock may depress the price of our common stock.

If we or our stockholders sell a substantial number of shares of our common stock in the public market, or investors become concerned that substantial sales might occur, the market price of our common stock could decrease. We have

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granted TPG registration rights with respect to a substantial number of shares of our common stock. Future sales of common stock by TPG in the public market, or the perception that such sales might occur, could cause such a decrease in the price of our common stock.

The market price of our common stock has fluctuated significantly and may continue to do so.

The market price of our common stock may be affected by various factors, including:

• quarterly fluctuations in our operating results resulting from factors such as timing of orders from and shipments to major customers, product mix and competitive pricing pressures;

• announcements of technological innovations, new products or upgrades to existing products by us or our competitors;

• market conditions in the semiconductor device and wafer industries;

• developments in patent or other proprietary rights;

• changes in our relationships with our customers;

• interruption of operations at our manufacturing facilities;

• actual or perceived changes in our relationship with our majority owners;

• the size of the public float of our common stock;

• announcements of operating results that are not aligned with the expectations of investors; and

• general stock market trends.

Technology company stocks in general have experienced extreme price and trading volume fluctuations that often have been unrelated to the operating performance of these companies. This market volatility may adversely affect the market price of our common stock.

TPG has sufficient voting power to control our direction and policies and could prevent a favorable acquisition of us.

TPG, through its 90.2% beneficial ownership interest of our common stock, has sufficient voting power to control our direction and policies, including controlling any merger, consolidation or sale of all or substantially all of our assets. For example, under our restructuring agreement with TPG, we must either obtain the consent of TPG or give TPG a right of first refusal over any issuances of our equity securities to any person or group to the extent that the equity securities would have 10% or more of the voting power of all of our then outstanding voting securities. TPG currently possesses the power to elect all of our directors through its beneficial ownership of our voting stock. Five of the ten members of our current Board of Directors are partners or employees of certain TPG entities. This control could prevent or discourage any unsolicited acquisition of us and consequently could prevent an acquisition favorable to our other stockholders. In addition, certain TPG entities have provided us with a $35 million revolving credit facility and guarantees of the $150 million Citibank/UBS revolving credit facility, which may create conflicts of interest between us and TPG.

Limited trading volume of our common stock may contribute to its price volatility.

Our common stock is traded on the New York Stock Exchange. During the twelve months ended December 31, 2002, the average daily trading volume for our common stock as reported by the NYSE was 106,456 shares. We are uncertain as to whether a more active trading market in our common stock will develop. As a result, relatively small trades may have a significant impact on the price of our common stock.

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Cautionary Statement Regarding Forward-Looking Statements

The following statements are or may constitute forward-looking statements:

• statements set forth in this Annual Report on Form 10-K or statements incorporated by reference from documents we have filed with the Securities and Exchange Commission, including possible or assumed future results of our operations, including but not limited to any statements contained herein or therein concerning:

• our belief it is more likely than not that, with our projection for future taxable income and after consideration of the valuation allowance, we will generate sufficient taxable income to realize the benefits of the net deferred tax assets existing at December 31, 2002;

• our belief that we have the financial resources needed to meet business requirements for the next 12 months, including capital expenditures and working capital requirements;

• the impact of the implementation of SFAS Nos. 143 and 146;

• the impact of an adverse change in interest and currency exchange rates;

• our expectation that, assuming the senior subordinated secured notes remaining outstanding until their maturity, interest expense recorded in our statement of operations related to the accretion of the notes and related stated interest expense will be less than $1 million in each of the years 2003 through 2005, and approximately $7 million and $91 million in 2006 and 2007, respectively;

• our expectation that $5.5 million of the restructuring reserve will be paid out in the first half of 2003;

• the adequacy and timing of the utilization of the remaining portion of our restructuring reserve;

• our expectation that we will not pay dividends on our common stock in the foreseeable future;

• expectations regarding growth of the semiconductor industry;

• the expectation that the 200 millimeter wafer will be the primary wafer size until at least 2007;

• our belief we have substantially reduced annual sales necessary to achieve operating income;

• our belief that we can obtain additional production capacity incrementally with capital expenditures consisting primarily of equipment purchases and installation;

• future availability of chunk polysilicon;

• our ability to find adequate alternative sources of supply of raw materials, equipment, parts and supplies obtained from sole source suppliers;

• our expectations regarding future investments in research and development and equipment;

• our expectation that our competitors will continue to improve their products and to introduce new products with competitive price and performance characteristics;

• our expectation that international sales will continue to represent a significant percentage of our total sales;

• the belief that our future success will depend in part upon our ability to attract and retain highly qualified personnel;

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• the expected impact of groundwater and/or soil contamination at some of our facilities;

• the impact of litigation on us; and

• any statements preceded by, followed by or that include the words “believes,” “expects,” “predicts,” “anticipates,” “intends,” “estimates,” “should,” “may” or similar expressions.

Because such statements are subject to risks and uncertainties, actual results may differ materially from those expressed or implied by such forward-looking statements. Factors that could cause actual results to differ materially are set forth under “Risk Factors.”

You should not place undue reliance on such statements, which speak only as of the date that they were made. These cautionary statements should be considered in connection with any written or oral forward-looking statements that we may issue in the future. We do not undertake any obligation to release publicly any revisions to such forward-looking statements to reflect later events or circumstances or to reflect the occurrence of unanticipated events.

Executive Officers of the Registrant

The following is information concerning our executive officers as of March 1, 2003. Each executive officer other than Dr. Sadasivam has entered into an employment agreement with us. Mr. Gareeb’s employment agreement provides that he will be employed as our President and Chief Executive Officer through April 2006. Our employment agreements with Messrs. Stolze, Jansky and Fleisher provide that they will be employed as executive officers through November 2004. Our employment agreement with Mr. Stiffler provides that he will be employed as an executive officer through December 2003. There are no family relationships between or among any of the named persons and the directors.

Name	Age	All Positions and Offices Held
Nabeel Gareeb	38	President, Chief Executive Officer and Director
James M. Stolze	59	Executive Vice President and Chief Financial Officer
Jonathon P. Jansky	51	Senior Vice President
Chandrasekhar Sadasivam	43	Senior Vice President
Thomas P. Stiffler	56	Senior Vice President
David L. Fleisher	41	Vice President, General Counsel and Corporate Secretary

Each executive officer has held the same position or another executive position with us during the past five years except as indicated below.

Mr. Gareeb has been our President and Chief Executive Officer since April 2002 and has been a director since that time. Prior to joining MEMC, Mr. Gareeb was Chief Operating Officer of International Rectifier Corporation, a leading supplier of power semiconductors. Mr. Gareeb joined International Rectifier in 1992 as Vice President of Manufacturing and subsequently held other senior management positions.

Mr. Stolze has been our Executive Vice President and Chief Financial Officer since June 1995. Prior to joining us, he was a partner with KPMG LLP from 1977 to 1995. Mr. Stolze currently serves on the board of directors of ESCO Technologies Inc.

Mr. Jansky was Plant Manager of our St. Peters facility from 1992 until January 1997, Corporate Vice President, Investment Planning from January 1997 to May 1998 and has been our Senior (formerly Corporate) Vice President, Operations since May 1998.

Dr. Sadasivam has been our Senior Vice President, Research and Development since July 2002. Dr. Sadasivam was President of MEMC Japan Ltd., our Japanese subsidiary, from April 2002 to June 2002. From July 2000 to March 2002, Dr. Sadasivam served as our Director, Worldwide Operations Technology. Dr. Sadasivam was Director, Technology for MEMC

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Korea Company, our South Korean subsidiary, from July 1999 to June 2000. From September 1997 to June 1999, Dr. Sadasivam held positions in the manufacturing technology group for our St. Peters facility.

Mr. Stiffler has been our Senior (formerly Corporate) Vice President, Human Resources since December 2000. Mr. Stiffler was a senior human resources officer of ITT Industries, a global, multi-industry company, from 1999 to 2000, Senior Vice President, Director of Administration of ITT Automotive Corporation, an automotive parts and systems supplier, from 1998 to 1999 and Senior Vice President, Director of Administration of ITT Financial Corporation, a commercial financing company, from 1992 to 1998.

Mr. Fleisher has been our General Counsel and Secretary since October 2001 and has been a Vice President since July 2002. From March 1996 to September 2001, Mr. Fleisher was our Senior Attorney.

Available Information

We make available free of charge through our Internet site (http://www.memc.com) reports we file with the SEC, including our annual reports on Form10-K, quarterly reports on Form 10-Q, current reports of Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as soon as reasonably practical after we electronically file such material with, or furnish it to, the SEC.

Item 2. Properties

Our principal executive offices are located at 501 Pearl Drive (City of O’Fallon), St. Peters, Missouri 63376, and our telephone number at that address is (636) 474-5000. Our principal manufacturing and administrative facilities and the principal manufacturing and administrative facilities of our unconsolidated joint venture comprised approximately 3.8 million square feet as of December 31, 2002 and were situated in the following locations:

Location	Square Footage
St. Peters, MO, USA.	756,000
Sherman, TX, USA	693,000
Chonan, South Korea	460,000
Pasadena, TX, USA	436,000
Merano, Italy	319,000
Novara, Italy	322,000
Utsunomiya, Japan	305,000
Kuala Lumpur, Malaysia	53,000
Hsinchu, Taiwan	450,000

We lease a portion of our St. Peters facility pursuant to a lease agreement between us and the City of O’Fallon, Missouri that was entered into in connection with an industrial revenue bond financing. The term of the St. Peters lease expires in 2011, and we have the option to purchase the leased portion of the St. Peters facility at the end of the lease. We also lease our facility in Pasadena, Texas. The term of the Pasadena lease expires in 2030 and is extendable for four (4) additional renewal terms of five (5) years each. Taisil leases the land on which its Hsinchu, Taiwan facility is located. This lease expires in 2014. We also lease our facility in Kuala Lumpur, Malaysia. This lease expires by its terms in April 2003, and we are in the process of negotiating an extension of this lease. In 1999, we discontinued manufacturing operations at our small diameter wafer facility in Spartanburg, South Carolina. The Spartanburg facility is now under contract for sale.

We believe that our existing facilities and equipment are well maintained, in good operating condition and are adequate to meet our current requirements. The extent of utilization of these facilities varies from plant to plant and from time to time during the year.

Item 3. Legal Proceedings

Albemarle Corporation et al. vs. MEMC Electronic Materials, Inc., et al.

In a case entitled Damewood vs. Ethyl Corporation, et al. (Cause No. 96-38521), filed on August 1, 1996, three employees of the former operator of MEMC Pasadena’s plant, Albemarle Corporation, filed suit against us and others in the 189th Judicial District Court, Harris County, Texas. The employees alleged that they sustained injuries during an explosion at that plant on January 27, 1996. We settled this matter with the plaintiffs and were dismissed as a party. One of the other defendants, Ethyl Corporation, was the only defendant in this case at the time of trial in October 1998. A jury awarded a verdict in favor of the plaintiffs that resulted in a judgment against Ethyl Corporation in the amount of $6.8 million. Ethyl

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Corporation appealed this judgment. Ethyl Corporation and the plaintiffs subsequently settled this matter for $5.2 million.

On September 29, 1998, Albemarle Corporation made a demand against us for defense and indemnity in this case on behalf of Ethyl Corporation. Albemarle Corporation assumed the obligation to defend and indemnify Ethyl Corporation under an agreement in which Ethyl Corporation transferred ownership of the plant where the injury took place to Albemarle Corporation. In November 1998, we made a demand for indemnity in this case against Albemarle. Demands for indemnity made by Albemarle Corporation on behalf of Ethyl Corporation and by us are both based on contractual indemnity language contained in the contract for the sale of the MEMC Pasadena plant from Albemarle Corporation to us.

In a case entitled Albemarle Corporation et al. vs. MEMC Electronic Materials, Inc., et al.(Cause No. 2002-59930), filed on November 20, 2002 in the 55th Judicial District Court, Harris County, Texas, Albemarle and its insurers filed suit against us and MEMC Pasadena seeking indemnification and costs of defense in the above matter. On February 14, 2003, we filed an answer denying the allegations by Albemarle and its insurers. On March 17, 2003, we filed a counterclaim against Albermarle seeking indemnification, costs of defense and payment of certain fund recovered by Albermarle’s workers’ compensation carrier in connection with the above matter.

We do not believe that this matter will have a material adverse effect on us. However, due to uncertainty regarding the litigation process, the scope and interpretation of contractual indemnity provisions and the status of any insurance coverage, the outcome of this matter could be unfavorable, in which event we might be required to pay damages and other expenses.

Lemelson Medical, Education and Research Foundation, Limited Partnership vs. ESCO Electronics Corporation, et al.

In a case entitled Lemelson Medical, Education and Research Partnership vs. ESCO Electronics Corporation, et al. (Civil Action No. 00-0660-PHX-ROS) filed on April 14, 2000, the Lemelson Medical, Education and Research Foundation, Limited Partnership filed suit against us and approximately 90 other companies in the United States District Court for the District of Arizona. The Lemelson Foundation alleges that we infringe on certain patents owned by the Lemelson Foundation related to bar coding and machine vision reading systems. The Lemelson Foundation seeks actual and treble damages against us in an unstated amount, attorneys’ fees and an order enjoining us from further infringement of the unexpired patents. On March 29, 2001, the court issued an order to stay this litigation pending the entry of a final non-appealable judgment in earlier-filed actions involving the same patents. We continue to believe there are substantial reasons why the asserted patents are invalid, unenforceable and not infringed by our processes. We do not believe that this matter will have a material adverse effect on us. However, due to the uncertainty of the litigation process, the outcome of this action could be unfavorable, in which event we might be required to obtain a license and pay damages and other expenses.

Item 4. Submission of Matters to a Vote of Security Holders

No matters were submitted to a vote of security holders during the fourth quarter of the fiscal year covered by this report.

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PART II

Item 5. Market for Registrant’s Common Equity and Related Stockholder Matters

The narrative and tabular information regarding the market for our common equity and related stockholder matters required by this item is set forth under Note 20, “Unaudited Quarterly Financial Information”, on page 53 of our 2002 Annual Report and under “Stockholders’ Information” on page 56 of our 2002 Annual Report, which information is incorporated herein by reference. We have not paid any dividends on our common stock for the last two fiscal years. Under the terms of our $150 million Citibank/UBS revolving credit facility, the $35 million TPG revolving credit facility and the indenture for our senior subordinated secured notes, we are prohibited from paying cash dividends on our common stock. Likewise, under the restructuring agreement between us and TPG, we cannot pay cash dividends on our common stock without the consent of TPG. Information regarding restrictions on our ability to access the cash of our South Korean subsidiary is set forth under Note 3(d), “Summary of Significant Accounting Policies — Short-Term Investments,” on page 33 of our 2002 Annual Report, which information is incorporated herein by reference.

Item 6. Selected Financial Data

The tabular information (including the footnotes thereto) required by this item is set forth under “Five Year Selected Financial Highlights” on page 12 of our 2002 Annual Report, which information is incorporated herein by reference.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The information required by this item is set forth on pages 13 through 26 of our 2002 Annual Report, which information is incorporated herein by reference.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

The information required by this item is set forth under “Market Risk” on page 24 of our 2002 Annual Report, which information is incorporated herein by reference.

Item 8. Financial Statements and Supplementary Data

Our consolidated financial statements appearing on pages 27 through 53, and the Independent Auditors’ Report thereon of KPMG LLP appearing on page 54 of our 2002 Annual Report, are incorporated herein by reference.

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.

PART III

Item 10. Directors and Executive Officers of the Registrant

We will file a definitive proxy statement with the Securities and Exchange Commission within 120 days of year-end (the 2003 Proxy Statement). The information required by this item with respect to compliance with Section 16(a) of the Exchange Act will be set forth in the 2003 Proxy Statement under “Section 16(a) Beneficial Ownership Reporting Compliance” and is incorporated herein by reference. The remaining information required by this item with respect to directors will be set forth in the 2003 Proxy Statement under “INFORMATION ABOUT NOMINEES AND CONTINUING DIRECTORS” and is incorporated herein by reference. The remaining information required by this item with respect to executive officers is set forth in Part I of this Annual Report on Form 10-K under “Executive Officers of the Registrant.”

Item 11. Executive Compensation

Information appearing under (i) “BOARD OF DIRECTORS—COMMITTEES—Director Compensation and Attendance”; (ii) “COMPENSATION AND NOMINATING COMMITTEE REPORT”; (iii) “SUMMARY

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COMPENSATION TABLE” and related footnotes; (iv) “OPTION GRANTS IN LAST FISCAL YEAR” and related footnotes; (v) “AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION VALUES”; (vi) “Pension Plan”; (vii) “Employment Agreements”; (viii) “Change of Control”; (ix) “Compensation Committee Interlocks and Insider Participation”; and (x) “STOCK PRICE PERFORMANCE GRAPH” of the 2003 Proxy Statement is incorporated herein by reference.

Item 12. Security Ownership of Certain Beneficial Owners and Management

Information appearing under “CERTAIN BENEFICIAL OWNERSHIP BY DIRECTORS AND EXECUTIVE OFFICERS” and related footnotes and “OWNERSHIP OF MEMC EQUITY SECURITIES BY CERTAIN BENEFICIAL OWNERS” and related footnotes of the 2003 Proxy Statement is incorporated herein by reference.

Equity Compensation Plan Information

The following table summarizes certain information regarding MEMC securities that have been and may be issued pursuant to our equity compensation plans as of December 31, 2002.

	(a)	(b)	(c)
Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights (1)	Weighted-average exercise price of outstanding options, warrants and rights	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))(1)
Equity compensation plans approved by security holders	8,151,880 shares of common stock	$5.89	4,623,957 shares of common stock
Equity compensation plans not approved by security holders (2)	1,080,000 shares of common stock	$1.50	0 shares of common stock
Total	9,231,880 shares of common stock	$5.38	4,623,957 shares of common stock

(1) Number of shares is subject to adjustment for changes in capitalization for stock splits, stock dividends and similar events.

(2) Includes three separate stock option grant agreements. One of the stock option grant agreements represents a nonqualified stock option to purchase 650,000 shares of common stock at an exercise price of $1.50 per share. The option vests in 25% increments on April 8, 2003, April 8, 2004, April 8, 2005 and April 8, 2006, respectively. These options expire on March 26, 2012. The other two stock option grant agreements represent two separate nonqualified stock options each to purchase 215,000 shares of common stock at a purchase price of $1.50 per share. The options vest in 25% increments on November 13, 2002, November 13, 2003, November 13, 2004 and November 13, 2005, respectively. These options expire on January 1, 2012. Under each of the stock option grant agreements, the vesting may be accelerated in the event of death, disability or, under certain circumstances, termination of employment.

Item 13. Certain Relationships and Related Transactions

The information under “CERTAIN TRANSACTIONS” of the 2003 Proxy Statement is incorporated herein by reference.

Item 14. Controls and Procedures

Within the 90 days prior to the filing date of this report, MEMC carried out an evaluation, under the supervision and with the participation of MEMC’s management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of MEMC’s disclosure controls and procedures as defined in Rule 13a-14(c) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Based upon that evaluation, our Company’s Chief Executive Officer and Chief Financial Officer concluded that MEMC’s disclosure controls and procedures are effective. Disclosure controls and procedures are controls and procedures that are designed to ensure that information required to be disclosed reports filed or submitted by us under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms.

There have been no significant changes in our internal controls or in other factors that could significantly affect those controls subsequent to the date this evaluation was carried out, including any corrective actions with regard to significant deficiencies and material weaknesses.

PART IV

Item 15. Exhibits, Financial Statement Schedules and Reports on Form 8-K

(a) The following documents are filed as part of this report:

1. Financial Statements

The following consolidated financial statements of us and our subsidiaries, included on pages 27 through 53 of the 2002 Annual Report, and the Independent Auditors’ Report thereon of KPMG LLP appearing on page 54 of such report are incorporated herein by reference:

Consolidated Statements of Operations – Year Ended December 31, 2002, Period from January 1, 2001 through November 13, 2001, Period from November 14, 2001 through December 31, 2001, and Year ended December 31, 2000.

Consolidated Balance Sheets – December 31, 2002 and 2001.

Consolidated Statements of Cash Flows – Year Ended December 31, 2002, Period from January 1, 2001 through November 13, 2001, Period from November 14, 2001 through December 31, 2001, and Year ended December 31, 2000.

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Consolidated Statements of Stockholders’ Equity (Deficiency) – Year Ended December 31, 2002, Period from January 1, 2001 through November 13, 2001, Period from November 14, 2001 through December 31, 2001, and Year ended December 31, 2000.

Notes to Consolidated Financial Statements.

Independent Auditors’ Report.

Separate financial statements for our 45%-owned unconsolidated joint venture in Taiwan, Taisil Electronic Materials Corporation (Taisil), required by Rule 3-09 of Regulation S-X will be filed as an amendment to this Form 10-K by June 30, 2003.

2. Financial Statement Schedules

Independent Auditors’ Report on Financial Statement Schedules	F-1
Condensed Financial Information of the Registrant	F-2
Valuation and Qualifying Accounts	F-7

3. Exhibits

Exhibit No.	Description
2-a	Restructuring Agreement between TPG Wafer Holdings LLC and the Company, dated as of November 13, 2001 (Incorporated by reference to Exhibit 2.1 of the Company’s Current Report on Form 8-K dated November 28, 2001)
2-b	Merger Agreement between TPG Wafer Holdings LLC and the Company, dated as of November 13, 2001 (Incorporated by reference to Exhibit 2.2 of the Company’s Current Report on Form 8-K dated November 28, 2001)
3(i)	Restated Certificate of Incorporation of the Company (Incorporated by reference to Exhibit 3-a of the Company’s Form 10-Q for the Quarter ended June 30, 1995)
3(i)(a)	Certificate of Amendment of Restated Certificate of Incorporation of the Company as filed with the Secretary of State of the State of Delaware on June 2, 2000 (Incorporated by reference to Exhibit 3(i)(a) of the Company’s Form 10-Q for the Quarter ended June 30, 2000)
3(i)(b)	Certificate of Amendment of Restated Certificate of Incorporation of the Company as filed with the Secretary of State of the State of Delaware on July 10, 2002 (Incorporated by reference to Exhibit 3(i)(b) of the Company’s Form 10-Q for the Quarter ended September 30, 2002)
3(ii)	Restated By-laws of the Company (Incorporated by reference to Exhibit 3(ii) of the Company’s Form 10-Q for the Quarter ended June 30, 2002)
4-a	Amended and Restated Indenture, dated as of December 21, 2001, among the Company, Citibank, N.A., as trustee, and Citicorp USA, Inc., as collateral agent, and Form of Note attached as an exhibit thereto (Incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K dated January 14, 2002)
4-a(1)	Security Agreement among the Company, each subsidiary listed on Schedule I thereto, and Citicorp USA, Inc., dated as of November 13, 2001 (Incorporated by reference to Exhibit 4.2 of the Company’s Current Report on Form 8-K dated November 28, 2001)

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Exhibit No.		Description
	4-a(2)	Pledge Agreement among the Company, each subsidiary listed on Schedule I thereto, and Citicorp USA, Inc., dated as of November 13, 2001 (Incorporated by reference to Exhibit 4.3 of the Company’s Current Report on Form 8-K dated November 28, 2001)
	4-a(3)	Indemnity, Subrogation and Contribution Agreement among the Company, each subsidiary listed on Schedule I thereto, and Citicorp USA, Inc., dated as of November 13, 2001 (Incorporated by reference to Exhibit 4.4 of the Company’s Current Report on Form 8-K dated November 28, 2001)
	4-a(4)	Guarantee Agreement among the Company, each subsidiary listed on Schedule I thereto, and Citicorp USA, Inc., dated as of November 13, 2001 (Incorporated by reference to Exhibit 4.5 of the Company’s Current Report on Form 8-K dated November 28, 2001)
	4-(a)(5)	Amendment No. 1, dated as of March 21, 2002, to Amended and Restated Indenture, dated as of December 31, 2001, among the Company, Citibank, N.A., as trustee, and Citicorp USA, Inc. as collateral agent (Incorporated by reference to Exhibit 4-(a)(5) of the Company’s Form 10-Q for the Quarter ended March 31, 2002)
	4-(a)(6)	Amendment No. 2, dated as of March 3, 2003, to Amended and Restated Indenture, dated as of December 21, 2001, among the Company, Citibank, N.A., as trustee, and Citicorp USA, Inc., as collateral agent
	4-(a)(7)	Amendment No. 1, dated as of March 3, 2003, to the Pledge Agreement, dated as of November 13, 2001, among the Company, each subsidiary of the Company listed on Schedule I thereto, and Citicorp USA, Inc.
	4-(a)(8)	Italian Supplement, dated as of March 3, 2003, to the Pledge Agreement, dated as of November 13, 2001, among the Company, each subsidiary of the Company listed on Schedule I thereto, and Citicorp USA, Inc.
	4-b	Form of Warrant Certificate (Incorporated by reference to Exhibit 4.6 of the Company’s Current Report on Form 8-K dated November 28, 2001)
*	10-a	Shareholders Agreement dated May 24, 1994 among the Company and China Steel Corporation (“China Steel”), China Development Corporation and Chiao Tung Bank (Incorporated by reference to Exhibit 10(a) of Amendment No. 4 to the Company’s Form S-1 Registration Statement No. 33-92412)
*	10-b	Technology Cooperation Agreement dated October 26, 1994 between the Company and Taisil Electronic Materials Corporation (“Taisil”) (Incorporated by reference to Exhibit 10-b of Amendment No. 4 to the Company’s Form S-1 Registration Statement No. 33-92412)
	10-b(1)	First Amendment dated March 1997 to Technology Cooperation Agreement by and between Taisil and the Company (Incorporated by reference to Exhibit 10-b(1) of the Company’s Form 10-Q for the quarter ended September 30, 2002)
	10-c	Joint Venture Agreement dated August 28, 1990 among the Company, Pohang Iron and Steel Company, Ltd. (“POSCO”) and Samsung Electronics Company, Ltd. (“Samsung”) (Incorporated by reference to Exhibit 10-c of Amendment No. 1 to the Company’s Form S-1 Registration Statement No. 33-92412)
	10-c(1)	First Amendment to Joint Venture Agreement dated December 9, 1993 among the Company, POSCO and Samsung (Incorporated by reference to Exhibit 10-d of Amendment No. 1 to the Company’s Form S-1 Registration Statement No. 33-92412)

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Exhibit No.		Description
	10-c(2)	Second Amendment to Joint Venture Agreement dated December 30, 1994 among the Company, POSCO and Samsung (Incorporated by reference to Exhibit 10-e of Amendment No. 1 to the Company’s Form S-1 Registration Statement No. 33-92412)
*	10-d	Technical Agreement dated December 19, 1990 between the Company and MEMC Korea Company (“MKC”) (formerly, POSCO HÜLS Company Ltd.) (Incorporated by reference to Exhibit 10-d of the Company’s Form 10-K for the Year ended December 31, 1998)
*	10-d(1)	Amendment to Technical Agreement dated as of January 1, 1995 between the Company and MKC (Incorporated by reference to Exhibit 10-g of Amendment No. 1 to the Company’s Form S-1 Registration Statement No. 33-92412)
	10-d(2)	Second Amendment to Technical Agreement effective as of September 30, 1998 between the Company and MKC (Incorporated by reference to Exhibit 10-g(1) of the Company’s Current Report on Form 8-K dated October 22, 1998)
*	10-d(3)	Third Amendment to Technical Agreement effective as of October 1, 1998 by and between the Company and MKC (Incorporated by reference to Exhibit 10-d(3) of the Company’s Form 10-K for the Year Ended December 31, 1998)
*	10-e	Shareholder’s Agreement dated as of May 16, 1995 between the Company, MEMC Southwest Inc. (“MEMC Southwest”) and Texas Instruments Incorporated (“TI”) (Incorporated by reference to Exhibit 10-h of Amendment No. 4 to the Company’s Form S-1 Registration Statement No. 33-92412)
*	10-e(1)	Second Amendment to Shareholders’ Agreement dated as of April 1, 2000 by and among the Company, MEMC Southwest and TI (Incorporated by reference to Exhibit 10-e(1) of the Company’s Form 10-Q for the Quarter ended June 30, 2000)
*	10-f	TI Purchase Agreement dated as of June 30, 1995 between the Company, MEMC Southwest and TI (Incorporated by reference to Exhibit 10-i of the Company’s Form 10-Q for the Quarter ended June 30, 1995)
*	10-f(1)	Amendment to TI Purchase Agreement dated as of June 5, 1997, between MEMC Southwest and TI (Incorporated by reference to Exhibit 10-i of the Company’s Form 10-Q for the Quarter ended June 30, 1997)
*	10-f(2)	First Amendment to TI Purchase Agreement dated as of April 1, 2000 by and among the Company, MEMC Southwest and TI (Incorporated by reference to Exhibit 10-f(2) of the Company’s Form 10-Q for the Quarter ended June 30, 2000)
*	10-h	Technology Transfer Agreement dated as of June 30, 1995 between the Company, TI and MEMC Southwest (Incorporated by reference to Exhibit 10-k of the Company’s Form 10-Q for the Quarter ended June 30, 1995)
	10-i	Registration Rights Agreement by and among the Company, TPG Wafer Holdings LLC and the Guarantors specified therein, dated as of November 3, 2001 (Incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K dated November 28, 2001)
	10-i(1)	Amendment to Registration Rights Agreement dated July 15, 2002 among the Company, TPG Wafer Holdings LLC and Guarantors specified therein (Incorporated by reference to Exhibit 10-i(1) of the Company’s Form 10-Q for the quarter ended September 30, 2002)

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Exhibit No.		Description
	10-i(2)	Amendment No. 2 to Registration Rights Agreement dated November 14, 2002 among the Company, TPG Wafer Holdings LLC and the Guarantors specified therein
	10-j	Form of Master Reserve Volume Agreement (Incorporated by reference to Exhibit 10-m of the Company’s Form 10-K for the Year ended December 31, 1995)
	10-k	Management Advisory Agreement between the Company and TPG GenPar III, L.P., dated as of November 13, 2001 (Incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K dated November 28, 2001)
	10-m	MEMC Technology License Agreement dated as of July 31, 1995, between Albemarle Corporation and the Company (Incorporated by reference to Exhibit 10-tt of the Company’s Form 10-K for the Year ended December 31, 1995)
*	10-n	Seller Technology License Agreement dated as of July 31, 1995, among Albemarle Corporation, the Company, and MEMC Pasadena, Inc. (Incorporated by reference to Exhibit 10-ll of the Company’s Form 10-K/A Amendment No. 2 for the Year ended December 31, 1997)
*	10-o	Technology Purchase Agreement dated as of July 31, 1995, among Albemarle Corporation and the Company (Incorporated by reference to Exhibit 10-mm of the Company’s Form 10-K/A Amendment No. 2 for the Year ended December 31, 1997)
	10-p	Ground Lease Agreement dated as of July 31, 1995, between Albemarle Corporation and MEMC Pasadena, Inc. (Incorporated by reference to Exhibit 10-nn of the Company’s Form 10-K/A Amendment No. 2 for the Year ended December 31, 1997)
	10-p(1)	Amendment to Ground Lease Agreement dated as of May 31, 1997, between the Company, MEMC Pasadena, Inc., and Albemarle Corporation (Incorporated by reference to Exhibit 10-nn(1) of the Company’s Form 10-K/A Amendment No. 2 for the Year ended December 31, 1997)
†	10-aa	Agreement dated February 21, 2002 between the Company and Julius R. Glaser (Incorporated by reference to Exhibit 10-aa of the Company’s Form 10-Q dated for the Quarter ended March 31, 2002)
†	10-bb	MEMC Supplemental Executive Pension Plan 2002 Restatement (Incorporated by reference to Exhibit 10-bb of the Company’s Form 10-Q for the Quarter ended June 30, 2002)
†	10-cc	MEMC Electronic Materials, Inc. 1995 Equity Incentive Plan as Amended and Restated on August 3, 2000 (Incorporated by reference to Exhibit 10-cc of the Company’s Form 10-Q for the Quarter ended June 30, 2000)
†	10-cc(1)	First Amendment to MEMC Electronic Materials, Inc. 1995 Equity Incentive Plan (Incorporated by reference to Exhibit 10-cc(1) of the Company’s Form 10-K for the Year ended December 31, 2002)
†	10-cc(2)	Form of Stock Option and Restricted Stock Agreement (Incorporated by reference to Exhibit 10-t(1) of the Company’s Form 10-K for the Year ended December 31, 1995)
†	10-cc(3)	Form of Stock Option and Performance Restricted Stock Agreement (Incorporated by reference to Exhibit 10-yy of the Company’s Form 10-K for the Year ended December 31, 1995)
†	10-cc(4)	Form of Stock Option Agreement (Incorporated by reference to Exhibit 10-zz of the Company’s Form 10-K for the Year ended December 31, 1995)

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Exhibit No.		Description
†	10-cc(5)	Form of Stock Option and Performance Restricted Stock Agreement (Incorporated by reference to Exhibit 10-nnn of the Company’s Form 10-Q for the Quarter ended March 31, 1997)
†	10-cc(6)	Form of Stock Option Agreement (Incorporated by reference to Exhibit 10-ooo of the Company’s Form 10-Q for the Quarter ended March 31, 1997)
†	10-cc(7)	Form of Stock Option Agreement (Nonemployee Directors) (Incorporated by reference to Exhibit 10-ppp of the Company’s Form 10-Q for the Quarter ended March 31, 1997)
†	10-cc(8)	Form of Stock Option Agreement (Incorporated by reference to Exhibit 10-cc(7) of the Company’s Form 10-K for the Year ended December 31, 1999)
†	10-cc(9)	Form of Stock Option Agreement (4-year cliff vesting) (Incorporated by reference to Exhibit 10-cc(9) of the Company’s Form 10-Q for the Quarter ended March 31, 2002)
†	10-cc(10)	Form of Stock Option Agreement (2-year cliff vesting) (Incorporated by reference to Exhibit 10-cc(10) of the Company’s Form 10-Q for the Quarter ended March 31, 2002)
†	10-cc(11)	Form of Stock Option Agreement (7-year cliff vesting) (Incorporated by reference to Exhibit 10-cc(11) of the Company’s Form 10-Q for the Quarter ended March 31, 2002)
†	10-cc(12)	Form of Stock Option Agreement (Outside Directors)
†	10-dd	Restated MEMC Electronic Materials, Inc. 2001 Equity Incentive Plan (Incorporated by reference to Exhibit 10-dd of the Company’s Form 10-Q for the Quarter ended March 31, 2002)
†	10-dd(1)	Form of Stock Option Agreement (4 year vesting) (Incorporated by reference to Exhibit 10-dd(1) of the Company’s Form 10-Q for the Quarter ended March 31, 2002)
†	10-dd(2)	Form of Stock Option Agreement (7 year cliff vesting) (Incorporated by reference to Exhibit 10-dd(2) of the Company’s Form 10-Q for the Quarter ended March 31, 2002)
†	10-dd(3)	Form of Stock Option Agreement (end of contract vesting)
†	10-ee	Employment Agreement dated as of January 1, 2002 between the Company and James M. Stolze (Incorporated by reference to Exhibit 10-ee of the Company’s Form 10-Q for the Quarter ended March 31, 2002)
†	10-ff	Stock Option Grant Agreement (Incorporated herein by reference to Exhibit 99.1 to the Company’s Form S-8 Registration Statement filed March 1, 2002)
†	10-gg	Stock Option Grant Agreement (Incorporated herein by reference to Exhibit 99.2 to the Company’s Form S-8 Registration Statement filed March 1, 2002)
†	10-hh	Employment Agreement dated as of January 1, 2002 between the Company and Jonathon P. Jansky (Incorporated by reference to Exhibit 10-hh of the Company’s Form 10-Q for the Quarter ended March 31, 2002)
†	10-ii	Employment Agreement effective as of March 26, 2002 between the Company and Nabeel Gareeb (Incorporated by reference to Exhibit 10-ii of the Company’s Form 10-Q for the Quarter ended June 30, 2002)

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Exhibit No.		Description
†	10-ii(1)	Stock Option Grant Agreement (2002 Service Option) (Incorporated by reference to Exhibit 10-ii(1) of the Company’s Form 10-Q for the Quarter ended June 30, 2002)
†	10-ii(2)	Stock Option Grant Agreement (Four Year Vesting) (Incorporated by reference to Exhibit 10-ii(2) of the Company’s Form 10-Q for the Quarter ended June 30, 2002)
†	10-ii(3)	Stock Option Grant Agreement (Seven Year Vesting) (Incorporated by reference to Exhibit 10-ii(3) of the Company’s Form 10-Q for the Quarter ended June 30, 2002)
†	10-jj	Form of Indemnification Agreement (Incorporated by reference to Exhibit 10-jj of the Company’s Form 10-Q for the Quarter ended September 30, 2002)
†	10-kk	Employment Agreement dated as of January 1, 2002 between the Company and James G. Weathers
†	10-ll	Retirement Agreement effective as of April 30, 2002 between the Company and Klaus von Horde (Incorporated by reference to Exhibit 10-ll(2) of the Company’s Form 10-Q for the Quarter ended June 30, 2002)
†	10-ll(1)	Restricted Stock Agreement (Incorporated by reference to Exhibit 10-ll(3) of the Company’s Form 10-Q for the Quarter ended June 30, 2002)
†	10-ll(2)	Stock Option Award Agreement ($3.55) (Incorporated by reference to Exhibit 10-ll(4) of the Company’s Form 10-Q for the Quarter ended June 30, 2002)
†	10-ll(3)	Stock Option Award Agreement ($1.50) (Incorporated by reference to Exhibit 10-ll(5) of the Company’s Form 10-Q for the Quarter ended June 30, 2002)
†	10-mm	Employment Agreement dated as of January 1, 2002 between the Company and Thomas P. Stiffler
	10-aaa	Revolving Credit Agreement, dated as of December 5, 2002, among the Company, the lenders party thereto and Citicorp USA, Inc.
	10-aaa(1)	Security Agreement, dated as of March 3, 2003, among the Company, each subsidiary of the Company listed on Schedule I thereto, and Citicorp USA, Inc.
	10-aaa(2)	Pledge Agreement, dated as of March 3, 2003, among the Company, each subsidiary of the Company listed on Schedule I thereto, and Citicorp USA, Inc.
	10-aaa(3)	Italian Supplement, dated as of March 3, 2003, to the Pledge Agreement, dated as of March 3, 2003, among the Company, each subsidiary of the Company listed on Schedule I thereto, and Citicorp USA, Inc.
	10-aaa(4)	Indemnity, Subrogation and Contribution Agreement, dated as of March 3, 2003, among the Company, each subsidiary of the Company listed on Schedule I thereto, and Citicorp USA, Inc.
	10-aaa(5)	Guarantee Agreement, dated as of March 3, 2003, among the Company, each subsidiary of the Company listed on Schedule I thereto, and Citicorp USA, Inc.
	10-vvv	Euro 55,000,000 Second Amended and Restated Credit Agreement dated as of September 6, 2002 between MEMC Electronic Materials, S.p.A. and TPG Wafer Partners LLC (Incorporated by reference to Exhibit 10-vvv of the Company’s Form 10-Q for the Quarter ended September 30, 2002)

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Exhibit No.	Description
10-vvv(1)	Guaranty Agreement dated as of September 6, 2002 between the Company and TPG Wafer Partners LLC (Incorporated by reference to Exhibit 10-vvv(1) of the Company’s Form 10-Q for the Quarter ended September 30, 2002)
10-vvv(2)	Commitment Letter for $35,000,000 Revolving Credit Facility dated September 6, 2002 among the Company, TPG Wafer Partners III, L.P., Green Equity Investors III, L.P., and TCW/Crescent Mezzamine Partners III, L.P. (Incorporated by reference to Exhibit 10-vvv(2) of the Company’s Form 10-Q for the quarter ended September 30, 2002)
10-vvv(3)	Amendment No. 1, dated as of March 3, 2003, to the Euro 55,000,000 Second Amended and Restated Credit Agreement dated as of September 6, 2002 between MEMC Electronic Materials, S.p.A. and TPG Wafer Partners LLC
10-www	Revolving Credit Agreement, dated as of December 21, 2001, among the Company, the lenders party thereto, and Citicorp USA, Inc. (Incorporated by reference to Exhibit 10.7 of the Company’s Current Report on Form 8-K dated January 14, 2002)
10-www(1)	Security Agreement, dated as of December 21, 2001, among the Company, each subsidiary listed on Schedule I thereto, and Citicorp USA, Inc. (Incorporated by reference to Exhibit 10.8 of the Company’s Current Report on Form 8-K dated January 14, 2002)
10-www(2)	Pledge Agreement, dated as of December 21, 2001, among the Company, each subsidiary listed on Schedule I thereto, and Citicorp USA, Inc. (Incorporated by reference to Exhibit 10.9 of the Company’s Current Report on Form 8-K dated January 14, 2002)
10-www(3)	Indemnity, Subrogation and Contribution Agreement, dated as of December 21, 2001, among the Company, each subsidiary listed on Schedule I thereto, and Citicorp USA, Inc. (Incorporated by reference to Exhibit 10.10 of the Company’s Current Report on Form 8-K dated January 14, 2002)
10-www(4)	Guarantee Agreement, dated as of December 21, 2001, among the Company, each subsidiary listed on Schedule I thereto, and Citicorp USA, Inc. (Incorporated by reference to Exhibit 10.11 of the Company’s Current Report on Form 8-K dated January 14, 2002)
10-www(5)	Amendment No. 1, dated as of March 21, 2002, to the Revolving Credit Agreement, dated as of December 21, 2002, among the Company, the lenders party thereto, and Citicorp USA, Inc. (Incorporated by reference to Exhibit 10-www(5) of the Company’s Form 10-Q for the Quarter ended March 31, 2002)
10-www(6)	Omnibus Amendment Agreement dated January 25, 2002, among the Company, Citicorp USA, Inc., and the other signatories thereto (Incorporated by reference to Exhibit 10-www(6) of the Company’s Form 10-Q for the Quarter ended March 31, 2002)
10-www(7)	Omnibus Amendment Agreement No. 2 dated March 27, 2002, among the Company, Citicorp USA, Inc., and the other signatories thereto (Incorporated by reference to Exhibit 10-www(7) of the Company’s Form 10-Q for the Quarter ended March 31, 2002)
10-www(8)	Amendment No. 2, dated June 21, 2002, to the Revolving Credit Agreement, dated December 21, 2001, among the Company, the lenders party thereto, and Citicorp USA, Inc. (Incorporated by reference to Exhibit 10-www(8) of the Company’s Form 10-Q for the Quarter ended June 30, 2002)

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Exhibit No.	Description
10-www(9)	Amendment No. 1, dated as of March 3, 2003, to the Security Agreement, dated as of December 21, 2001, among the Company, each subsidiary of the Company listed on Schedule I thereto, and Citicorp USA, Inc.
10-www(10)	Amendment No. 1, dated as of March 3, 2003, to the Pledge Agreement, dated as of December 21, 2001, among the Company, each subsidiary of the Company listed on Schedule I thereto, and Citicorp USA, Inc.
10-www(11)	Italian Supplement, dated as of March 3, 2003, to the Pledge Agreement, dated as of December 21, 2001, among the Company, each subsidiary of the Company listed on Schedule I thereto, and Citicorp USA, Inc.
10-www(12)	Amendment No. 3, dated as of March 11, 2003, to the Revolving Credit Agreement, dated as of December 21, 2001, among the Company, the lenders party thereto, and Citicorp USA, Inc.
10-xxx	Reimbursement Agreement, dated as of December 21, 2001 by and among the Company, TPG Partners III, L.P., TCW/Crescent Mezzanine Partners III, L.P, TCW/Crescent Mezzanine Trust III, Green Equity Investors III, L.P. and Green Equity Investors Side III, L.P, and Citicorp USA, Inc. (Incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K dated January 14, 2002)
10-xxx(1)	Amended and Restated Security Agreement, dated as of December 21, 2001, among the Company, each subsidiary listed on Schedule I thereto, and Citicorp USA, Inc. (Incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K dated January 14, 2002)
10-xxx(2)	Amended and Restated Pledge Agreement, dated as of December 21, 2001, among the Company, each subsidiary listed on Schedule I thereto, and Citicorp USA, Inc. (Incorporated by reference to Exhibit 10.3 of the Company’s Current Report on Form 8-K dated January 14, 2002)
10-xxx(3)	Amended and Restated Indemnity, Subrogation and Contribution Agreement, dated as of December 21, 2001, among the Company, each subsidiary listed on Schedule I thereto, and Citicorp USA, Inc. (Incorporated by reference to Exhibit 10.4 of the Company’s Current Report on Form 8-K dated January 14, 2002)
10-xxx(4)	Amended and Restated Guarantee Agreement, dated as of December 21, 2001, among the Company, each subsidiary listed on Schedule I thereto, and Citicorp USA, Inc. (Incorporated by reference to Exhibit 10.5 of the Company’s Current Report on Form 8-K dated January 14, 2002)
10-xxx(5)	Amendment No. 1, dated as of March 3, 2003, to the Amended and Restated Security Agreement, dated as of December 21, 2001, among the Company, each subsidiary of the Company listed on Schedule I thereto, and Citicorp USA, Inc.
10-xxx(6)	Amendment No. 1, dated as of March 3, 2003, to the Amended and Restated Pledge Agreement, dated as of December 21, 2001, among the Company, each subsidiary of the Company listed on Schedule I thereto, and Citicorp USA, Inc.
10-xxx(7)	Italian Supplement, dated as of March 3, 2003, to the Amended and Restated Pledge Agreement, dated as of December 21, 2001, among the Company, each subsidiary of the Company listed on Schedule I thereto, and Citicorp USA, Inc.
10-yyy	U.S. $50,000,000 Second Amended and Restated Revolving Credit Agreement dated as of September 4, 2001 among the Company, MEMC Pasadena, Inc. and E.ON AG (Incorporated by reference to Exhibit 10-yyy of the Company’s Form 10-Q for the Quarter ended September 30, 2001)

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Exhibit No.	Description
10-yyy(1)	Amendment No. 1 to the Second and Restated Revolving Credit Agreement dated as of September 28, 2001 among the Company, MEMC Pasadena, Inc. and E.ON AG (Incorporated by reference to Exhibit 10-yyy(1) of the Company’s Form 10-Q for the Quarter ended September 30, 2001)
10-yyy(2)	Amended and Restated Security Agreement dated as of July 26, 2001 among the Company, MEMC Pasadena, Inc. and E.ON AG (Incorporated by reference to Exhibit 10-yyy(2) of the Company’s Form 10-Q for the Quarter ended September 30, 2001)
10-yyy(3)	Amendment No 1. To the Security Agreement dated September 4, 2001 among the Company, MEMC Pasadena, Inc. and E.ON AG (Incorporated by reference to Exhibit 10-yyy(3) of the Company’s Form 10-Q for the Quarter ended September 30, 2001)
10-yyy(4)	Amended and Restated Pledge Agreement dated as of September 28, 2001 between the Company and E.ON AG (Incorporated by reference to Exhibit 10-yyy(4) of the Company’s Form 10-Q for the Quarter ended September 30, 2001)
10-yyy(5)	Pledge Agreement dated as of September 28, 2001 between the Company and E.ON AG (Incorporated by reference to Exhibit 10-yyy(5) of the Company’s Form 10-Q for the Quarter ended September 30, 2001)
10-zzz	Termination and Funding Agreement, dated as of December 21, 2001, by and among the Company, TPG Wafer Credit Partners LLC, T(3) Partners II, L.P., T(3) Parallel II, L.P., TCW/Crescent Mezzanine Partners III, L.P., TCW/Crescent Mezzanine Trust III, Green Equity Investors III, L.P., Green Equity Investors Side III, L.P., and Citicorp USA, Inc. (Incorporated by reference to Exhibit 10.6 of the Company’s Current Report on Form 8-K dated January 14, 2002)
13	Pages 12 through 54 and page 56 of the Company’s 2002 Annual Report
21	Subsidiaries of the Company
23	Consent of KPMG LLP
24	Powers of Attorney submitted by Robert J. Boehlke, Jean-Marc Chapus, James Coulter, John Danhakl, Gene J. Frantz, John Marren, C. Douglas Marsh, William E. Stevens and William D. Watkins
*	Confidential treatment of certain portions of these documents has been granted.
†	These exhibits constitute management contracts, compensatory plans and arrangements required to be filed as an exhibit to this form pursuant to Item 14(c) of this report.

(b) REPORTS ON FORM 8-K

During the fourth quarter of 2002, we filed the following current report on Form 8-K:

Item 7 and Item 9 Form 8-K filed on November 13, 2002.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

MEMC Electronic Materials, Inc.
By:	/s/    NABEEL GAREEB
	Nabeel Gareeb
	President and Chief Executive Officer

Date: March 20, 2003

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons, on behalf of the registrant and in the capacities and on the dates indicated.

Signature	Title	Date
/s/    NABEEL GAREEB Nabeel Gareeb	President, Chief Executive Officer and Director (Principal executive officer)	March 20, 2003
/s/    JAMES M. STOLZE James M. Stolze	Executive Vice President and Chief Financial Officer (Principal financial and accounting officer)	March 20, 2003
/s/    JAMES M. STOLZE* Robert J. Boehlke	Director	March 20, 2003
/s/    JAMES M. STOLZE* Jean-Marc Chapus	Director	March 20, 2003
/s/    JAMES M. STOLZE* James Coulter	Director	March 20, 2003
/s/    JAMES M. STOLZE* John Danhakl	Director	March 20, 2003
/s/    JAMES M. STOLZE* Gene J. Frantz	Director	March 20, 2003
/s/    JAMES M. STOLZE* John Marren	Chairman of the Board of Directors	March 20, 2003
/s/    JAMES M. STOLZE* C. Douglas Marsh	Director	March 20, 2003
/s/    JAMES M. STOLZE* William E. Stevens	Director	March 20,2003
/s/    JAMES M. STOLZE* William D. Watkins	Director	March 20, 2003

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*James M. Stolze, by signing his name hereto, does sign this document on behalf of the above noted individuals, pursuant to powers of attorney duly executed by such individuals which have been filed as an Exhibit to this Report.

/s/    JAMES M. STOLZE        

James M. Stolze

Attorney-in-Fact

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Certification

I, Nabeel Gareeb, certify that:

1. I have reviewed this annual report on Form 10-K of MEMC Electronic Materials, Inc.;

2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;

3. Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;

4. The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;

b) evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the “Evaluation Date”); and

c) presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

5. The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and

6. The registrant’s other certifying officers and I have indicated in this annual report whether there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

Date: March 20, 2003	/s/    NABEEL GAREEB
	Nabeel Gareeb
	Chief Executive Officer and President

Certification

I, James M. Stolze, certify that:

1. I have reviewed this annual report on Form 10-K of MEMC Electronic Materials, Inc.;

2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;

3. Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;

4. The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;

b) evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the “Evaluation Date”); and

c) presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

5. The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and

6. The registrant’s other certifying officers and I have indicated in this annual report whether there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

Date: March 20, 2003	/s/    JAMES M. STOLZE
	James M. Stolze
	Executive Vice President and Chief Financial Officer

EXHIBIT INDEX

The following exhibits are filed as part of this report.

Exhibit No.	Description
4-a(6)	Amendment No. 2, dated as of March 3, 2003, to Amended and Restated Indenture, dated as of December 21, 2001, among the Company, Citibank, N.A., as trustee, and Citicorp USA, Inc., as collateral agent
4-a(7)	Amendment No. 1, dated as of March 3, 2003, to the Pledge Agreement, dated as of November 13, 2001, among the Company, each subsidiary of the Company listed on Schedule I thereto, and Citicorp USA, Inc.
4-a(8)	Italian Supplement, dated as of March 3, 2003, to the Pledge Agreement, dated as of November 13, 2001, among the Company, each subsidiary of the Company listed on Schedule I thereto, and Citicorp USA, Inc.
10-i(2)	Amendment No. 2 to Registration Rights Agreement dated November 14, 2002 among the Company, TPG Wafer Holdings, LLC and the Guarantors specified therein
10-cc(12)	Form of Stock Option Agreement (Outside Directors)
10-dd(3)	Form of Stock Option Agreement (End Of Contract Vesting)
10-kk	Employment Agreement dated as of January 1, 2002 between the Company and James G. Weathers
10-mm	Employment Agreement dated as of January 1, 2002 between the Company and Thomas P. Stiffler
10-aaa	Revolving Credit Agreement, dated as of December 5, 2002, among the Company, the lenders party thereto, and Citicorp USA, Inc.
10-aaa(1)	Security Agreement, dated as of March 3, 2003, among the Company, each subsidiary of the Company listed on Schedule I thereto, and Citicorp USA, Inc.
10-aaa(2)	Pledge Agreement, dated as of March 3, 2003, among the Company, each subsidiary of the Company listed on Schedule I thereto, and Citicorp USA, Inc.
10-aaa(3)	Italian Supplement, dated as of March 3, 2003, to the Pledge Agreement, dated as of March 3, 2003, among the Company, each subsidiary of the Company listed on Schedule I thereto, and Citicorp USA, Inc.
10-aaa(4)	Indemnity, Subrogation and Contribution Agreement, dated as of March 3, 2003, among the Company, each subsidiary of the Company listed on Schedule I thereto, and Citicorp USA, Inc.
10-aaa(5)	Guarantee Agreement, dated as of March 3, 2003, among the Company, each subsidiary of the Company listed on Schedule I thereto, and Citicorp USA, Inc.
10-vvv(3)	Amendment No. 1, dated as of March 3, 2003, to the Euro 55,000,000 Second Amended and Restated Credit Agreement dated as of September 6, 2002 between MEMC Electronic Materials, S.p.A. and TPG Wafer Partners LLC

Exhibit No.	Description
10-www(9)	Amendment No. 1, dated as of March 3, 2003, to the Security Agreement, dated as of December 21, 2001, among the Company, each subsidiary of the Company listed on Schedule I thereto, and Citicorp USA, Inc.
10-www(10)	Amendment No. 1, dated as of March 3, 2003, to the Pledge Agreement, dated as of December 21, 2001, among the Company, each subsidiary of the Company listed on Schedule I thereto, and Citicorp USA, Inc.
10-www(11)	Italian Supplement, dated as of March 3, 2003, to the Pledge Agreement, dated as of December 21, 2001, among the Company, each subsidiary of the Company listed on Schedule I thereto, and Citicorp USA, Inc.
10-www(12)	Amendment No. 3, dated as of March 11, 2003, to the Revolving Credit Agreement, dated as of December 21, 2001, among the Company, the lenders party thereto, and Citicorp USA, Inc.
10-xxx(5)	Amendment No. 1, dated as of March 3, 2003, to the Amended and Restated Security Agreement, dated as of December 21, 2001, among the Company, each subsidiary of the Company listed on Schedule I thereto, and Citicorp USA, Inc.
10-xxx(6)	Amendment No. 1, dated as of March 3, 2003, to the Amended and Restated Pledge Agreement, dated as of December 21, 2001, among the Company, each subsidiary of the Company listed on Schedule I thereto, and Citicorp USA, Inc.
10-xxx(7)	Italian Supplement, dated as of March 3, 2003, to the Amended and Restated Pledge Agreement, dated as of December 21, 2001, among the Company, each subsidiary of the Company listed on Schedule I thereto, and Citicorp USA, Inc.
13	Pages 12 through 54 and page 56 of the Company’s 2002 Annual Report
21	Subsidiaries of the Company
23	Consent of KPMG LLP
24	Powers of Attorney submitted by Robert J. Boehlke, Jean-Marc Chapus, James Coulter, John Danhakl, Gene J. Frantz, John Marren, C. Douglas Marsh, William E. Stevens and William D. Watkins

INDEPENDENT AUDITORS’ REPORT

The Board of Directors and Stockholders

MEMC Electronic Materials, Inc.:

Under date of January 23, 2003, we reported on the consolidated balance sheets of MEMC Electronic Materials, Inc. and subsidiaries as of December 31, 2002 and 2001, and the related consolidated statements of operations, stockholders’ equity (deficiency) and cash flows for the year ended December 31, 2002, the periods from January 1, 2001 through November 13, 2001 and from November 14, 2001 through December 31, 2001 and for the year ended December 31, 2000, as contained in the 2002 annual report to stockholders. These consolidated financial statements and our report thereon are incorporated by reference in the annual report on Form 10-K for the year ended December 31, 2002. In connection with our audits of the aforementioned consolidated financial statements, we also audited the related financial statement schedules as listed in item 15 of this Form 10-K. These financial statement schedules are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statement schedules based on our audits.

In our opinion, such financial statement schedules, when considered in relation to the basic consolidated financial statements taken as a whole, present fairly, in all material respects, the information set forth therein.

As discussed in note 2 to the Consolidated Financial Statements, MEMC’s former majority shareholder divested of its interest in MEMC to an unaffiliated investor group. The transaction has been accounted for as a purchase, and the investor group’s basis in MEMC has been pushed-down to the MEMC accounting records creating a new basis of accounting, effective November 13, 2001. As a result of the acquisition, the consolidated financial information for the period after the acquisition is presented on a different cost basis than that for the periods before the acquisition and, therefore, is not comparable.

/s/    KPMG LLP

St. Louis, Missouri

January 23, 2003

F-1

MEMC ELECTRONIC MATERIALS, INC.

SCHEDULE I—CONDENSED FINANCIAL INFORMATION OF THE REGISTRANT

MEMC ELECTRONIC MATERIALS, INC.

CONDENSED STATEMENTS OF OPERATIONS

(Dollars in thousands)

	Year ended December 31, 2002			November 14 through December 31, 2001			January 1 through November 13, 2001			Year ended December 31, 2000
	(Successor)			(Successor)			(Predecessor)			(Predecessor)
Net sales	$	341,242		$	21,924		$	248,276		$	478,853
Cost of goods sold		316,047			28,811			271,398			448,951
Gross margin		25,195			(6,887	)		(23,122	)		29,902
Operating expenses:
Marketing and administration		44,232			5,258			37,049			46,331
Research and development		19,904			4,556			37,692			41,530
Restructuring		6,021			2,554			1,668			—
Operating loss		(44,962	)		(19,255	)		(99,531	)		(57,959	)
Nonoperating (income) expense:
Interest expense		464,802			5,968			65,605			72,923
Nonoperating (income) expense, net		(39,979	)		3,255			(11,797	)		(23,219	)
Total nonoperating expense		424,823			9,223			53,808			49,704
Loss before income taxes, equity in income (loss) of joint ventures and subsidiaries		(469,785	)		(28,478	)		(153,339	)		(107,663	)
Income taxes		1,183			5,470			184,972			(21,141	)
Loss before equity in income (loss) of joint ventures and subsidiaries		(470,968	)		(33,948	)		(338,311	)		(86,522	)
Equity in income of joint ventures		—			—			380			17,020
Equity in income (loss) of subsidiaries		465,898			4,551			(151,094	)		26,112
Net loss	$	( 5,070	)	$	(29,397	)	$	(489,025	)	($	43,390	)

See accompanying notes to the condensed financial information of the registrant.

F-2

MEMC ELECTRONIC MATERIALS, INC.

CONDENSED BALANCE SHEETS

(Dollars in thousands)

	December 31, 2002			December 31, 2001
ASSETS
Current assets:
Cash and cash equivalents	$	17,054		$	25,393
Accounts receivable, less allowance for doubtful accounts of $498 and $965 in 2002 and 2001, respectively		34,213			16,676
Accounts receivable from subsidiaries		26,332			21,601
Inventories		27,836			18,368
Prepaid and other current assets		4,451			4,660
Total current assets		109,886			86,698
Property, plant and equipment, net of accumulated depreciation $65,791 and $52,522 in 2002 and 2001, respectively		64,792			73,285
Investments in and advances to subsidiaries		61,947			50,183
Other assets		1,904			5,348
Total assets	$	238,529		$	215,514
LIABILITIES AND STOCKHOLDERS’ DEFICIENCY
Current liabilities:
Accounts and notes payable	$	9,795		$	35,938
Accounts payable to subsidiaries		36,129			17,607
Accrued liabilities		50,665			53,358
Total current liabilities		96,589			106,903
Long-term debt		70,000			30,000
Other liabilities		96,620			98,860
Total liabilities		263,209			235,763
Redeemable preferred stock		—			4,247
Commitments and contingencies
Stockholders’ deficiency:
Common stock		1,965			705
Other stockholders’ deficiency		(26,645	)		(25,201	)
Total stockholders’ deficiency		(24,680	)		(24,496	)
Total liabilities and stockholders’ deficiency	$	238,529		$	215,514

See accompanying notes to the condensed financial information of the registrant.

F-3

MEMC ELECTRONIC MATERIALS, INC.

CONDENSED STATEMENTS OF CASH FLOWS

(Dollars in thousands)

	December 31, 2002			November 14 through December 31, 2001			January 1 through November 13, 2001			December 31, 2000
	(Successor)			(Successor)			(Predecessor)			(Predecessor)
Net cash provided by (used in) operating activities	$	(798	)	$	(20,708	)	$	(88,621	)	$	(56,803	)
Cash flows from investing activities:
Capital expenditures		(5,276	)		(1,420	)		(17,478	)		(21,856	)
Cash dividends from subsidiaries		4,198			—			51,724			10,000
Other investing activities, net		82			(9	)		(270	)		218
Net cash provided by (used in) investing activities		(996	)		(1,429	)		33,976			(11,638	)
Cash flows from financing activities:
Net debt		40,000			30,000			106,380			29,954
Proceeds from issuance of common stock		703			—			—			958
Subsidiary (advances) and repayments		(47,248	)		(457	)		(56,275	)		43,204
Capital contributions from E.ON AG		—			37,000			—			—
Expenses related to recapitalization		—			(24,220	)		—			—
Net cash provided by (used in) financing activities		(6,545	)		42,323			50,105			74,116
Net increase (decrease) in cash and cash equivalents		(8,339	)		20,186			(4,540	)		5,675
Cash and cash equivalents at beginning of period		25,393			5,207			9,747			4,072
Cash and cash equivalents at end of period	$	17,054		$	25,393		$	5,207		$	9,747

See accompanying notes to the condensed financial information of the registrant.

F-4

Notes to Condensed Financial Information of the Registrant

(1) Inventories

Our inventories consist of the following:

	December 31, 2002		December 31, 2001
Raw materials and supplies	$	4,391	$	4,965
Goods in process		5,072		6,172
Finished goods		18,373		7,231
	$	27,836	$	18,368

(2) Commitments and Contingencies

We lease equipment and automobiles under operating leases. This table shows the future rental commitments under noncancellable operating leases at December 31, 2002:

2003	$	839
2004		480
2005		126
Total	$	1,445

(3) Debt

The Company has borrowed $70,000 against its $150,000 five-year revolving credit facility with Citibank/UBS which matures in 2007. In addition, the Company has a $35,000 five-year revolving credit facility with TPG maturing in 2007, which has not been borrowed against at December 31, 2002.

The Company has $50,000 in principal amount of senior subordinated secured notes maturing in 2007. These notes have been recorded at their fair market value of one dollar and we are accreting these notes up to their face value during the six years preceding their maturity using the effective interest method. At December 31, 2002, the accreted value of these notes was less than one thousand dollars; however, the face value of these notes plus accrued stated interest was approximately $55,000.

The aggregate amounts of debt maturing after December 31, 2002 are as follows:

	Face Value Plus Accrued Stated Interest		Carrying Amount
2003	$	202	$	202
2006		70,000		70,000
2007		55,000		—
Total	$	125,202	$	70,202

(4) Interest Expense

Interest expense and equity in income of subsidiaries in 2002 include $457,720 of non-cash interest recorded as expense at the registrant and as income at a wholly-owned subsidiary related to certain intercompany notes owed by the registrant to this

F-5

wholly-owned subsidiary. These notes were acquired by the wholly-owned subsidiary in connection with the registrant’s November, 2001 restructuring and were subsequently cancelled in December, 2002.

F-6

MEMC ELECTRONIC MATERIALS, INC. AND SUBSIDIARIES

SCHEDULE II—VALUATION AND QUALIFYING ACCOUNTS

	Balance at Beginning of Period	Charged to Costs and Expenses		Charged to Other Accounts – Describe		Deductions – Describe		Balance at End of Period
	(Dollars in thousands)
Allowance for doubtful accounts:
Year ended December 31, 2000	2,409	689		3	(a)(e)	(12	)(b)	3,089
Year ended December 31, 2001	3,089	419		(115	)(a)	(52	)(b)	3,341
Year ended December 31, 2002	3,341	597		328	(a)	(972	)(b)	3,294
Inventory reserves:
Year ended December 31, 2000	12,706	7,136	(d)	(413	)(a)	(8,898	)(c)	10,531
Year ended December 31, 2001	10,531	16,152	(d)	(1,075	)(a)	(8,115	)(c)	17,493
Year ended December 31, 2002	17,493	2,704	(d)	(615	)(a)(f)	(8,421	)(c)	11,161
Spare parts reserves:
Year ended December 31, 2000	3,979	3,246	(d)	12	(a)	(809	)(c)	6,428
Year ended December 31, 2001	6,428	3,060	(d)	723	(a)	(1,991	)(c)	8,220
Year ended December 31, 2002	8,220	3,449	(d)	1,603	(a)(f)	(3,099	)(c)	10,173

(a) Currency fluctuations

(b) Write-off of uncollectible accounts

(c) Write-off of inventory

(d) Charged to cost of goods sold

(e) Increase due to consolidation of MEMC Korea Company

(f) Includes transfers between inventory and spare parts reserve

F-7

EX-4.A(6)

Exhibit 4-a(6)

AMENDMENT NO. 2 TO THE AMENDED AND RESTATED INDENTURE

AMENDMENT NO. 2, dated as of March 3, 2003 (this "Amendment No. 2") to the Amended and Restated Indenture, dated as of December 21, 2001, among MEMC ELECTRONIC MATERIALS, INC., a Delaware corporation (the "Issuer"), CITIBANK, N.A., as trustee (the "Trustee") and CITICORP USA, INC., as collateral agent (the "Collateral Agent"), as amended by Amendment No. 1 to the Amended and Restated Indenture, dated March 27, 2002, among the parties therein (together as further amended, modified or supplemented from time to time, the "Indenture").

W I T N E S S E T H :

WHEREAS, pursuant to Section 10.02 of the Indenture, the Issuer and the Trustee wish to amend the Indenture as set forth herein;

WHEREAS, each of the Issuer and the undersigned Holders of Notes agree that such amendment shall be beneficial to both the Issuer and the Holders and shall not be in any manner materially adverse to the Holders;

WHEREAS, the undersigned Holders collectively hold or beneficially own all of the principal amount of the Notes outstanding as of the date hereof and wish to consent to such amendment; and

NOW THEREFORE, in consideration of the foregoing premises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

1. Definitions. Capitalized terms used herein and not defined herein have the meanings assigned to them in the Indenture.

2. Amendment to the Indenture.

(a) The preamble is hereby amended as follows:

(i) the phrase "Revolving Loan Documentation" at the end of the third WHEREAS clause is deleted and replaced with the phrase "Citibank Revolving Loan Documentation".

(ii) the following WHEREAS clauses are inserted immediately after the third WHEREAS clause and before the fourth WHEREAS clause:

WHEREAS, the Issuer 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 such agreement may be further amended, restated, modified or supplemented at any time and from time to time, the "Investor Revolving Credit Agreement"), pursuant to which the Investor Lenders have committed to provide the Issuer 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 Issuer has executed, for the benefit of the Investor Lenders and other secured parties (i) a guarantee agreement, a security agreement, a pledge agreement and an indemnity, subrogation and contribution agreement attached as exhibits to the Investor Revolving Credit Agreement and (ii) other security documents and ancillary documents

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executed in connection therewith (the Citibank Revolving Loan Documentation, the Investor Revolving Credit Agreement and the documents named in clauses (i) and (ii), collectively, together with any document executed as an amendment to, restatement of, substitution for or replacement of, any such document, the "Revolving Loan Documentation").

WHEREAS, the parties hereto desire the Indebtedness evidenced by the Notes to be subordinated in right of payment, to the extent and in the manner provided in Article 12 hereof, to the prior payment in full of the obligations of the Issuer under the Revolving Loan Documentation.

(b) The definition of "Citibank Revolving Loan Documentation" is hereby added in Section 1.01 to read in its entirety as follows:

"Citibank Revolving Loan Documentation" has the meaning provided in the preamble.

(c) The definition of "Investor Lenders" is hereby added in Section 1.01 as follows:

"Investor Lenders" has the meaning provided in the preamble.

(d) The definition of "Investor Revolving Credit Agreement" is hereby added in Section 1.01 as follows:

"Investor Revolving Credit Agreement" has the meaning provided in the preamble.

(e) The definition of "lenders under the Revolver Obligations" in Section 1.01 is hereby amended to read in its entirety as follows:

"lenders under the Revolver Obligations" (and derivations of that phrase, including "lenders under such Revolver Obligations") means, collectively, (i) the "Lenders" who are parties to the Revolving Credit Agreement, (ii) the "Investor Lenders" and (iii) the "Fund Guarantors" who are parties to the Reimbursement Agreement.

(f) The definition of "Revolver Obligations" in Section 1.01 is hereby amended to read in its entirety as follows:

"Revolver Obligations" means, collectively (i) the "Revolving Credit Obligations" as such term is defined in the security agreement attached as an Exhibit to the Revolving Credit Agreement, (ii) the "Reimbursement Obligations" as such term is defined in the security agreement attached as an Exhibit to the Reimbursement Agreement and (iii) the "Investor Revolver Obligations" as such term is defined in the security agreement attached as an Exhibit to the Investor Revolving Credit Agreement. For the avoidance of doubt, the term "Revolver Obligations" shall include any substitution for, or replacement of, the obligations identified in numbered clauses (i), (ii) and (iii) of this definition.

3. Effective Date. This Amendment No. 2 shall become effective as of the date first written above (the "Second Amendment Effective Date").

4. Reference to and Effect on the Indenture.

(a) On and after the Second Amendment Effective Date, each reference in the Indenture to "this Indenture", "hereunder", "hereof", "herein" or words of like import referring to the Indenture, shall mean and be a reference to the Indenture as amended by this Amendment No. 2.

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(b) Except as specifically amended by this Amendment No. 2, the Indenture shall remain in full force and effect and is hereby in all respects ratified and confirmed.

(c) The execution, delivery and performance of this Amendment No. 2 shall not, except as expressly provided herein, constitute a waiver or amendment of any provision of, or operate as a waiver or amendment of any right, power or remedy of the Trustee or the Holders under the Indenture.

5. Consent of Holders. The undersigned Holders hereby consent to this Amendment No. 2.

6. GOVERNING LAW. THIS AMENDMENT NO. 2 SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

7. Counterparts. This Amendment No. 2 may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same instrument.

8. Recitals. The recitals contained herein shall be taken as statements of the Issuer and the undersigned Holders, and the Trustee assumes no responsibility for their correctness. The Trustee makes no representations as to the validity or sufficiency of this Amendment No. 2.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 2 to be executed by their respective officers thereunto duly authorized, as of the date first above written.

MEMC ELECTRONIC MATERIALS, INC., as Issuer By: /s/ Kenneth L. Young Name: Kenneth L. Young Title: Treasurer
By /s/ James M. Stolze Name: James M. Stolze Title: Executive Vice President and Chief Financial Officer
	CITIBANK, NA, as Trustee By: /s/ Allen Fisher Name: Allen Fisher Title: Vice President
	HOLDERS: TPG WAFER PARTNERS LLC By: Richard A. Ekleberry Name: Richard A. Ekleberry Title: Vice President

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TPG WAFER MANAGEMENT LLC

By: Richard A. Ekleberry
Name: Richard A. Ekleberry
Title: Vice President

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EX-4.A(7)

Exhibit 4-a(7)

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 November 13, 2001 (as amended, supplemented or otherwise modified from time to time, the "Pledge Agreement"), among MEMC Electronic Materials, Inc., a Delaware corporation (the "Issuer"), each subsidiary of the Issuer party thereto (collectively, together with the Issuer, the "Pledgors and Guarantors") 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 Pledgors and Guarantors (including the Issuer) and the Collateral Agent are parties to the Pledge Agreement, which was attached as Exhibit D to the Indenture;

WHEREAS, the Pledgors and Guarantors (including the Issuer) have noticed certain inconsistencies in the Pledge Agreement due to scrivener's errors, and wish to cure such inconsistencies so that the Pledge Agreement will be interpreted in accordance with the intent of the parties thereto;

WHEREAS, pursuant to Section 11 of the Pledge Agreement, the Pledge Agreement may be amended or modified pursuant to a written agreement between the Collateral Agent and the Pledgor and Guarantor or Pledgors and Guarantors with respect to which such amendment or modification is to apply, subject to any consent required in accordance with Article 10 of the Indenture; 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 or the Indenture are used herein as therein defined.

2. Amendments to the Pledge Agreement.

(a)  The definition of Pledgors and Guarantors in the preamble to the Pledge Agreement (and any Annex thereto) is amended, for purposes of the Pledge Agreement, by adding the words "together with the Issuer," between the word "collectively," and the word "the", as follows (added language in bold type):

 PLEDGE AGREEMENT dated as of November 13, 2001, among MEMC ELECTRONIC MATERIALS, INC., a Delaware corporation (the "Issuer"), and each subsidiary of the Issuer listed on Schedule I hereto (each such subsidiary individually a "Pledgor and Guarantor" and collectively, together with the Issuer, the "Pledgors and Guarantors") and Citicorp USA, Inc., a Delaware corporation, as collateral agent (in such capacity, the "Collateral Agent") for the Secured Parties (as defined in the Security Agreement).

(b) The first paragraph of the Pledge Agreement is hereby amended by inserting the following sentence at the end of the first paragraph: "For the avoidance of doubt, each reference herein to "each Pledgor and Guarantor" or any derivative form thereof shall include the Issuer, unless indicated otherwise by the parenthetical "(other than the Issuer)" after such reference.".

(c) Section 3(c) is hereby amended to delete the parenthetical "(other than the Lien created by this Agreement)" and replace it with the parenthetical "(other than Liens created by the Revolving Loan Documentation and this Agreement)".

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(d) In the second sentence of Section 9(c), the reference to "Section 8" is replaced with "Section 9".

(e) Sections 16 and 25 are amended by adding the parenthetical "(other than the Issuer)" after the word "Guarantor" as follows (added language in bold type):

SECTION 16. Notices. All communications and notices hereunder shall be in writing and given as provided in Section 13.02 of the Indenture. All communications and notices hereunder to any Pledgor and Guarantor (other than the Issuer) shall be given to it at the address or telecopy number set forth on Schedule I, with a copy to the Issuer.

* * *

SECTION 25. Limitation on Security Interest. Anything contained in this Agreement to the contrary notwithstanding, the obligation hereunder secured by each Pledgor and Guarantor (other than the Issuer) shall be limited to a maximum aggregate amount equal to the greatest amount that would not render such Pledgor and Guarantor's secured obligations hereunder subject to avoidance as a fraudulent transfer or conveyance under Section 548 of Title 11 of the United States Code or any provisions of applicable state law (collectively, the "Fraudulent Transfer Laws"), in each case after giving effect to all liabilities of such Pledgor and Guarantor, contingent or otherwise, that would be taken into account in determining whether the incurrence of the obligation would constitute a fraudulent conveyance under the Fraudulent Transfer Laws and after giving effect, both in determining such Pledgor and Guarantor's probable debt hereunder and in determining its assets, to the existence of any rights t o subrogation, contribution, reimbursement, indemnity or similar rights of such Pledgor and Guarantor pursuant to (a) applicable law or (b) any agreement, including the Indemnity, Subrogation and Contribution Agreement.

3. Effectiveness. This Amendment No. 1 shall become effective when the Collateral Agent receives counterparts hereof duly executed by the Pledgors and Guarantors (including the Issuer) and the Collateral Agent. The Pledge Agreement shall be interpreted as if the foregoing amendments were incorporated with effect from November 13, 2001.

4. Continuing Effect of Pledge Agreement. Except as amended hereby, the provisions of the Pledge Agreement are and shall remain in full force and effect. This Amendment No. 1 shall not be construed as a waiver or consent to any further or future action on the part of the any of the Pledgors and Guarantors (including the Issuer) that would require a waiver or consent of the Collateral Agent and/or the Holders.

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, each of the Pledgors and Guarantors (including the Issuer) and the Collateral Agent have caused this Amendment No. 1 to be executed and delivered by its duly authorized officer as

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of the date first above written.

	MEMC ELECTRONIC MATERIALS, INC., as Issuer By: /s/ Kenneth L. Young Name: Kenneth L. Young Title: Treasurer
	EACH OF THE OTHER PLEDGORS AND GUARNATORS
	By: /s/ Kenneth L. Young Name: Kenneth L. Young, in his capacity as Treasurer for each of the Guarantors
	CITICORP USA, INC. as Collateral Agent By: /s/ Allen Fisher Name: Allen Fisher Title: Vice President
CONSENTED TO AND AGREED
	TPG WAFER PARTNERS LLC., as Holder By: /s/ Richard A. Ekleberry Name: Richard A. Ekleberry Title: Vice President
	TPG WAFER MANAGEMENT LLC, as Holder By: /s/ Richard A. Ekleberry Name: Richard A. Ekleberry Title: Vice President
		TCW/CRESCENT MEZZANINE PARTNERS III, L.P., TCW/CRESCENT MEZZANINE TRUST III and TCW/CRESCENT MEZZANINE PARTNERS III NETHERLANDS, L.P., as Holders TCW/Crescent Mezzanine Management III, L.L.C., as its Investment Manager 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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GREEN EQUITY INVESTORS III, L.P., as Holder

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

By: /s/ John Danhakl
Name: John Danhakl
Title:

GREEN EQUITY INVESTORS SIDE III, L.P., as Holder

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

By: /s/ John Danhakl
Name: John Danhakl
Title:

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EX-4.A(8)

Exhibit 4-a(8)

ITALIAN SUPPLEMENT TO THE PLEDGE AGREEMENT
RELATING TO THE AMENDED AND RESTATED INDENTURE

This ITALIAN SUPPLEMENT, dated as of March 3, 2003 (as amended, supplemented or otherwise modified from time to time, the "Italian Supplement") to the PLEDGE AGREEMENT relating to the Indenture (as defined below) dated as of November 13, 2001 (as amended, supplemented or otherwise modified from time to time, the "Pledge Agreement"), is made among MEMC ELECTRONIC MATERIALS, INC., a Delaware corporation (the "Issuer" or the "Pledgor and Guarantor"), CITICORP USA, INC., as collateral agent, (in such capacity, the "Collateral Agent") and custodian, and CITICORP USA, INC. as attorney-in-fact acting in the name and on behalf of the Secured Parties (as defined in the Indenture that is defined below). The Pledge Agreement, as supplemented by this Italian Supplement, shall be referred to herein as this "Agreement". Unless otherwise defined herein or specified herein or amended hereby, capitalized terms used herein which are defined in the Pledge Agreeme nt, or the Indenture, are used herein as therein defined.

WITNESSETH

WHEREAS, the Pledgor and Guarantor and the Collateral Agent are parties to the Pledge Agreement, relating to the Amended and Restated Indenture dated as of December 21, 2001 among the Issuer, Citibank, N.A., as trustee and the Collateral Agent (as amended, supplemented or otherwise modified from time to time, the "Indenture");

WHEREAS, pursuant to that certain pledge agreement dated December 21, 2001 (as amended from time to time, the "Bank Revolver Pledge Agreement"), the pledgors thereunder agreed to pledge and grant to the Collateral Agent a security interest in the Collateral (as therein defined) for the ratable benefit of the secured parties under a revolving credit agreement, dated December 21, 2001, among the Issuer, the lenders party thereto, and Citicorp USA, Inc., as collateral agent and administrative agent (as amended, supplemented or otherwise modified from time to time, the "Bank Revolving Credit Agreement"), pursuant to which the lenders party thereto agreed to provide the Borrower with a revolving credit facility in an initial aggregate principal amount not to exceed U.S.$150,000,000;

WHEREAS, pursuant to that certain amended and restated pledge agreement dated December 21, 2001 (as amended from time to time, the "Reimbursement Pledge Agreement"), the pledgors thereunder agreed to pledge and grant to the Collateral Agent a security interest in the Collateral (as therein defined) for the ratable benefit of the secured parties under a reimbursement agreement, dated December 21, 2001, among the Issuer, the Fund Guarantors (as therein defined) and the Collateral Agent (as amended, supplemented or otherwise modified from time to time, the "Reimbursement Agreement"), pursuant to which the Issuer agreed to reimburse the Fund Guarantors for any and all payments made by the Fund Guarantors under the Guaranty (as therein defined);

WHEREAS, pursuant to that certain pledge agreement dated March 3, 2003 (as amended from time to time, the "Investor Revolver Pledge Agreement") the pledgors thereunder agreed to pledge and grant to the Collateral Agent a security interest in the Collateral (as therein defined) for the ratable benefit of the secured parties under a revolving credit agreement, dated December 5, 2002, among the Issuer, 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 "Investor Revolving Credit Agreement") pursuant to which the Investor Lenders (as defined therein) have committed to provide the Issuer with a revolving credit facility in an aggregate principal amount not to exceed $35,000,000;

WHEREAS, on March 3, 2003, the Issuer and Citicorp USA, Inc., acting both as collateral agent and as attorney-in-fact for each of the secured parties under the Bank Revolving Credit Agreement, the

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Reimbursement Agreement and the Investor Revolving Credit Agreement, respectively, have entered into, by way of exchange of correspondence, (i) that certain Italian supplement to the Bank Revolver Pledge Agreement (as amended, supplemented or otherwise modified from time to time, the "Bank Revolver Italian Supplement"); (ii) that certain Italian supplement to the Reimbursement Pledge Agreement (as amended, supplemented or otherwise modified from time to time, the "Reimbursement Italian Supplement"); and (iii) that certain Italian supplement to the Investor Revolver Pledge Agreement (as amended, supplemented or otherwise modified from time to time, the "Investor Revolver Italian Supplement") so as to perfect, including under Italian law, a first and a second degree security in terest over 65% of the issued and outstanding voting stock of MEMC Electronic Materials S.p.A. in favor of the respective secured parties thereunder;

WHEREAS, to induce the Holders to purchase the Notes, each of the Issuer, and the Pledgors and Guarantors agreed to secure and guarantee, among other things, all the obligations of the Issuer under the Indenture on a senior subordinated basis as set forth in Article 12 of the Indenture and Article II of the Guarantee Agreement;

WHEREAS, pursuant to the Restructuring Agreement and the Indenture, the Holders have agreed to purchase the Notes upon the terms and subject to the conditions specified therein and in particular subject to the execution and delivery by each of the Pledgors and Guarantors of the Pledge Agreement to secure (a) the due and punctual payment of (i) the principal of and interest (including interest accruing during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding) on the Notes, when and as due, whether at maturity, by acceleration, upon one or more dates set for redemption, retirement, repurchase or otherwise and (ii) all other monetary obligations, including fees, costs, expenses and indemnities, whether primary, secondary, direct, contingent, fixed or otherwise (including monetary obligations incurred during the pendency of any bankruptcy, insolvency, receivership or other similar procee ding, regardless of whether allowed or allowable in such proceeding), of the Issuer and the Pledgors and the Guarantors to the Secured Parties under the Indenture, the Notes and the Security Documents and (b) the due and punctual performance of all covenants, agreements, obligations and liabilities of the Issuer and the Pledgors and Guarantors under or pursuant to the Indenture, the Notes and the Security Documents (all the monetary and other obligations referred to in the preceding clauses (a) and (b) being collectively called the "Indenture Obligations");

WHEREAS, the Issuer, the Pledgors and Guarantors and the Collateral Agent have executed and delivered the Pledge Agreement to grant a security interest, on a senior subordinated basis, for the payment of and performance in full of the Indenture Obligations;

WHEREAS, the Issuer, the Secured Parties and the Collateral Agent desire to supplement and integrate the Pledge Agreement so as to perfect, including under Italian law, the security interest created for the ratable benefit of the Secured Parties over that part of the Collateral owned by the Issuer consisting of No. 42,250,000 ordinary shares of MEMC Electronic Materials S.p.A. (the "Italian Issuer") equal to 65% of the issued and outstanding voting stock of the Italian Issuer (the "Shares") and represented by certificate No. 64 of the Italian Issuer (the "Certificate"); and

WHEREAS, the parties hereto agree that this Agreement will only concern, relate, deal exclusively with the security interest created in accordance with New York law under the Pledge Agreement with respect to that portion of the Collateral consisting of the Shares which are represented by the Certificate.

NOW, THEREFORE, the Pledgor, and Citicorp USA, Inc., as the Collateral Agent and acting also in the name and on behalf of each of the Secured Parties (and each of their respective successors or assigns), hereby agree to supplement and integrate the Pledge Agreement, which will continue to be in

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full force and effect among the parties hereto and thereto, as follows.

On or after the date on which this Italian Supplement shall become effective, solely for purposes under or relating to this Italian Supplement, each reference in this Italian Supplement or the Pledge Agreement to "this Pledge Agreement", "Agreement", "hereunder", "hereof", "herein" or words of like import, shall mean and interpreted to be a reference to this Agreement (as defined in the Preamble hereof).

On or after the date on which this Italian Supplemented shall become effective, solely for purposes under or relating to this Italian Supplement, each reference in this Agreement to "Pledgors and Guarantors", "such Pledgor and Guarantor", "each Pledgor and Guarantor", or words of like import referring to the presence, under the Pledge Agreement, of Pledgors and Guarantors in addition to the Issuer, shall mean and interpreted to be a reference only to the Issuer as the sole pledgor of the Shares, and references to "Collateral" or words of like import shall mean and interpreted to be a reference to the Italian Collateral as defined in this Agreement.

The provisions of this Agreement specifying that the Collateral Agent acts on behalf and/or pursuant to the instructions of the Secured Parties means that the Collateral Agent will act on behalf and /or pursuant to the instructions of the Secured Parties (as defined in the Pledge Agreement) or such number or percentage of the Holders as shall be necessary under the circumstances as provided in Article 10 of the Indenture.

SECTION 1. Pledge.

For any and all purposes solely under this Italian Supplement, Section 1 of the Pledge Agreement shall be deleted in its entirety and replaced with the following text:

"SECTION 1. Pledge.

As security for the payment and performance, as the case may be, in full of the Indenture Obligations, the Pledgor and Guarantor has pledged and granted to the Collateral Agent, its successors and assigns, and has granted to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, among other things, a security interest (the "Pledge") in all of the Pledgor and Guarantor’s following rights and benefits (the "Pledged Rights") (a) the Shares namely, No. 42,250,000 ordinary shares of the Italian Issuer equal to 65% of the voting stock of such company (the "Pledged Interest" or, alternatively, the "Pledged Securities"; both expressions are deemed to include New Shares, as defined in (c) below) par value Euro 0.48, represented by the Certificate; (b) subject to Section 5 hereof, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise di buted, in respect of, in exchange for or upon the conversion of the Pledged Securities; (c) shares or stock of the Italian Issuer issued, accruing or subscribed to after the date hereof or otherwise acquired by the Issuer, including by means affecting the capital stock of the Italian Issuer, in relation to the Shares ("New Shares"); provided that the percentage of voting share capital represented by the Shares pledged herein (including New Shares and whether referred to as "Pledged Interest", "Pledged Securities or "Collateral") shall never exceed 65% of the issued and outstanding voting stock of the Italian Issuer; (d) subject to Section 5 hereof, all rights and privileges of the Pledgor and Guarantor with respect to the Shares and New Shares; and (e) all the proceeds of any of the foregoing (the items referred to in clauses (a) through (e) being collectively referred to as the "Italian Collateral").

Without prejudice to the provisions of the preceding paragraph, the secured obligations namely, the Indenture Obligations, shall include, but not be limited to (a) the total maximum amount, as principal, of the Notes, equal to U.S.$ 50,000,000; (b) all the interest due under the Notes; (c) all the fees, charges

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and all reasonable expenses (including legal and fiscal expenses) payable under the Indenture or the Notes incurred by, and any other sum paid by the Secured Parties or the Collateral Agent in relation to the enforcement of the pledge or the right arising from this Agreement; (d) the payment of any and all sums due or to become due by the Pledgor and Guarantor to the Secured Parties on account of the obligation to redeem the amounts received as unjustified enrichment or for similar cause as a consequence of nullity, voidness or invalidity of the Indenture, the Notes or the Security Documents; (e) the payment of any sum due or to become due, at any time and from time to me, by the Pledgor and Guarantor to the Secured Parties and the Collateral Agent under this Agreement.

To the extent that they have not previously been pledged in favor of the Secured Parties according to this Agreement or otherwise (and without exceeding the 65% limitation referred to in the first paragraph of this Section), the Issuer irrevocably agrees and undertakes to pledge in favor of the Secured Parties (including their successors and assignees as well as additional Holders pursuant to the Indenture, the Notes or the Security Documents), the New Shares, provided that the foregoing shall not be a novation of this Agreement and/or the Pledge. It is understood that the same Pledged Rights and provisions as set forth in this Agreement shall extend to such New Shares, including the Pledgor and Guarantor’s and the Secured Parties’ authorization to the Collateral Agent to act under a conflict of interest or in the situation described in Article 1395 of the Italian Civil Code ("contratto con se stesso").

Any security interest granted hereunder shall be subject to the prior lien and security interest granted under the Revolving Loan Documentation in favor of the Secured Parties (as defined in the Revolving Loan Documentation, the "Senior Secured Parties") as security for the payment or performance, as the case may be, in full of the Revolver Obligations (the "Senior Security Interest").

TO HAVE AND TO HOLD the Italian Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, on behalf of and for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth."

SECTION 2. Delivery of the Collateral

For any and all purposes solely under this Italian Supplement, Section 2 of the Pledge Agreement shall be deleted in its entirety and replaced with the following text:

"SECTION 2. Registration of the Pledge and Custody of the Italian Collateral

Immediately after the execution of this Agreement, the Pledgor and Guarantor shall procure that:

(a) the security interest created under this Agreement be annotated on the back of the Certificate by a Director of the Italian Issuer, substantially in the form indicated in Exhibit A hereto. In this regard, the parties hereto acknowledge that the Certificate is presently in the possession and in the custody, or under the sole control, of the Collateral Agent, which will make it available to a Director of the Italian Issuer so as to permit such annotation to be inscribed on the back of the Certificate;

(b) the security interest created under this Agreement be annotated in the shareholders’ book of the Italian Issuer (the "Shareholders’ Book") substantially in the form indicated in Exhibit B hereto;

(c) a certified copy of the pages of the Shareholders’ Book bearing the annotation referred to in (b) above be delivered to the Collateral Agent.

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The Pledgor and Guarantor and the Secured Parties hereby expressly agree to appoint the Collateral Agent, who accepts, as third party custodian in respect of the Certificate and, generally, the Italian Collateral in accordance with Article 2786, second paragraph, of the Italian Civil Code. The Pledgor and Guarantor and the Secured Parties expressly authorize the Collateral Agent to take any action it deems necessary in good faith in the event it encounters a conflict of interest, or a situation described under Article 1395 of the Italian Civil Code ("contratto con se stesso").

The parties hereto expressly acknowledge and agree that (i) the Collateral Agent - also in its capacity as third party custodian under Article 2786, second paragraph, of the Italian Civil Code - has received and holds the Certificate pursuant to (x) the Reimbursement Pledge Agreement and the related Reimbursement Italian Supplement, (y) the Bank Revolver Pledge Agreement and the related Bank Revolver Italian Supplement and (z) the Investor Revolver Pledge Agreement and the related Investor Revolver Italian Supplement; (ii) during the procurement of the procedure set forth in (a) and (b) above, the Collateral Agent shall maintain exclusive, continuous and uninterrupted possession of the Certificate and the Pledged Rights; (iii) immediately after the completion of the procedure set forth in (a), (b) and (c) above, with the consent of all the parties to the agreements under (i)(x), (i)(y), (i)(z) above, the Collateral Agent shall hold the Certificate and the Pledged Rights under its cus dy also pursuant to this Agreement in the name and on behalf of the Secured Parties.

The Pledgor and Guarantor and each of the Secured Parties, for the purpose of this Agreement, irrevocably grant the Collateral Agent the power to annotate, endorse, inscript or request the annotation, endorsement or inscription on their behalf of the Certificate and the certificates representing the New Shares, if any.

In addition to the foregoing, and in accordance with Section 1, paragraph 1, subsection (c) above, the Pledgor and Guarantor shall procure that the following registration requirements are put in place with regard to New Shares:

a.	the Pledgor and Guarantor, upon issuance of each of the share certificates representing New Shares shall cause the Italian Issuer to annotate the Pledge on the share certificates, with the cooperation of the Collateral Agent, substantially in the form indicated in Exhibit C hereto;
b.	immediately after the completion of the annotation referred to in paragraph a. above, the Pledgor and Guarantor shall cause the Italian Issuer to return to the Collateral Agent the certificates representing New Shares, which will be kept in the custody of the Collateral Agent in accordance with Article 2786, second paragraph of the Italian Civil Code, outside of Italy and in accordance with the provisions of this Agreement;
c.	immediately after the completion of the annotation referred to in a. above, the Pledgor and Guarantor shall cause the Italian Issuer to annotate the Pledge in the Shareholders’ Book, substantially in the form indicated in Exhibit D hereto; and
d.	a certified copy of the pages of the Shareholders’ Book bearing the annotation referred to in c. above be delivered to the Collateral Agent.

In addition to the above, if so requested by the Collateral Agent by means of a written notice substantially in the form indicated in Exhibit G hereto (the “New Secured Party Notice”), the Pledgor and Guarantor shall procure that the Pledge be extended to the benefit of any new secured party in its

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capacity as a new party under the Indenture (the “New Secured Party”). It is understood that the security interest granted in favor of the New Secured Party shall be subject to the existing Senior Security Interest granted under the Bank Loan Documentation, and will be governed by the provisions of this Agreement.

Immediately after the receipt of the New Secured Party Notice:

a.	the Collateral Agent, in such capacity and in the name and on behalf of the Pledgor and Guarantor and the Secured Parties, shall cause the Italian Issuer to annotate the extension of the Pledge to the benefit of the New Secured Party on the Certificate (and on the certificates representing the New Shares, if any) which is held by the Collateral Agent in such capacity and in its capacity as third party custodian under Article 2786, second paragraph, of the Italian Civil Code, substantially in the form indicated in Exhibit E hereto
b.	immediately after the completion of the annotation referred to in paragraph a. above, the Collateral Agent, in such capacity and in the name and on behalf of the Pledgor and the Secured Parties, shall cause the Italian Issuer to annotate the extension of the Pledge to the benefit of the New Secured Party in the Shareholders’ Book, substantially in the form indicated in Exhibit F hereto; and
c.	immediately after the completion of the annotation referred to in b. above, the Collateral Agent, also on behalf of the Pledgor and Guarantor, shall cause the Italian Issuer to deliver to the Collateral Agent a certified copy of the page(s) of the Shareholders’ Book bearing the above mentioned annotation.”

SECTION 3. Representations, Warranties and Covenants

For any and all purposes solely under this Italian Supplement, Section 3 of the Pledge Agreement shall be deleted in its entirety and replaced with the following text:

"SECTION 3. Representations, Warranties and Covenants

The Pledgor and Guarantor hereby represents, warrants and covenants, as to itself and with respect to the Italian Collateral pledged by it hereunder, to and with the Collateral Agent that:

(a) the Pledged Interest represents 65% of the issued and outstanding voting shares of the Italian Issuer;

(b) except for the Senior Security Interest, the lien and security interest granted hereunder, the Pledgor and Guarantor (i) is and will at all times continue to be the direct owner, beneficially and of record, of the Shares, (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 Italian Collateral, other than pursuant hereto, and (iv) subject to Section 5 hereof, will cause any and all Italian Collateral, whether for value paid by the Pledgor and Guarantor or otherwise, to be forthwith deposited with the Collateral Agent and pledged or assigned hereunder;

(c) the Pledgor and Guarantor (i) has the power and authority to pledge the Italian Collateral in the manner hereby done or contemplated and (ii) will defend its title or interest thereto or therein

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against any and all Liens (other than Liens created by the Revolving Loan Documentation and this Agreement) however arising, of all Persons whomsoever;

(d) no consent of any other Person (including stockholders or creditors of the Pledgor and Guarantor) and no consent or approval of any Governmental Authority or any securities exchange other than consents already obtained by the Issuer under the Revolving Loan Documentation was or is necessary to the validity of the Pledge effected hereby;

(e) this Agreement shall, upon completion of the annotation of the Certificate by a Director of the Italian Issuer, as well as upon proper annotation of the Pledge in the Shareholders’ Book, constitute in favor of the Secured Parties a valid and perfected lien upon and security interest in the Pledged Securities as security for the payment and performance of the Indenture Obligations (subject only to the lien and security interest that comprise the Senior Security Interest);

(f) the Pledge effected hereby is effective to vest in the Secured Parties, the rights of the Collateral Agent in the Italian Collateral as set forth herein;

(g) the Pledged Interest has been duly authorized and validly issued and is fully paid and nonassessable;

(h) all information set forth herein relating to the Pledged Interest is accurate and complete in all material respects as of the date hereof; and

(i) the Pledge pursuant to this Agreement does not violate Regulation T, U or X of the Federal Reserve Board or any successor thereto as of the date hereof."

 SECTION 4. Registration in Nominee Name; Denominations

For any and all purposes solely under this Italian Supplement, Section 4 of the Pledge Agreement shall be deleted in its entirety.

SECTION 5.  Voting Rights; Dividends and Interest, etc.

For any and all purposes solely under this Italian Supplement, Section 5 of the Pledge Agreement shall be deleted in its entirety and replaced with the following text:

"SECTION 5.  Voting Rights; Dividends and Interest, etc.

(a) Unless and until an Event of Default shall have occurred and be continuing:

(i) The Pledgor and Guarantor shall be entitled to exercise any and all voting and/or other consensual rights and powers inuring to an owner of Pledged Securities or any part thereof for any purpose consistent with the terms of this Agreement, the Indenture and the other Transaction Documents; provided, however, that the Pledgor and Guarantor will not be entitled to exercise any such right if the result thereof could materially and adversely affect the rights inuring to a holder of the Pledged Securities or the rights and remedies of any of the Secured Parties under this Agreement or the Indenture or any other Transaction Document or the ability of the Secured Parties to exercise the same.

(ii) The Collateral Agent shall execute and deliver to the Pledgor and Guarantor, or cause to be executed and delivered to the Pledgor and Guarantor, all such proxies, powers of attorney and other instruments as the Pledgor and Guarantor may reasonably request for the

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purpose of enabling the Pledgor and Guarantor to exercise the voting and/or consensual rights and powers it is entitled to exercise pursuant to subparagraph (i) above and to receive the cash dividends it is entitled to receive pursuant to subparagraph (iii) below.

(iii) The Pledgor and Guarantor shall be entitled to receive and retain any and all cash dividends, interest and principal paid on the Pledged Securities to the extent and only to the extent that such cash dividends, interest and principal are permitted by, and otherwise paid in accordance with, the terms and conditions of the Indenture, the Notes, the Security Documents and applicable law. All noncash dividends, interest and principal, and all dividends, interest and principal paid or payable in cash or otherwise in connection with a partial or total liquidation or dissolution, return of capital, capital surplus or paid-in surplus, and all other distributions (other than distributions referred to in the preceding sentence) made on or in respect of the Pledged Securities, whether paid or payable in cash or otherwise, whether resulting from a subdivision, combination or reclassification of the outstanding capital stock of the Italian Issuer or received in exchange for Pledged Securiti or any part thereof, or in redemption thereof, or as a result of any merger, consolidation, acquisition or other exchange of assets to which the Italian Issuer may be a party or otherwise, shall be and become part of the Italian Collateral, and, if received by the Pledgor and Guarantor, shall not be commingled by the Pledgor and Guarantor with any of its other funds or property but shall be held separate and apart therefrom, shall be held in trust for the benefit of the Secured Parties and shall be forthwith delivered to the Collateral Agent in the same form as so received (with any necessary endorsement).

(b) Upon the occurrence and during the continuance of an Event of Default, all rights of the Pledgor and Guarantor to dividends, interest or principal that the Pledgor and Guarantor is authorized to receive pursuant to paragraph (a)(iii) above shall cease, and all such rights shall thereupon become vested in the Secured Parties and, on their behalf, to the Collateral Agent acting, on behalf of the Secured Parties, as their "rappresentante comune", pursuant to Article 2347 of the Italian Civil Code, it being understood that the Secured Parties and the Collateral Agent, as their "rappresentante comune", will have the sole and exclusive right and authority to receive and retain such dividends, interest or principal (subject to the liens and security interest that comprise the Senior Security Interest and in accordance with Section 8 below). All dividends, interest or principal received by the Pledgor and Guarantor contrary to the provisions of this Section 5 shall be held in trust for the benefit of the Secured Parties, shall be segregated from other property or funds of the Pledgor and Guarantor and shall be forthwith delivered to the Collateral Agent, acting on behalf of the Secured Parties, upon demand in the same form as so received (with any necessary endorsement). Any and all money and other property paid over to or received by the Collateral Agent pursuant to the provisions of this paragraph (b) shall be retained by the Collateral Agent on behalf of the Secured Parties in an account to be established by the Collateral Agent upon receipt of such money or other property and shall be applied in accordance with the provisions of Section 8 below. After all Events of Default have been cured or waived, the Collateral Agent acting on behalf of the Secured Parties shall promptly repay to the Pledgor and Guarantor all cash dividends, interest or principal (without interest), that the Pledgor and Guarantor would otherwise be permitted to retain pursuant to the terms of paragraph (a)(iii) above and which remain in such account.

(c) Upon the occurrence and during the continuance of an Event of Default, all rights of the Pledgor and Guarantor to exercise the voting and consensual rights and powers it is entitled to exercise pursuant to paragraph (a)(i) of this Section 5, and the obligations of the Collateral Agent under paragraph (a)(ii) of this Section 5, shall cease, and all such rights shall thereupon become vested in the Secured Parties and, on their behalf, to the Collateral Agent acting on behalf of the Secured Parties as "rappresentante comune", pursuant to Article 2347 of the Italian Civil Code; provided that, unless otherwise directed by the Holders of a majority, by aggregate principal amount, of the Notes, the Collateral Agent shall have

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the right from time to time following and during the continuance of an Event of Default to permit the Pledgor and Guarantor to exercise such rights. After all Events of Default have been cured or waived, the Pledgor and Guar tor will have the right to exercise the voting and consensual rights and powers that it would otherwise be entitled to exercise pursuant to the terms of paragraph (a)(i) above."

SECTION 6. Remedies upon Default

For any and all purposes solely under this Italian Supplement, after the end of Section 6 of the Pledge Agreement the following text shall be inserted:

"SECTION 6 Remedies upon Default.

Without prejudice to the provisions set forth above, should the Collateral Agent - acting on its own behalf and also on behalf of the Secured Parties and pursuant to their instructions - decide to enforce the Pledge in Italy, it shall sell the Pledged Rights and carry out the enforcement procedure pursuant to Articles 2796, 2797 and 2798 of the Italian Civil Code."

SECTION 8.  Application of Proceeds of Sale

For any and all purposes solely under this Italian Supplement, Section 8 of the Pledge Agreement shall be deleted in its entirety and replaced with the following text:

"SECTION 8.  Application of Proceeds of Sale.

The Collateral Agent shall apply the proceeds of any collection or sale of the Italian Collateral, as well as any Italian Collateral consisting of cash, as follows:

FIRST, to the payment of any Revolver Obligations outstanding, to the extent the Revolving Loan Documentation is in force;

SECOND, to the payment of all costs and reasonable expenses incurred by the Trustee or the Collateral Agent (in its capacity as such hereunder or under any other Transaction Document) in connection with such collection or sale or otherwise in connection with this Agreement or any of the Indenture Obligations, including all court costs and the reasonable fees and expenses of its agents and legal counsel, the repayment of all advances made by the Collateral Agent hereunder or under any other Transaction Document on behalf of any Pledgor and Guarantor, and any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Transaction Document;

THIRD, to the payment in full of the Indenture Obligations (the amounts so applied to be distributed among the Secured Parties pro rata in accordance with the amounts of the Indenture Obligations owed to them on the date of any such distribution); and

FOURTH, to the Pledgor and Guarantor, its successors or assigns, or as a court of competent jurisdiction may otherwise direct.

The Collateral Agent shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement. Upon any sale of the Italian Collateral by the Collateral Agent (including pursuant to any authority to sell granted by statute or under a judicial proceeding), the receipt of the purchase money by the Collateral Agent in the name and on behalf of the

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Secured Parties or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Italian Collateral so sold and such purchaser or purchasers shall have no obligation with respect to the application of any part of the purchase money paid over to the Collateral Agent or such officer or be liable in any way for the misapplication thereof."

SECTION 9. Reimbursement of Collateral Agent.  

For any and all purposes solely under this Italian Supplement, Section 9 (a)(ii) and 9(a)(iii) of the Pledge Agreement shall be deleted in its entirety and replaced with the following text:

"(a) ... (ii) the custody or preservation of, or the sale of, collection from, or other realization on behalf of the Secured Parties upon any of the Italian Collateral, (iii) the exercise or enforcement by the Collateral Agent of any of the rights of the Collateral Agent and/or the Secured Parties hereunder (including the Italian registration tax due in order to enforce any Italian Court’s or any agency’s ruling or decision) or (iv) the..."

SECTION 10. Collateral Agent Appointed Attorney-in-Fact.

For any and all purposes solely under this Italian Supplement, Section 10 of the Pledge Agreement shall be deleted in its entirety and replaced with the following text:

"SECTION 10. Collateral Agent Appointed Attorney-in-fact.

The Pledgor hereby appoints the Collateral Agent as its the attorney-in-fact for the purpose of carrying out the provisions of this Agreement and taking any action and executing any instrument that the Collateral Agent may deem necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest. Without limiting the generality of the foregoing, the Collateral Agent shall have the right, upon the occurrence and during the continuance of an Event of Default, with full power of substitution either in the Collateral Agent’s name or in the name of the Pledgor, to ask for, demand, sue for, collect, receive and give acquittance for any and all moneys due or to become due under and by virtue of the Italian Collateral, to endorse checks, drafts, orders and other instruments for the payment of money payable to the Pledgor representing any interest or dividend or other distribution payable in respect of the Italian Collateral or any thereof or on account thereof and to give full discharge for the same, to settle, compromise, prosecute or defend any action, claim or proceeding with respect thereto, and to sell, assign, endorse, pledge, transfer and to make any agreement respecting, or otherwise deal with, the same; provided, however, that nothing herein contained shall be construed as requiring or obligating the Collateral Agent to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agent, or to present or file any claim or notice, or to take any action with respect to the Italian Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby. The Collateral Agent and the other Secured Parties shall be accountable only for amounts actually received as a result of the exercise of the powers granted to them herein, and neither they nor their officers, directors, employees or agents shall be responsible to th e Pledgor for any act or failure to act hereunder, except for their own gross negligence or willful misconduct. Notwithstanding anything to the contrary under this Agreement, the Collateral Agent shall have, hold and keep in custody the Italian Collateral exclusively for the ratable benefit of the Secured Parties and may not be deemed, under any circumstances, as holding, possessing or keeping in custody the Italian Collateral on behalf of the Pledgor."

SECTION 14. Security Interest Absolute.

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For any and all purposes solely under this Italian Supplement, at the beginning of Section 14 of the Pledge Agreement, after the words "All rights of the Collateral Agent", the following words will be inserted "and of the Secured Parties".

SECTION 15. Termination or Release.

For any and all purposes solely under this Italian Supplement, Section 15 (c) of the Pledge Agreement shall be deleted in its entirety and replaced with the following text:

"(c) In connection with any termination or release pursuant to paragraph (a) or (b) or Section 18 hereof, the Collateral Agent, acting on behalf of and pursuant to the instructions of the Secured Parties, shall endorse or annotate, execute and deliver to the Pledgor and Guarantor, at the Pledgor and Guarantor’s expense, all documents that are necessary under applicable laws in order to effect the termination of the Pledged Rights (including the Certificate and other share certificates representing New Shares, if any) as well as any other document that the Pledgor and Guarantor shall reasonably request to evidence such termination or release, and do all such acts or things as may be necessary or desirable or reasonably requested by the Pledgor and Guarantor to effect, in accordance with applicable laws, the reversion of the Pledged Rights to it. Any execution and delivery of documents pursuant to this Section 15 shall be without recourse to or warranty by the Collateral A gent."

SECTION 18. Binding Effect; Several Agreement; Assignments.

For any and all purposes solely under this Italian Supplement, Section 18 of the Pledge Agreement shall be deleted in its entirety and replaced with the following text:

"SECTION 18. Binding Effect; Several Agreement; Assignments.

Whenever in this Agreement any of the parties hereto is referred to, such reference shall be deemed to include the successors and assigns of such party; and all covenants, promises and agreements by or on behalf of the Pledgor and Guarantor that are contained in this Agreement shall bind and inure to the benefit of its successors and assigns. This Italian Supplement shall become effective once that the Pledgor and Guarantor shall have received from the Collateral Agent an acceptance (executed cover letter from the Collateral Agent and an initialed copy of this Italian Supplement) executed on behalf of the Pledgor and Guarantor and each of the Secured Parties as acceptance of the Pledgor’s proposal (executed cover letter from the Pledgor and an initialed copy of this Italian Supplement) to the Collateral Agent, and the Secured Parties and their respective successors and assigns, and shall inure to the benefit of the Pledgor and Guarantor, the Collateral Agent and the Secured Parties, and th eir respective successors and assigns, except that the Pledgor and Guarantor shall not have the right to assign its rights hereunder or any interest herein or in the Italian Collateral (and any such attempted assignment shall be void), except as expressly contemplated by this Agreement or the other Transaction Documents. The executed proposal or acceptance referred to above received by facsimile transmission shall be effective as delivery of a manually executed acceptance or proposal.

The Secured Parties shall have the right to transfer or otherwise assign the rights and obligations arising out of this Agreement to the benefit of the assignee under Section 2.07 of the Indenture, subject to the procedure set forth below and the relevant provisions of the Indenture and the Transaction Documentation, it being understood that such rights and obligations shall be transferred or assigned only in conjunction with the transfer or assignment of the rights granted pursuant to and the obligations arising out from the Notes and the Transaction Documents. The Pledgor and Guarantor hereby expressly

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and irrevocably consents to such transfer or assignment by any of the Secured Parties. It is understood that the extension of the pledge in favor of the assignee will have the same rank (and shall be subject to the same Liens) as the Pledge in favor of the Secured Party making the transfer or assignment. Upon any transfer or assignment by a Holder of the Notes under the Indenture together with the assignment or the transfer of its rights and obligations under the Indenture, the Collateral Agent, acting on behalf and in the name of the Secured Parties, shall ensure that the annotations referred to in Section 2 are duly made and that the relevant formalities are complied with in accordance with mandatory requirement of Italian law.

In the event of a transfer or assignment by any of the Secured Parties of a Note pursuant to the Indenture together with the assignment or the transfer of its rights and obligations under the Indenture:

(i) the Collateral Agent, in such capacity and in the name and on behalf of the Pledgor and Guarantor, shall cause the Italian Issuer to annotate the transfer of the pledge on the Certificate (and on the certificates representing New Shares, if any), in accordance with Italian law;

(ii) immediately after the completion of the annotation referred to in (i) above, the Collateral Agent, in such capacity and in the name and on behalf of the Pledgor and Guarantor, shall cause the Italian Issuer to annotate the pledge in the Shareholders’ Book of the company, in accordance with Italian law;

(iii) immediately after the completion of the annotation referred to in (ii), the Collateral Agent, in such capacity and in the name and on behalf of the Pledgor and Guarantor shall cause the Italian Issuer to deliver to the Collateral Agent a certified copy of the pages of the Shareholders’ Book of the company evidencing the above mentioned annotation; and

(iv) the Collateral Agent, after completion of the procedure set forth above, shall continue to act as a third party custodian of the Shares (and of New Shares, if any) also to the benefit of the successors or assign of such Secured Party."

SECTION 19. Survival of Agreement; Severability

For any and all purposes solely under this Italian Supplement, Section 19 of the Pledge Agreement shall be deleted in its entirety and replaced with the following text:

"SECTION 19. Survival of Agreement; Severability

"(a)  All covenants, agreements, representations and warranties made by the Pledgor and Guarantor herein and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Agreement or any other Transaction Document shall be considered to have been relied upon by the Collateral Agent and the other Secured Parties and shall survive the issuance and delivery to the Holders of the Notes, regardless of any investigation made by the Secured Parties or on their behalf, and shall continue in full force and effect as long as any Indenture Obligation remains unpaid and as long as any Notes are outstanding.

(b) In the event any of the provisions in this Agreement should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein 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). In the event that in any jurisdiction the subordination provisions in this Italian Supplement should be held invalid, illegal of unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not be affected in any manner or

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impaired thereby. The parties 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 pro sions."

The parties 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 21. Counterpart.

For any and all purposes solely under this Italian Supplement, Section 21 of the Pledge Agreement shall be deleted in its entirety.

SECTION 26. Additional Pledgors and Guarantors.

For any and all purposes solely under this Italian Supplement, Section 26 of the Pledge Agreement shall be deleted in its entirety.

IN WITNESS WHEREOF, the parties hereto have duly executed this Italian Supplement as of the day and year first above written.

MEMC ELECTRONIC MATERIALS, INC.
As Pledgor

By: /s/ James M. Stolze
Name: James M. Stloze
Title Executive Vice President, Chief Financial Officer

By: /s/ Kenneth L. Young
Name: Kenneth L. Young
Title: Treasuer

CITICORP USA, INC., as Collateral Agent and custodian

By: /s/ Allen Fisher
Name: Allen Fisher
Title: Director

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For CITIBANK, N.A., as Secured Party

By: /s/ Allen Fisher
Name: Allen Fisher, attorney-in-fact
Title: Director

For CITICORP USA, INC., as Secured Party

By: /s/ Allen Fisher
Name: Allen Fisher, attorney-in-Fact
Title: Director

For TPG WAFER PARTNERS LLC, as Secured Party

By: /s/ Allen Fisher
Name: Allen Fisher, attorney-in-fact
Title: Director

For TPG WAFER MANAGEMENT LLC, as Secured Party

By: /s/ Allen Fisher
Name: Allen Fisher, attorney-in-fact
Title: Director

For TCW/CRESCENT MEZZANINE PARTNERS III, L.P., as Secured Party

By: /s/ Allen Fisher
Name: Allen Fisher, attorney-in-fact
Title: Director

For TCW/CRESCENT MEZZANINE TRUST III, as Secured Party

By: /s/ Allen Fisher
Name: Allen Fisher, attorney-in-fact
Title: Director

For TCW/CRESCENT MEZZANINE PARTNERS III NETHERLANDS, L.P., as Secured Party

By: /s/ Allen Fisher
Name: Allen Fisher, attorney-in-fact
Title: Director

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For GREEN EQUITY INVESTORS III, L.P., as Secured Party

By: /s/ Allen Fisher
Name: Allen Fisher, attorney-in-fact
Title: Director

For GREEN EQUITY INVESTORS SIDE III, L.P., as Secured Party

By: /s/ Allen Fisher
Name: Allen Fisher, attorney-in-fact
Title: Director

EXHIBIT A

Testo della annotazione del pegno da apporre sul Certificato da parte di un amministratore della MEMC Electronic Materials S.p.A.

Si prende e si dà atto che, ai sensi del contratto di pegno di terzo grado (come modificato, in data 3 marzo 2003 dall’accordo denominato Italian Supplement to the Indenture Pledge Agreement e concluso negli Stati Uniti d’America, attraverso scambio di corrispondenza) del 13 novembre2001 (il "Contratto di Pegno") tra MEMC Electronic Materials, Inc., società di diritto statunitense, con sede legale c/o The Corporation Trust Company Corporation Trust Center 1209 Orange Street Wilmington, Delaware, Stati Uniti d’America, in qualità di costituente il pegno, e CITICORP USA, Inc., società di diritto statunitense, con sede legale in 2 Penns Way, Suite 200 New Castle, Delaware, Stati Uniti d’America, e agente in qualità di Collateral Agent (come definito nel Contratto di Pegno), sia in nome proprio sia in nome e per conto dei Creditori Pignoratizi (come di seguito indicati e definiti nel Contratto di Pegno quali Secured Parties), MEMC Ele ctronic Materials, Inc. ha costituito in pegno n. 42.250.000 azioni ordinarie della MEMC Electronic Materials S.p.A. (la "Società") - già costituite in garanzia (e attualmente custodite da Citicorp USA, Inc.) in base (i) ai contratti di pegno di primo grado denominati, ai sensi del Contratto di Pegno, (a) Bank Revolver Pledge Agreement, come modificato dal Bank Revolver Italian Supplement del 3 marzo 2003, e (b) Reimbursement Pledge Agreement, come modificato dal Reimbursement Italian Supplement del 3 marzo 2003, e (ii) del contratto di pegno di secondo grado denominato, ai sensi del Contratto di Pegno, Investor Revolver Pledge Agreement, come modificato dall’Investor Revolver Italian Supplement del 3 marzo 2003, e conclusi tra MEMC

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Electronic Materials, Inc., in qualità di costituente il pegno, Citicorp USA, Inc., in qualità di collateral agent, sia in nome proprio sia in nome e per conto dei rispettivi creditori pignoratizi ivi in dicati (di seguito, collettivamente, i "Creditori Pignoratizi di Grado Anteriore") - rappresentate dal certificato azionario n. 64 (il "Certificato") e corrispondenti, nel complesso, al 65% del capitale sociale della Società, in favore di:

Citibank, N.A., società di diritto statunitense, con sede in 111 Wall Street, 14th Fl. New York, New York, U.S.A.; Citicorp USA, Inc., società di diritto statunitense, con sede in 2 Penns Way, Suite 200 New Castle, Delaware, U.S.A.; TPG Wafer Partners LLC, società di diritto statunitense, c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware, U.S.A.; TPG Wafer Management LLC, società di diritto statunitense, c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware, U.S.A.; TCW/Crescent Mezzanine Partners III, L.P., limited partnership di diritto statunitense, con sede in 11100 Santa Monica Blvd., Suite 2000, Los Angeles, California, U.S.A.; TCW/Crescent Mezzanine Trust III, statutory business trust di diritto statunitense, con sede in 11100 Santa Monica Blvd., Suite 2000, Los Angeles, California, U.S.A.; TCW/Crescent Mezzanine Partners III Netherlands, L.P. , limited partnership di diritto statunitense, con sede in 11100 Santa Monica Blvd., Suite 2000, Los Angeles, California, U.S.A.; Green Equity Investors III, L.P., limited partnership di diritto statunitense, con sede in 11100 Santa Monica Blvd., Suite 2000, Los Angeles, California, U.S.A.; Green Equity Investors Side III, L.P., limited partnership di diritto statunitense, con sede in 11100 Santa Monica Blvd., Suite 2000, Los Angeles, California, U.S.A. (i "Creditori Pignoratizi")

a garanzia dell’integrale adempimento delle obbligazioni denominate Indenture Obligations (come definite nel Contratto di Pegno), ivi incluse quelle derivanti dallo stesso Contratto di Pegno, dall’ Indenture, dalle Notes e dagli altri Security Documents (come ivi definiti). Ai sensi del Contratto di Pegno, tuttavia, il diritto reale di garanzia di cui alla presente annotazione è a tutti gli effetti subordinato rispetto ai diritti di pegno di grado anteriore costituiti sul Certificato a seguito dei contratti di cui alle precedenti lettere (i) e (ii) a favore dei Creditori Pignoratizi di Grado Anteriore.

I diritti di voto, i diritti amministrativi connessi e il diritto a percepire i dividendi inerenti alle azioni costituite in pegno e rappresentate dal Certificato sono regolati dalla Sezione 5 del Contratto di Pegno.

Si dà atto che, ai sensi del Contratto di Pegno, Citicorp USA, Inc., quale Collateral Agent, riceve il pegno di cui alla presente annotazione e pertanto, oltre a continuare a custodire ininterrottamente il Certificato nell’interesse e per conto dei Creditori Pignoratizi di Grado Anteriore, viene ora a custodire il medesimo anche nell’interesse e per conto dei Creditori Pignoratizi, inclusi i loro successori e aventi causa, nonché delle New Secured Parties (come definite nel Contratto di Pegno).

Si dà altresì atto che, ai sensi del Contratto di Pegno, i Creditori Pignoratizi hanno dato mandato a Citicorp USA, Inc., quale Collateral Agent, a fare quanto necessario affinchè la Società annoti sul Certificato sia il trasferimento del presente pegno di terzo grado a favore di ogni successore o avente causa dei Creditori Pignoratizi sia l’estensione del presente pegno di terzo grado a favore di nuovi soggetti che risultino creditori di MEMC Electronic Materials, Inc. in base a quanto previsto nel Contratto di Pegno (ivi definiti New Secured Parties), in entrambi i casi, con pari grado e diritti rispetto alla garanzia reale costituita a favore dei Creditori Pignoratizi di cui alla presente annotazione.

[Luogo e Data] _________________________
Un Amministratore

La costituzione in garanzia di cui sopra è stata annotata sul libro soci in data odierna ai sensi del R.D.

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29.3.1942 n. 239.

[Luogo e Data] _________________________
Un Amministratore

EXHIBIT A

Text of the notation of the pledge to be inscribed on the Certificate by a Director of MEMC Electronic Materials S.p.A.

It is acknowledged that, pursuant to the third degree deed of pledge (as supplemented on March 3 2003 by the Italian Supplement to the Indenture Pledge Agreement executed in the United States of America by way of exchange of correspondence) dated November 13, 2001 (the "Deed of Pledge"), by and between MEMC Electronic Materials, Inc., a company existing under the laws of the United States of America, with registered offices at c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware, United States of America, as pledgor, and CITICORP USA, Inc., a company existing under the laws of the United States of America, with registered office at 2 Penns Way, Suite 200, New Castle, Delaware, United States of America acting, in its capacity as Collateral Agent (as defined in the Pledge Agreement), in its own name and in the name and on behalf of the Secured Parties (as specified hereinafter and defined in the Pledge Agreement as "Secured Parti es"), MEMC Electronic Materials, Inc. pledged 42,250,000 ordinary shares of MEMC Electronic Materials S.p.A. (the "Company") - already pledged (and currently held in custody by CITICORP USA, Inc.) under (i) the first degree pledge agreements defined, under the Pledge Agreement, (a) Bank Revolver Pledge Agreement, as supplemented by the Bank Revolver Italian Supplement dated March 3, 2003, and (b) Reimbursement Pledge Agreement, as supplemented by the Reimbursement Italian Supplement dated March 3, 2003 and (ii) the second degree pledge agreement defined, under the Pledge Agreement, Investor Revolver Pledge Agreement, as supplemented by the Investor Revolver Italian Supplement, all executed by and between MEMC Electronic Materials, Inc., as pledgor, CITICORP USA, Inc., as Collateral Agent acting in its own name and in the name and on behalf of the respective secured parties named therein (hereinafter collectively, the "Senior Secured Parties") - represented by share certificate no. 64 ( the "Cer tificate") and representing, as a whole, 65% of the share capital of the Company, in favor of:

Citibank N.A., a company existing under the laws of the United States of America, with registered office at 111 Wall Street, 14th Fl. New York, New York, U.S.A.; Citicorp USA, Inc., a company existing under the laws of the United States of America, with registered office at 2 Penns Way, Suite 200, New Castle, Delaware; TPG Wafer Partners LLC, a company existing under the laws of the United States of America, with registered office c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware; TPG Wafer Management LLC, a company existing under the laws of the United States of America, with registered office c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware; TCW/Crescent Mezzanine Partners III, L.P., a limited partnership existing under the laws of the United States of America, with registered office at 11100 Santa Monica Blvd., Suite 2000, Los Angeles, California; TCW/Crescent Mezzanine Trust III, a statutory business trust existing under the laws of the United States of America, with registered office at 11100 Santa Monica Blvd., Suite 2000, Los Angeles,

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California; TCW/Crescent Mezzanine Partners III Netherlands, L.P., a limited partnership existing under the laws of the United States of America, with registered office at 11100 Santa Monica Blvd., Suite 2000, Los Angeles, California; Green Equity Investors III, L.P., a limited partnership existing under the laws of the United States of America, with registered office at 11100 Santa Monica Blvd., Suite 2000, Los Angeles, California; and Green Equity Investors Side III, L.P., a limited partnership existing under the laws of the United States of America, with registered office at 11100 Santa Monica Blvd., Suite 2000, Los Angeles, California (the "Secured Parties")

as security for the full payment and performance of the obligations entitled Indenture Obligations (as defined in the Deed of Pledge), including those derived from the same Deed of Pledge, from the Indenture, the Notes and from the other Security Documents (as therein defined). Pursuant to the Deed of Pledge, however, the security interest referred to in this annotation is to all effects subordinated to the senior security interests created in favor of the Senior Secured Parties on the Certificate pursuant to the pledge agreements defined above in (i) and (ii).

The voting rights, the related administrative rights, and the right to receive dividends relating to the pledged shares represented by the Certificate are governed by Section 5 of the Deed of Pledge.

It is acknowledged that, pursuant to the Deed of Pledge, CITICORP USA, Inc, as Collateral Agent, hereby receives the pledge referred to in this annotation, and thus, in addition to maintaining the uninterrupted custody of the Certificate on behalf of and in the interest of the Senior Secured Parties, it now starts to hold the Certificate in custody also in the interest and on behalf of the Secured Parties, including their successors and assignees, as well as for the New Secured Parties (as defined in the Deed of Pledge).

It is also acknowledged that, pursuant to the Deed of Pledge, the Secured Parties instructed CITICORP USA, Inc., as Collateral Agent, to take all necessary steps to have the Company annotating on the Certificate both the transfer of this third degree pledge in favor of each successor or assignee of the Secured Parties, and the extension of this third degree pledge for the benefit of any new party who may become a creditor of MEMC Electronic Materials, Inc., pursuant to the Deed of Pledge (defined therein as "New Secured Parties"), in either case pari passu with and with the same rights deriving from the security interest hereby created in favor of the Secured Parties.

[Place and Date] _________________________
Director

The above creation of a security interest is inscribed in the shareholders’ book on today’s date pursuant to Royal Degree 29.3.1942 No. 239.

[Place and Date] _________________________
Director

EXHIBIT B

Testo dell’annotazione del pegno da apporre sul libro soci della

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MEMC Electronic Materials S.p.A.

Si prende e si dà atto che, ai sensi del contratto di pegno di terzo grado (come modificato, in data 3 marzo 2003, dall’accordo denominato Italian Supplement to the Indenture Pledge Agreement concluso negli Stati Uniti d’America, attraverso scambio di corrispondenza) del 13 novembre2001 (il "Contratto di Pegno") tra il socio unico MEMC Electronic Materials, Inc., società di diritto statunitense, con sede legale c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware, Stati Uniti d’America, in qualità di costituente il pegno, e CITICORP USA, INC., società di diritto statunitense, con sede legale a 2 Penns Way, Suite 200 New Castle, Delaware, Stati Uniti d’America, e agente in qualità di Collateral Agent (come definito nel Contratto di Pegno), sia in nome proprio sia in nome e per conto dei Creditori Pignoratizi (come di seguito indicati e definiti nel Contratto di Pegno quali Secured Parties), MEMC Electronic Materials, Inc. ha costituito in pegno n. 42.250.000 azioni ordinarie della Società - già costituite in garanzia (e attualmente custodite da Citicorp USA, Inc.) in base (i) ai contratti di pegno di primo grado denominati, ai sensi del Contratto di Pegno, (a) Bank Revolver Pledge Agreement, come modificato dal Bank Revolver Italian Supplement del 3 marzo 2003, e (b) Reimbursement Pledge Agreement, come modificato dal Reimbursement Italian Supplement del 3 marzo 2003 e (ii) al contratto di pegno di secondo grado denominato, ai sensi del Contratto di Pegno, Investor Revolver Pledge Agreement, come modificato dall’Investor Revolver Italian Supplement del 3 marzo 2003, conclusi tra MEMC Electronic Materials, Inc., in qualità di costituente il pegno, Citicorp USA, Inc., in qualità di collateral agent, sia in nome proprio sia in nome e per conto dei rispettivi creditori pignoratizi ivi indicati (di seguito, collettivame nte, i "Creditori Pignoratizi di Grado Anteriore") - rappresentate dal certificato azionario n. 64 (il "Certificato") e corrispondenti, nel complesso, al 65% del capitale sociale della Società, in favore di:

Citibank, N.A., società di diritto statunitense, con sede in 111 Wall Street, 14th Fl. New York, New York, U.S.A.; Citicorp USA, Inc., società di diritto statunitense, con sede in 2 Penns Way, Suite 200 New Castle, Delaware, U.S.A.; TPG Wafer Partners LLC, società di diritto statunitense, c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware, U.S.A.; TPG Wafer Management LLC, società di diritto statunitense, c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware, U.S.A.; TCW/Crescent Mezzanine Partners III, L.P., limited partnership di diritto statunitense, con sede in 11100 Santa Monica Blvd., Suite 2000, Los Angeles, California, U.S.A.; TCW/Crescent Mezzanine Trust III, statutory business trust di diritto statunitense, con sede in 11100 Santa Monica Blvd., Suite 2000, Los Angeles, California, U.S.A.; TCW/Crescent Mezzanine Partners III Netherlands, L.P. , limited partnership di diritto statunitense, con sede in 11100 Santa Monica Blvd., Suite 2000, Los Angeles, California, U.S.A.; Green Equity Investors III, L.P., limited partnership di diritto statunitense, con sede in 11100 Santa Monica Blvd., Suite 2000, Los Angeles, California, U.S.A.; Green Equity Investors Side III, L.P., limited partnership di diritto statunitense, con sede in 11100 Santa Monica Blvd., Suite 2000, Los Angeles, California, U.S.A. (i "Creditori Pignoratizi")

a garanzia dell’integrale adempimento delle obbligazioni denominate Indenture Obligations (come definite nel Contratto di Pegno), ivi incluse quelle derivanti dallo stesso Contratto di Pegno, dall’ Indenture, dalle Notes e dagli altri Security Documents (come ivi definiti). Ai sensi del Contratto di Pegno, tuttavia, il diritto reale di garanzia di cui alla presente annotazione è a tutti gli effetti subordinato rispetto ai diritti di pegno di grado anteriore costituiti sul Certificato a seguito dei contratti di cui alle precedenti lettere (i) e (ii) a favore dei Creditori Pignoratizi di Grado Anteriore.

I diritti di voto, i diritti amministrativi connessi e il diritto a percepire i dividendi inerenti alle azioni costituite in pegno e rappresentate dal Certificato sono regolati dalla Sezione 5 del Contratto di Pegno.

Si dà atto che, ai sensi del Contratto di Pegno, Citicorp USA, Inc., quale Collateral Agent, riceve il

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pegno di cui alla presente annotazione e pertanto, oltre a continuare a custodire ininterrottamente il Certificato nell’interesse e per conto dei Creditori Pignoratizi di Grado Anteriore, viene ora a detenere il medesimo anche nell’interesse e per conto dei Creditori Pignoratizi, inclusi i loro successori e aventi causa, nonché delle New Secured Parties (come definite nel Contratto di Pegno).

Si dà altresì atto che, ai sensi del Contratto di Pegno, i Creditori Pignoratizi hanno dato mandato a Citicorp USA, Inc., quale Collateral Agent, a fare quanto necessario affinché la Società annoti sul Certificato, sia il trasferimento del presente pegno di terzo grado a favore di ogni successore o avente causa dei Creditori Pignoratizi sia l’estensione del presente pegno di terzo grado a favore di nuovi soggetti che risultino creditori di MEMC Electronic Materials, Inc. in base a quanto previsto nel Contratto di Pegno (ivi definiti quali New Secured Parties), in entrambi i casi, con pari grado e diritti rispetto alla garanzia reale costituita a favore dei Creditori Pignoratizi di cui alla presente annotazione.

[Luogo e Data] _________________________
Un Amministratore

EXHIBIT B

Text of the notation of the pledge to be inscribed on the shareholders’ book of MEMC Electronic Materials S.p.A.

It is acknowledged that, pursuant to the third degree deed of pledge (as amended on March 3, 2003 by the Italian Supplement to the Indenture Pledge Agreement executed in the United States of America by way of exchange of correspondence) dated November 13, 2001 (the "Deed of Pledge"), by and between the sole shareholder MEMC Electronic Materials, Inc., a company existing under the laws of the United States of America, with registered office c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware, United States of America, as pledgor, and CITICORP USA, Inc., a company existing under the laws of the United States of America, with registered office at 2 Penns Way, Suite 200 New Castle, Delaware, United States of America, and acting as Collateral Agent (as defined in the Pledge Agreement), in its own name and in the name and on behalf of the Secured Parties (as specified hereinafter and defined in the Pledge Agreement as Secured Parties), MEMC E lectronic Materials, Inc. pledged 42,250,000 ordinary shares of the Company - already pledged (currently kept in custody by CITICORP USA, Inc.) pursuant to (i) the first degree pledge agreements defined, under the Deed of Pledge, (a) Bank Revolver Pledge Agreement, as supplemented by the Bank Revolver Italian Supplement dated March 3, 2003; and (b) Reimbursement Pledge Agreement, as supplemented by the Reimbursement Italian Supplement dated March 3, 2003 and (ii) the second degree pledge agreement defined, under the Deed of Pledge, Investor Revolver Pledge Agreement, as supplemented by the Investor Revolver Italian Supplement dated 3 March, 2003 and all executed by and between MEMC Electronic Materials, Inc., as pledgor, CITICORP USA, Inc., as collateral agent acting in its own name and in the name and on behalf of the respective secured parties named therein (hereinafter, collectively, the "Senior Secured Parties"), - represented by share certificate no. 64 ( the "Certificate") and representing, as a whole, 65% of the share capital of the Company, for the benefit of:

Citibank N.A., a company existing under the laws of the United States of America, with registered office at 111 Wall Street, 14th Fl. New York, New York, U.S.A.; Citicorp USA, Inc., a company

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existing under the laws of the United States of America, with registered office at 2 Penns Way, Suite 200, New Castle, Delaware; TPG Wafer Partners LLC, a company existing under the laws of the United States of America, with registered office c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware; TPG Wafer Management LLC, a company existing under the laws of the United States of America, with registered office c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware; TCW/Crescent Mezzanine Partners III, L.P., a limited partnership existing under the laws of the United States of America, with registered office at 11100 Santa Monica Blvd., Suite 2000, Los Angeles, California; TCW/Crescent Mezzanine Trust III , a statutory business trust existing under the laws of the United States of America, with registered office at 11100 Santa Monica Blvd., Suite 2000, Los Angeles, California; TCW/Crescent Mezzanine Partners III Netherlands, L.P., a limited partnership existing under the laws of the United States of America, with registered office at 11100 Santa Monica Blvd., Suite 2000, Los Angeles, California; Green Equity Investors III, L.P., a limited partnership existing under the laws of the United States of America, with registered office at 11100 Santa Monica Blvd., Suite 2000, Los Angeles, California; and Green Equity Investors Side III, L.P., a limited partnership existing under the laws of the United States of America, with registered office at 11100 Santa Monica Blvd., Suite 2000, Los Angeles, California (the "Secured Parties")

as security for the full payment and performance of the obligations entitled Indenture Obligations (as defined in the Deed of Pledge), including those derived from the same Deed of Pledge, from the Indenture, the Notes and from the other Security Documents (as therein defined). Pursuant to the Deed of Pledge, however, the security interest referred to in this notation is to all effects subordinated to the senior security interests created in favor of the Senior Secured Parties on the Certificate pursuant to the pledge agreements defined above in (i) and (ii).

The voting rights, the related administrative rights, and the right to receive dividends relating to the pledged shares represented by the Certificate are governed by Section 5 of the Deed of Pledge.

It is acknowledged that according to the Deed of Pledge, CITICORP USA, Inc., as Collateral Agent, hereby receives the pledge referred to in this annotation, and thus, in addition to maintaining the uninterrupted custody of the Certificate on behalf of and in the interest of the Senior Secured Parties, it now starts to hold the Certificate in custody also in the interest and on behalf of the Secured Parties, including their successors and assignees, as well as for the New Secured Parties (as defined in the Deed of Pledge).

It is also acknowledged that, pursuant to the Deed of Pledge, the Secured Parties instructed CITICORP USA, Inc., as Collateral Agent, to take all necessary steps to have the Company annotating on the Certificate both the transfer of this third degree pledge in favor of each successor or assignee of the Secured Parties, and the extension of this third degree pledge for the benefit of any new party who may become a creditor of MEMC Electronic Materials, Inc., pursuant to the Deed of Pledge (defined therein as "New Secured Parties"), in either case pari passu with and with the same rights attached to the security interest granted hereby in favor of the Secured Parties.

[Place and Date] _________________________
Director

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EXHIBIT C

 Testo dell’annotazione del pegno da apporre, al momento delle loro emissione, da parte di un Amministratore sui certificati rappresentativi delle Nuove Azioni della MEMC Electronic Materials S.p.A.

Si prende e si dà atto che, ai sensi delle Sezioni 1 e 2 del contratto di pegno di terzo grado (come modificato, in data 3 marzo 2003 dall’accordo denominato Italian Supplement to the Indenture Pledge Agreement concluso negli Stati Uniti d’America attraverso scambio di corrispondenza) del 13 novembre2001 (il "Contratto di Pegno") tra MEMC Electronic Materials, Inc., società di diritto statunitense, con sede legale c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware, Stati Uniti d’America, in qualità di costituente il pegno, e CITICORP USA, Inc., società di diritto statunitense, con sede legale in 2 Penns Way, Suite 200 New Castle, Delaware, Stati Uniti d’America, e agente in qualità di Collateral Agent (come definito nel Contratto di Pegno), sia in nome proprio sia in nome e per conto dei Creditori Pignoratizi (come di seguito indicati e definiti nel Contratto di Pegno quali Secured Pa rties), le n. [ ] azioni della MEMC Electronic Materials S.p.A. (la "Società") rappresentate dal presente certificato azionario n. [ ] (rispettivamente, le "Nuove Azioni" ovvero le New Shares, come definite nel Contratto di Pegno, e il "Nuovo Certificato") - già costituite in garanzia ai sensi (i) dei contratti di pegno di primo grado denominati, ai sensi del Contratto di Pegno, (a) Bank Revolver Pledge Agreement, come modificato dal Bank Revolver Italian Supplement del 3 marzo 2003, e (b) Reimbursement Pledge Agreement, come modificato dal Reimbursement Italian Supplement del 3 marzo 2003, e (ii) del contratto di pegno di secondo grado denominato, ai sensi del Contratto di Pegno, Investor Revolving Pledge Agreement, come modificato dall’Investor Revolver Italian Supplement del 3 marzo 2003, conclusi tra MEMC Electronic Materials, Inc., in qualità di costituente il pegno, Citicorp USA, Inc., in qualità di collateral agent sia in nome proprio sia in nome e per conto dei rispettivi creditori pignoratizi ivi indicati (di seguito, collettivamente, i "Creditori Pignoratizi di Grado Anteriore") - sono costituite in pegno dall’azionista MEMC Electronic Materials, Inc., in favore di:

Citibank, N.A., società di diritto statunitense, con sede in 111 Wall Street, 14th Fl. New York, New York, U.S.A.; Citicorp USA, Inc., società di diritto statunitense, con sede in 2 Penns Way, Suite 200 New Castle, Delaware, U.S.A.; TPG Wafer Partners LLC, società di diritto statunitense, c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware, U.S.A.; TPG Wafer Management LLC, società di diritto statunitense, c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware, U.S.A.; TCW/Crescent Mezzanine Partners III, L.P., limited partnership di diritto statunitense, con sede in 11100 Santa Monica Blvd., Suite 2000, Los Angeles, California, U.S.A.; TCW/Crescent Mezzanine Trust III, statutory business trust di diritto statunitense, con sede in 11100 Santa Monica Blvd., Suite 2000, Los Angeles, California, U.S.A.; TCW/Crescent Mezzanine Partners III Netherlands, L.P. , limited partnership di diritto statunitense, con sede in 11100 Santa Monica Blvd., Suite 2000, Los Angeles, California, U.S.A.; Green Equity Investors III, L.P., limited partnership di diritto statunitense, con sede in 11100 Santa Monica Blvd., Suite 2000, Los Angeles, California, U.S.A.; Green Equity Investors Side III, L.P., limited partnership di diritto statunitense, con sede in 11100 Santa Monica Blvd., Suite 2000, Los Angeles, California, U.S.A. (i "Creditori Pignoratizi")

a garanzia dell’integrale adempimento delle obbligazioni denominate Indenture Obligations (come definite nel Contratto di Pegno), ivi incluse quelle derivanti dallo stesso Contratto di Pegno, dall’ Indenture, dalle Notes e dagli altri Security Documents (come ivi definiti). Ai sensi del Contratto di Pegno, tuttavia, il diritto reale di garanzia di cui alla presente annotazione è a tutti gli effetti subordinato rispetto ai diritti di pegno di grado anteriore costituiti sul Nuovo Certificato a seguito dei contratti di cui alle precedenti lettere (i) e (ii) a favore dei Creditori Pignoratizi di Grado Anteriore.

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I diritti di voto, i diritti amministrativi connessi e il diritto a percepire i dividendi inerenti alle Nuove Azioni costituite in pegno e rappresentate dal Nuovo Certificato sono regolati dalla Sezione 5 del Contratto di Pegno.

Si dà atto che, ai sensi del Contratto di Pegno, Citicorp USA, Inc., quale Collateral Agent, riceve il pegno di cui alla presente annotazione e pertanto oltre a continuare a custodire ininterrottamente il Nuovo Certificato nell’interesse e per conto dei Creditori Pignoratizi di Grado Anteriore, viene ora a detenere il medesimo anche nell’interesse e per conto dei Creditori Pignoratizi, inclusi i loro successori e aventi causa, nonché delle New Secured Parties (come definite nel Contratto di Pegno).

Si dà altresì atto che, ai sensi del Contratto di Pegno, i Creditori Pignoratizi hanno dato mandato a Citicorp USA, Inc., quale Collateral Agent, a fare quanto necessario affinchè la Società annoti sul Nuovo Certificato sia il trasferimento del presente pegno di terzo grado a favore di ogni successore o avente causa dei Creditori Pignoratizi sia l’estensione del presente pegno di terzo grado a favore di nuovi soggetti che risultino creditori di MEMC Electronic Materials, Inc. in base a quanto previsto nel Contratto di Pegno (ivi definiti New Secured Parties), in entrambi i casi, con pari grado e diritti rispetto alla garanzia reale costituita a favore dei Creditori Pignoratizi di cui alla presente annotazione.

[Luogo e Data] _________________________
Un Amministratore

La costituzione in garanzia di cui sopra è stata annotata sul libro soci in data odierna ai sensi del R.D. 29.3.1942 n. 239.

[Luogo e Data] _________________________
Un Amministratore

EXHIBIT C

Text of the notation of the pledge to be inscribed, upon issuance, on the certificates representing the New Shares by a Director of MEMC Electronic Materials S.p.A.

It is acknowledged that, pursuant to Sections 1 and 2 the third degree deed of pledge (as amended on March 3, 2003 by the Italian Supplement to the Indenture Pledge Agreement executed in the United States of America by way of exchange of correspondence) dated November 13, 2001 (the "Deed of Pledge"), by and between MEMC Electronic Materials, Inc., a company existing under the laws of the United States of America, with registered office c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware, United States of America, as pledgor, and CITICORP USA, Inc., a company existing under the laws of the United States of America, with registered office at 2 Penns Way, Suite 200, New Castle, Delaware, United States of America, and acting as Collateral Agent (as defined in the Deed of Pledge), in its own name and in the name and on behalf of the Secured Parties (specified hereinafter and defined in the Deed of Pledge as "Secured Parties"), the shares of MEMC Electronic Materials S.p.A. (the "Company") represented by this share certificate No. [] (respectively, the "New Shares", as defined in the Deed of Pledge, and the "New

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Certificate") - already pledged pursuant to (i) the first degree pledge agreements defined under the Deed of Pledge, (a) Bank Revolver Pledge Agreement, as supplemented by the Bank Revolver Italian Supplement dated March 3, 2003 and (b) Reimbursement Pledge Agreement, as supplemented by the Reimbursement Italian Supplement dated March 3, 2003, and (ii) the second degree pledge agreement defined, under the Deed of Pledge, Investor Revolver Pledge Agreement, as supplemented by the Investor Revolver Italian Supplement dated March 3, 2003 all executed by and between MEMC Electronic Materials, Inc., as pledgor, CITICORP USA, Inc., as collateral agent acting in its own name and in the name and on behalf of the secured parties named therein (hereinafter collectively, the "Senior Secured Parties"),- are hereby pledged by MEMC Electronic Materials, Inc., for the benefit of:

Citibank N.A., a company existing under the laws of the United States of America, with registered office at 111 Wall Street, 14th Fl. New York, New York, U.S.A.; Citicorp USA, Inc., a company existing under the laws of the United States of America, with registered office at 2 Penns Way, Suite 200, New Castle, Delaware; TPG Wafer Partners LLC, a company existing under the laws of the United States of America, with registered office c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware; TPG Wafer Management LLC, a company existing under the laws of the United States of America, with registered office c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware; TCW/Crescent Mezzanine Partners III, L.P., a limited partnership existing under the laws of the United States of America, with registered office at 11100 Santa Monica Blvd., Suite 2000, Los Angeles, California; TCW/Crescent Mezzanine Trust III, a statutory business trust existing under the laws of the United States of America, with registered office at 11100 Santa Monica Blvd., Suite 2000, Los Angeles, California; TCW/Crescent Mezzanine Partners III Netherlands, L.P., a limited partnership existing under the laws of the United States of America, with registered office at 11100 Santa Monica Blvd., Suite 2000, Los Angeles, California; Green Equity Investors III, L.P., a limited partnership existing under the laws of the United States of America, with registered office at 11100 Santa Monica Blvd., Suite 2000, Los Angeles, California; and Green Equity Investors Side III, L.P., a limited partnership existing under the laws of the United States of America, with registered office at 11100 Santa Monica Blvd., Suite 2000, Los Angeles, California (the "Secured Parties")

as security for the full payment and performance of the obligations entitled Indenture Obligations (as defined in the Deed of Pledge), including those derived from the same Deed of Pledge, from the Indenture, the Notes and from the other Security Documents (as therein defined). Pursuant to the Deed of Pledge, however, the security interest referred to in this notation is to all effects subordinated to the senior security interests created in favor of the Senior Secured Parties on the New Certificate according to the pledge agreements defined above in (i) and (ii).

The voting rights, the related administrative rights, and the right to receive dividends relating to the pledged New Shares and represented by the New Certificate are governed by Section 5 of the Deed of Pledge.

It is acknowledged that pursuant to the Deed of Pledge, CITICORP USA, Inc., as Collateral Agent, hereby receives the pledge referred to in this annotation, and thus, in addition to maintaining the uninterrupted custody of the New Certificate on behalf of and in the interest of the Senior Secured Parties, it now starts to hold the New Certificate in custody also for the interest and on behalf of the Secured Parties, including their successors and assignees, as well as for the New Secured Parties (as defined in the Deed of Pledge).

It is also acknowledged that, pursuant to the Deed of Pledge, the Secured Parties instructed CITICORP USA, Inc., as Collateral Agent, to take all necessary steps to have the Company inscribing on the New Certificate both the transfer of this third degree pledge in favor of each successor or assignee of the

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Secured Parties, and the extension of this third degree pledge for the benefit of any new party who may become a creditor of MEMC Electronic Materials, Inc., pursuant to the Deed of Pledge (defined therein as "New Secured Parties"), in either case pari passu with and with the same rights attached to the security interest granted hereby in favor of the Secured Parties.

[Place and Date] _________________________
Director

The above creation of a security interest is inscribed in the shareholders’ book on today’s date pursuant to Royal Degree 29.3.1942 No. 239.

[Place and Date] _________________________
Director

EXHIBIT D

Testo dell’annotazione del pegno sulle Nuove Azioni da apporre sul libro soci della MEMC Electronic Materials S.p.A.

Si prende e si dà atto che, ai sensi delle Sezioni 1 e 2 del contratto di pegno di terzo grado (come modificato, in data 3 marzo 2003, dall’accordo denominato Italian Supplement to the Indenture Pledge Agreement concluso negli Stati Uniti d’America attraverso scambio di corrispondenza) del 13 novembre2001 (il "Contratto di Pegno") tra il socio unico MEMC Electronic Materials, Inc., società di diritto statunitense, con sede legale c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware, Stati Uniti d’America, in qualità di costituente il pegno, e CITICORP USA, Inc., società di diritto statunitense, con sede legale a 2 Penns Way, Suite 200, New Castle, Delaware, Stati Uniti d’America, e agente in qualità di Collateral Agent (come definito nel Contratto di Pegno), sia in nome proprio sia in nome e per conto dei Creditori Pignoratizi (come di seguito indicati e definiti nel Contratto di Pegno qua li Secured Parties), le n. [ ] azioni della Società rappresentate dal presente certificato azionario n. [ ] (rispettivamente le "Nuove Azioni" ovvero le New Shares, come definite nel Contratto di Pegno, ed il "Nuovo Certificato") - già costituite in garanzia a favore dei creditori pignoratizi in base (i) ai contratti di pegno di primo grado denominati, ai sensi del Contratto di Pegno, (a) Bank Revolver Pledge Agreement, come modificato dal Bank Revolver Italian Supplement del 3 marzo 2003 e (b) Reimbursement Pledge Agreement, come modificato dal Reimbursement Italian Supplement del 3 marzo 2003, e (ii) al contratto di pegno di secondo grado denominato, ai sensi del Contratto di Pegno, Investor Revolving Pledge Agreement, come modificato dall’Investor Revolver Italian Supplement del 3 marzo 2003 conclusi tra MEMC Electronic Materials, Inc., in qualità di costituente il pegno, Citicorp USA, Inc., in qualità di collateral age nt sia in nome proprio sia in nome e per conto dei rispettivi creditori pignoratizi ivi indicati (di seguito, collettivamente, i "Creditori Pignoratizi di Grado Anteriore") - sono costituite in pegno dall’azionista MEMC Electronic Materials, Inc., in favore di:

Citibank, N.A., società di diritto statunitense, con sede in 111 Wall Street, 14th Fl. New

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York, New York, U.S.A.; Citicorp USA, Inc., società di diritto statunitense, con sede in 2 Penns Way, Suite 200 New Castle, Delaware, U.S.A.; TPG Wafer Partners LLC, società di diritto statunitense, c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware, U.S.A.; TPG Wafer Management LLC, società di diritto statunitense, c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware, U.S.A.; TCW/Crescent Mezzanine Partners III, L.P., limited partnership di diritto statunitense, con sede in 11100 Santa Monica Blvd., Suite 2000, Los Angeles, California, U.S.A.; TCW/Crescent Mezzanine Trust III, statutory business trust di diritto statunitense, con sede in 11100 Santa Monica Blvd., Suite 2000, Los Angeles, California, U.S.A.; TCW/Crescent Mezzanine Partners III Netherlands, L.P. , limited partnership di diritto statunitense, con sede in 11100 Santa Monica Blvd., Suite 2000, Los Angeles, California, U.S.A.; Green Equity Investors III, L.P., limited partnership di diritto statunitense, con sede in 11100 Santa Monica Blvd., Suite 2000, Los Angeles, California, U.S.A.; Green Equity Investors Side III, L.P., limited partnership di diritto statunitense, con sede in 11100 Santa Monica Blvd., Suite 2000, Los Angeles, California, U.S.A. (i "Creditori Pignoratizi")

a garanzia dell’integrale adempimento delle obbligazioni denominate Indenture Obligations (come definite nel Contratto di Pegno), ivi incluse quelle derivanti dallo stesso Contratto di Pegno, dall’ Indenture, dalle Notes e dagli altri Security Documents (come ivi definiti). Ai sensi del Contratto di Pegno, tuttavia, il diritto reale di garanzia di cui alla presente annotazione è a tutti gli effetti subordinato rispetto ai diritti di pegno di grado anteriore costituiti sul Nuovo Certificato a seguito dei contratti di cui alle precedenti lettere (i) e (ii) a favore dei Creditori Pignoratizi di Grado Anteriore.

I diritti di voto, i diritti amministrativi connessi e il diritto a percepire i dividendi inerenti alle Nuove Azioni costituite in pegno e rappresentate dal Nuovo Certificato sono regolati dalla Sezione 5 del Contratto di Pegno.

Si dà atto che, ai sensi del Contratto di Pegno, Citicorp USA, Inc., quale Collateral Agent, riceve il pegno di cui alla presente annotazione e pertanto oltre a continuare a custodire ininterrottamente il Nuovo Certificato nell’interesse e per conto dei Creditori Pignoratizi di Grado Anteriore, viene ora a detenere il medesimo anche nell’interesse e per conto dei Creditori Pignoratizi, inclusi i loro successori e aventi causa, nonché delle New Secured Parties (come definite nel Contratto di Pegno).

Si dà altresì atto che, ai sensi del Contratto di Pegno, i Creditori Pignoratizi hanno dato mandato a Citicorp USA, Inc., quale Collateral Agent, a fare quanto necessario affinchè la Società annoti sul Nuovo Certificato sia il trasferimento del presente pegno di terzo grado a favore di ogni successore o avente causa dei Creditori Pignoratizi sia l’estensione del presente pegno di terzo grado a favore di nuovi soggetti che risultino creditori di MEMC Electronic Materials, Inc. in base a quanto previsto nel Contratto di Pegno (ivi definiti New Secured Parties), in entrambi i casi, con pari grado e diritti rispetto alla garanzia reale costituita a favore dei Creditori Pignoratizi di cui alla presente annotazione.

[Luogo e Data] _________________________
Un Amministratore

EXHIBIT D

Text of the notation of the pledge on the New Shares to be inscribed on shareholders’ book of MEMC Electronic Materials S.p.A.

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It is acknowledged that, pursuant to Sections 1 and 2 of the third degree deed of pledge (as amended on March 3, 2003 by the Italian Supplement to the Indenture Pledge Agreement executed in the United States of America by way of exchange of correspondence) dated November 13, 2001 (the "Deed of Pledge"), by and between the sole shareholder MEMC Electronic Materials, Inc., a company existing under the laws of the United States of America, with registered office c/o Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware, United States of America, as pledgor, and CITICORP USA, Inc., a company existing under the laws of the United States of America, with registered office at 2 Penns Way, Suite 200 New Castle, Delaware, United States of America, as Collateral Agent (as defined in the Deed of Pledge), acting in its own name and in the name and on behalf of the Secured Parties (as specified hereinafter and defined in the Deed of Pledge as "Secured Parties "), the shares of the Company represented by this share certificate No. [] (respectively, the "New Shares", as defined in the Deed of Pledge, and the "New Certificate") - already pledged pursuant to (i) the first degree pledge agreements defined under the Deed of Pledge, (a) Bank Revolver Pledge Agreement, as supplemented by the Bank Revolver Italian Supplement dated March 3, 2003 and (b) Reimbursement Pledge Agreement, as supplemented by the Reimbursement Italian Supplement dated March 3, 2003 and, (ii) the second degree pledge agreement defined, under the Deed of Pledge, Investor Revolver Pledge Agreement, as supplemented by the Investor Revolver Italian Supplement dated March 3, 2003, all executed by and between MEMC Electronic Materials, Inc., as pledgor, CITICORP USA, Inc., as collateral agent acting in its own name and in the name and on behalf of the respective secured parties named therein (hereinafter, collectively, the "Senior Secured Parties"), - are hereby pledged by the sole shareholder MEMC Ele ctronic Materials, Inc., for the benefit of:

Citibank N.A., a company existing under the laws of the United States of America, with registered office at 111 Wall Street, 14th Fl. New York, New York, U.S.A.; Citicorp USA, Inc., a company existing under the laws of the United States of America, with registered office at 2 Penns Way, Suite 200, New Castle, Delaware; TPG Wafer Partners LLC, a company existing under the laws of the United States of America, with registered office c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware; TPG Wafer Management LLC, a company existing under the laws of the United States of America, with registered office c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware; TCW/Crescent Mezzanine Partners III, L.P., a limited partnership existing under the laws of the United States of America, with registered office at 11100 Santa Monica Blvd., Suite 2000, Los Angeles, California; TCW/Crescent Mezzanine Trust III, a statutory business trust existing under the laws of the United States of America, with registered office at 11100 Santa Monica Blvd., Suite 2000, Los Angeles, California; TCW/Crescent Mezzanine Partners III Netherlands, L.P.,a limited partnership existing under the laws of the United States of America, with registered office at 11100 Santa Monica Blvd., Suite 2000, Los Angeles, California; Green Equity Investors III, L.P., a limited partnership existing under the laws of the United States of America, with registered office at 11100 Santa Monica Blvd., Suite 2000, Los Angeles, California; and Green Equity Investors Side III, L.P., a limited partnership existing under the laws of the United States of America, with registered office at 11100 Santa Monica Blvd., Suite 2000, Los Angeles, California (the "Secured Parties")

as security for the full payment or performance of the obligations entitled Indenture Obligations (as defined in the Deed of Pledge), including those derived from the same Deed of Pledge, from the Indenture, the Notes and from the other Security Documents (as therein defined). According to the terms of the Deed of Pledge, however, the security interest referred to in this notation is to all effects subordinated to the senior security interests created in favor of the Senior Secured Parties on the New Certificate pursuant to the pledge agreements defined above in (i) and (ii).

The voting rights, the related administrative rights, and the right to receive dividends relating to the pledges New Shares represented by the New Certificate are governed by Section 5 of the Deed of

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Pledge.

It is also acknowledged that according to the Deed of Pledge, CITICORP USA, Inc, as Collateral Agent, hereby receives the pledge referred to in this annotation, and thus, in addition to maintaining the uninterrupted custody of the New Certificate on behalf of and in the interest of the Senior Secured Parties, it now starts to hold the New Certificate in custody also in the interest and on behalf of the Secured Parties, including their successors and assignees, as well as for the New Secured Parties (as defined in the Deed of Pledge).

It is also acknowledged that, pursuant to the terms of the Deed of Pledge, the Secured Parties instructed CITICORP USA, Inc., as Collateral Agent, to take all necessary steps to have the Company inscribing on the New Certificate both the transfer of this third degree pledge in favor of each successor or assignee of the Secured Parties, and the extension of this third degree pledge for the benefit of any new party who may become a creditor of MEMC Electronic Materials, Inc., as set out in the Deed of Pledge (defined therein as "New Secured Parties"), in either case pari passu with and with the same rights as the security interest granted hereby in favor of the Secured Parties.

[Place and Date] _________________________
Director

EXHIBIT E

Testo dell’annotazione del pegno a favore di Nuovi Creditori Pignoratizi da apporre da parte di un Amministratore sui certificati azionari della MEMC Electronic Materials S.p.A.

Si prende e si dà atto che, su richiesta di CITICORP USA, Inc., società di diritto statunitense, con sede legale a 2 Penns Way, Suite 200 New Castle, Delaware, Stati Uniti d’America, ed agente anche in nome e per conto di [inserire la denominazione sociale del Nuovo Creditore Pignoratizio], società di diritto [ ], con sede legale in [ ], ai sensi della Sezione 2 del contratto di pegno di terzo grado (come modificato, in data 3 marzo 2003, dall’accordo denominato Italian Supplement to the Indenture Pledge Agreement concluso negli Stati Uniti d’America, attraverso scambio di corrispondenza) del 13 novembre2001 (il "Contratto di Pegno") tra MEMC Electronic Materials, Inc., società di diritto statunitense, con sede legale c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware, Stati Uniti d’America, in qualità di costituente il pegno, e CITICORP USA, Inc., in qualità di Collateral Agen t (come definito nel Contratto di Pegno) e agente sia in nome proprio sia in nome e per conto dei Creditori Pignoratizi (come definiti nel Contratto di Pegno) il pegno di terzo grado, già costituito sul presente certificato azionario n. [ ] (il "Certificato") (attualmente custodito da Citicorp USA, Inc.), da MEMC Electronic Materials, Inc. in favore dei Creditori Pignoratizi si intende esteso, con pari grado e diritti, anche a favore di [inserire la denominazione sociale del Nuovo Creditore Pignoratizio], a garanzia dell’integrale adempimento delle obbligazioni nei confronti di [inserire la denominazione sociale del Nuovo Creditore Pignoratizio] denominate Indenture Obligations (come definite nel Contratto di Pegno), ivi incluse quelle derivanti dallo stesso Contratto di Pegno, dall’Indenture, dalle Notes e dagli altri Security Documents tra cui il contratto del [ ], concluso in [ ], tra [inserire la denominazione sociale delle parti, incluso il Nuovo C reditore Pignoratizio].

Si dà atto che il pegno di terzo grado costituito sul Certificato è regolato dal Contratto di Pegno, in

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quanto applicabile e, pertanto, i diritti di voto, i diritti amministrativi connessi e il diritto a percepire i dividendi inerenti alle azioni rappresentate dal Certificato sono regolati dalla sezione 5 del Contratto di Pegno.

Si dà altresì atto che, ai sensi del Contratto di Pegno, Citicorp USA, Inc., quale Collateral Agent, riceve il pegno di cui alla presente annotazione e pertanto, oltre a continuare a custodire ininterrottamente il Certificato nell’interesse e per conto dei Creditori Pignoratizi, ivi inclusi i loro successori, aventi causa e le New Secured Parties (come definite nel Contratto di Pegno), viene ora a custodire il medesimo anche nell’interesse e per conto di [inserire la denominazione sociale del Nuovo Creditore Pignoratizio], ivi inclusi i suoi successori e aventi causa.

Si dà infine atto che il pegno di terzo grado esteso a favore di [inserire la denominazione sociale del Nuovo Creditore Pignoratizio] ha lo stesso grado e diritti della garanzia reale costituita sul Certificato a favore dei Creditori Pignoratizi in base al Contratto di Pegno, ferma restando l’esistenza sul Certificato di pegni di grado anteriore costituiti a seguito del (a) Bank Revolver Pledge Agreement, come modificato dal Bank Revolver Italian Supplement del 3 marzo 2003, (b) Reimbursement Pledge Agreement, come modificato dal Reimbursement Italian Supplement del 3 marzo 2003, (c) Investor Revolving Pledge Agreement, come modificato dall’Investor Revolver Italian Supplement del 3 marzo 2003, conclusi tra MEMC Electronic Materials, Inc., in qualità di costituente il pegno, CITICORP USA, Inc., in qualità di collateral agent sia in nome proprio sia in nome e per conto dei rispettivi creditori pignoratizi ivi indic ati.

[Luogo e Data] _________________________
Un Amministratore

La costituzione in garanzia di cui sopra è stata annotata sul libro soci in data odierna ai sensi del R.D. 29.3.1942 n. 239.

[Luogo e Data] _________________________
Un Amministratore

La costituzione in garanzia di cui sopra è stata annotata sul libro soci in data odierna ai sensi del R.D. 29.3.1942 n. 239.

EXHIBIT E

Text of the notation of the Pledge in favor of the New Secured Parties to be inscribed by a Director on the share certificates of MEMC Electronic Materials S.p.A.

It is hereby acknowledged that, upon request of CITICORP USA, Inc., a company existing under the laws of the United States of America, with registered office at 2, Penns Way, Suite 200, New Castle, Delaware, United States of America, acting also in the name and on behalf of [name of the New Secured Party], a company existing under the laws of [], with registered office at [ ], pursuant to Section 2 of the third degree deed of pledge (as amended, on March 3, 2003, by the Italian Supplement to the Indenture

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Pledge Agreement executed in the United States of America by way of exchange of correspondence) dated November 13, 2001, (the "Deed of Pledge"), by and between MEMC Electronic Materials, Inc., a company existing under the laws of the United States of America, with registered office c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware, United States of America, as pledgor, and CITICORP USA, Inc., acting in its capacity as Collater al Agent (as defined in the Deed of Pledge) in its own name and in the name and on behalf of the Secured Parties (as defined in the Deed of Pledge), the third degree pledge, already existing on this share certificate No. [ ] (the "Certificate") (currently held in custody by CITICORP USA, Inc.), created by MEMC Electronic Materials, Inc. in favor of the Secured Parties is hereby extended, pari passu with and with equal rights, also in favor of [name of the New Secured Party], as security for the full payment and performance of the Indenture Obligations (as defined in the Deed of Pledge) with respect to [name of the New Secured Party], including those obligations arising from the Deed of Pledge, from the Indenture, the Notes and from the Security Documents, including the agreement executed in [ ], on [ ], by and between [name of the parties thereof, including the New Secured Party].

It is acknowledged that the third degree pledge created on the Certificate is governed by the Deed of Pledge, where applicable and, therefore, the voting rights, the right to receive dividends and the relating administrative rights, are governed by Section 5 of the Deed of Pledge.

It is also acknowledged that according to the Deed of Pledge, CITICORP USA, Inc, as Collateral Agent, hereby receives the pledge referred to in this annotation, and thus, in addition to maintaining the uninterrupted custody of the New Certificate on behalf of and in the interest of the Senior Secured Parties, it now starts to hold the New Certificate in custody also in the interest and on behalf of the Secured Parties, including their successors and assignees, as well as for the New Secured Parties (as defined in the Deed of Pledge).

Lastly, it is acknowledged that the third degree pledge extended in favor of the [name of New Secured Party] grants the same rights of, and is pari passu with, the security interest created on the Certificate in favor of the Secured Parties pursuant to the Deed of Pledge, it being understood that on the Certificate are already existing senior security interests created pursuant to (a) the Bank Revolver Pledge Agreement, as supplemented by the Bank Revolver Italian Supplement dated March 3, 2003, (b) the Reimbursement Pledge Agreement as supplemented by the Reimbursement Italian Supplement dated March 3, 2003 and (c) the Investor Revolving Pledge Agreement, as supplemented by the Investor Revolver Italian Supplement dated March 3 2003 entered into by and between MEMC Electronic Materials, Inc., in its capacity as pledgor, and Citicorp USA, Inc., in its capacity as Collateral Agent acting in its own name and in the name, and on behalf of, the Secured Parties defined therein.

[Place and Date] _________________________
Director

A notation regarding the above security interest has been made in the shareholders’ book of MEMC Electronic Materials S.p.A. pursuant to Royal Decree No. 239/42.

[Place and Date] _________________________
Director

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EXHIBIT F

Testo dell’annotazione del pegno a favore di Nuovi Creditori Pignoratizi da apporre sul libro soci di MEMC Electronic Materials S.p.A.

Si prende e si dà atto che, su richiesta di CITICORP USA, Inc., società di diritto statunitense, con sede a 2 Penns Way, Suite 200, New Castle, Delaware, Stati Uniti d’America, ed agente anche in nome e per conto di [inserire la denominazione sociale del Nuovo Creditore Pignoratizio], società di diritto [ ], con sede legale in [ ], ai sensi della Sezione 2 del contratto di pegno di terzo grado (come modificato, in data 3 marzo 2003, dall’accordo denominato Italian Supplement to the Indenture Pledge Agreement concluso negli Stati Uniti d’America, attraverso scambio di corrispondenza) del 13 novembre2001 (il "Contratto di Pegno") tra il socio unico MEMC Electronic Materials, Inc., società di diritto statunitense, con sede legale c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware, Stati Uniti d’America, in qualità di costituente il pegno, e CITICORP USA, Inc., in qualità di Collat eral Agent (come definito nel Contratto di Pegno) e agente sia in proprio nome sia in nome e per conto dei Creditori Pignoratizi (come definiti nel Contratto di Pegno), il pegno di terzo grado, già costituito sul presente certificato azionario n. [ ] (il "Certificato") (attualmente custodito da Citicorp USA, Inc.) da MEMC Electronic Materials, Inc. a favore dei Creditori Pignoratizi, si intende esteso, con pari grado e diritti, anche a favore di [inserire la denominazione sociale del Nuovo Creditore Pignoratizio], a garanzia dell’integrale adempimento delle obbligazioni nei confronti di [inserire la denominazione sociale del Nuovo Creditore Pignoratizio] denominate Indenture Obligations (come definite nel Contratto di Pegno), ivi incluse quelle derivanti dallo stesso Contratto di Pegno, dall’Indenture, dalle Notes e dagli altri Security Documents, tra cui il contratto del [ ], concluso in [ ], tra [inserire la denominazione sociale delle p arti incluso il Nuovo Creditore Pignoratizio].

Si dà atto che il pegno di terzo grado costituito sul Certificato è regolato dal Contratto di Pegno, in quanto applicabile, e, pertanto, i diritti di voto, i diritti amministrativi connessi e il diritto a percepire i dividendi inerenti alle azioni rappresentate dal Certificato sono regolati dalla Sezione 5 del Contratto di Pegno.

Si dà altresì atto che, ai sensi del Contratto di Pegno, Citicorp USA, Inc., quale Collateral Agent, riceve il pegno di cui alla presente annotazione e pertanto, oltre a continuare a custodire ininterrottamente il Certificato nell’interesse e per conto dei Creditori Pignoratizi, ivi inclusi i loro successori, aventi causa e le New Secured Parties (come definite nel Contratto di Pegno), viene ora a custodire il medesimo anche nell’interesse e per conto di [inserire la denominazione sociale del Nuovo Creditore Pignoratizio], ivi inclusi i suoi successori e aventi causa.

Si dà atto infine che il pegno di terzo grado esteso a favore di [inserire la denominazione sociale del Nuovo Creditore Pignoratizio] ha lo stesso grado e diritti della garanzia reale costituita sul Certificato a favore dei Creditori Pignoratizi in base al Contratto di Pegno, ferma restando l’esistenza sul Certificato di pegni di grado anteriore costituiti a seguito del (a) Bank Revolver Pledge Agreement, come modificato dal Bank Revolver Italian Supplement del 3 marzo 2003, (b) Reimbursement Pledge Agreement, come modificato dal Reimbursement Italian Supplement del 3 marzo 2003 e (c) Investor Revolving Pledge Agreement, come modificato dall’Investor Revolver Italian Supplement del 3 marzo 2003, e conclusi tra MEMC Electronic Materials, Inc., in qualità di costituente il pegno, CITICORP USA, Inc., in qualità di collateral agent sia in nome proprio sia in nome e per conto dei rispettivi creditori pignoratizi ivi in dicati.

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[Luogo e Data] _________________________
Un Amministratore

EXHIBIT F

Text of the notation of the pledge in favor of the New Secured Parties to be inscribed in the

shareholders’ book of MEMC Electronic Materials S.p.A.

It is hereby acknowledged that, upon the request of CITICORP USA, Inc., a company existing under the laws of the United States of America, with registered office at 2 Penns Way, Suite 200, New Castle, Delaware, United States of America, acting also in the name and on behalf of [name of the New Secured Party], a company existing under the laws of [ ], with registered office at [], pursuant to Section 2 of the third degree deed of pledge (as supplemented, on March 3 2003, by the Italian Supplement to the Indenture Pledge Agreement executed in the United States of America by way of exchange of correspondence) dated November 13, 2001 (the "Deed of Pledge") by and between the sole shareholder MEMC Electronic Materials, Inc., a company duly incorporated and existing under the laws of the United States of America, with registered office c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware, United States of America, as pledgor, and Citico rp USA, Inc., in its capacity as Collateral Agent (as defined therein), acting in its own name, and in the name and on behalf of the Secured Parties (as defined in the Deed of Pledge), the third degree pledge, already existing on this share certificate No. [ ] (the "Certificate") (currently held by Citicorp USA, Inc.), (the "Certificate") created by MEMC Electronic Materials, Inc., in favor of the Secured Parties is hereby extended, pari passu and with equal rights, also in favor of [name of the New Secured Party], as security for the full payment and punctual performance of the Indenture Obligations (as defined in the Deed of Pledge) with respect to [name of the New Secured Party], including those obligations arising from the Deed of Pledge, from the Indenture, the Notes and from the Security Documents, including the agreement executed in [], on [ ], by and between [name of the parties thereof, including the New Secured Party].

It is acknowledged that the third degree pledge created on the Certificate is governed by the Deed of Pledge, where applicable and, therefore, the voting rights, the right to receive dividends and the relating administrative rights, are governed by Section 5 of the Deed of Pledge.

It is also acknowledged that, pursuant to the Deed of Pledge, Citicorp USA, Inc., in its capacity as Collateral Agent, hereby receives the pledge to which this annotation pertains and, thus, in addition to maintaining the uninterrupted custody of the Certificate in the interest and on behalf of the Secured Parties, including their successors or assignees, and the New Secured Parties (as defined in the Deed of Pledge) it now starts to hold the Certificate in custody also on behalf of [name of New Secured Party] including its successors or assignees.

Lastly, it is also acknowledged that the third degree pledge extended in favor of the [name of New Secured Party] grants the same rights of, and is pari passu with, the security interest created on the Certificate in favor of the Secured Parties pursuant to the Deed of Pledge, it being understood that on the Certificate have already been created senior security interests pursuant to (a) the Bank Revolver Pledge Agreement, as supplemented by the Bank Revolver Italian Supplement dated March 3, 2003, (b) the

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Reimbursement Pledge Agreement as supplemented by the Reimbursement Italian Supplement dated March 3, 2003 and (c) the Investor Revolving Pledge Agreement as supplemented by the Investor Revolver Italian Supplement dated March 3, 2003 entered into by and between MEMC Electronic Materials, Inc., in its capacity as pledgor, and CITICORP USA, Inc., in its capacity as Collateral Agent in its own name and in the name, and on behalf of, the Secured Parties defined therein.

[Place and Date] _________________________
Director

EXHIBIT G

[Letterhead of Citicorp USA, Inc.]

New Secured Party Notice

To:  Chairman of the Board of Directors
MEMC Electronic Materials S.p.A.
Viale Gherzi n. 31
Novara
Italy

c.c.: MEMC Electronic Materials, Inc.
c/o The Corporation Trust Company
Corporation Trust Center
1209 Orange Street
DE 19801

To the attention of General Counsel

From: Citicorp USA, Inc.

Dated:  []

Re: Italian Supplement to the Indenture Pledge Agreement dated November 13, 2001

Dear Sirs,

1. We refer to the deed of pledge (Contratto di pegno) executed and delivered in the United States of America on November 13, 2001, by and between MEMC Electronic Materials, Inc., Pledgor, and Citicorp USA, Inc., Collateral Agent, also in the name and on behalf of the Secured Parties, as supplemented by an Italian Supplement dated March 3, 2003 (the "Indenture Italian Supplement"). This is a New Secured Party Notice. The terms in capital letters shall bear the meanings indicated beside each one of them or, absent any indication, shall have the same meaning assigned to them under the "Indenture Italian Supplement".

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2.

We confirm that, pursuant to [insert details of the Transaction Document pursuant to which the New Secured Party has become a [Holder] Party], [insert corporate name of the New Secured Party], a company incorporated under the laws of [], with registered office in [], has become a [Holder] under the [Indenture]

3.

Pursuant to Section 2 of the "Indenture Italian Supplement", we request to annotate the extension of the Pledge in favor of [insert corporate name of the New Secured Party] on the Certificate [add, if applicable: and on the certificates representing the New Shares], substantially in the form indicated in Exhibit E to the "Indenture Italian Supplement". We also request to annotate such extension of the Pledge in the shareholders’ book of MEMC Electronic Materials S.p.A. substantially in the form indicated in Exhibit F to the "Indenture Italian Supplement".

[Date]

Signed:
Citicorp USA, INC.
[Name]
[Title]

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EX-10.I(2)

Exhibit 10-i(2)

November 14, 2002

TPG Wafer Holdings LLC

Attn.: Richard A. Ekleberry, Esq.

301 Commerce Street, Suite 3300

Fort Worth, Texas 76102

Re:    Amendment No. 2 to Registration Rights Agreement

Dear Rick:

Reference is made to the Registration Rights Agreement dated as of November 13, 2001, by and between MEMC Electronic Materials, Inc., a Delaware corporation (the “Company”), the guarantors included on the signature lines thereto (the “Guarantors” and, together with the Company, the “Company Parties”) and TPG Wafer Holdings LLC, a Delaware limited liability company (together with its permitted assigns, “TPG”), as amended by the letter agreement among the parties dated July 15, 2002 (as amended, the “Agreement”).

The Company Parties and TPG agree that, effective as of the date hereof, the definitions of “Effectiveness Date” and “Filing Date” as set forth Section 1.2 of the Agreement shall be deleted in their entirety and the following shall substituted in lieu thereof:

“Effectiveness Date” means April 30, 2003.

“Filing Date” means February 28, 2003.

Except as otherwise provided herein, all other terms and conditions of the Agreement shall remain in full force and effect.

This letter agreement may be executed in counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument.

Very truly yours,

MEMC ELECTRONIC MATERIALS, INC.
By:	/s/    James M. Stolze
	James M. Stolze Executive Vice President and Chief Financial Officer

TPG Wafer Holdings LLC

Attn.: Richard A. Ekleberry, Esq.

November 14, 2002

Page 2

EACH OF THE SUBSIDIARIES LISTED ON SCHEDULE 1 HERETO, as Guarantors
By:	/s/    Kenneth L. Young
	Kenneth L. Young, in his capacity as Treasurer for each of the Subsidiaries listed on Schedule I hereto

ACCEPTED AND AGREED:

TPG WAFER HOLDINGS LLC

By: TPG Wafer Partners LLC, its Managing Member

By: TPG Partners III, L.P., its Managing Member

By: TPG GenPar III, L.P., its general partner

By: TPG Advisors III, Inc. its general partner

By:	/s/    Richard A. Ekleberry
	Richard A. Ekleberry Vice President

Schedule I

Guarantors: MEMC Pasadena, Inc. MEMC International, Inc. MEMC Southwest Inc. SiBond, L.L.C. PlasmaSil, L.L.C. MEMC Holdings Corporation

EX-10.CC(12)

MEMC ELECTRONIC MATERIALS, INC.
FORM OF STOCK OPTION GRANT AGREEMENT
1995 Equity Incentive Plan
Three Year Vesting for Board of Directors

 THIS AGREEMENT, made as of this _______day of ____________, between MEMC Electronic Materials, Inc. (the "Company") and __________________ (the "Director").

 WHEREAS, the Company has adopted and maintains the MEMC Electronic Materials, Inc. 1995 Equity Incentive Plan, as amended (the "Plan"), to promote the interests of the Company and its stockholders by providing the Company's key employees and directors with an appropriate incentive to encourage them to continue in the service of the Company and to improve the growth and profitability of the Company;

 WHEREAS, the Plan provides for the Grant to directors of Non-Qualified Stock Options to purchase shares of Common Stock of the Company.

 NOW, THEREFORE, in consideration of the mutual covenants set forth in this Agreement, the parties hereto hereby agree as follows:

 1. Grant of Options. Pursuant to, and subject to, the terms and conditions set forth herein and in the Plan, the Company hereby grants to the Director a NON-QUALIFIED STOCK OPTION (the "Option") with respect to _________ shares of Common Stock of the Company.

 2. Grant Date. The Grant Date of the Option hereby granted is as of _______________.

 3. Incorporation of Plan. All terms, conditions and restrictions of the Plan are incorporated herein and made part hereof as if stated herein. If there is any conflict between the terms and conditions of the Plan and this Agreement, the terms and conditions of the Plan, as interpreted by the Committee, shall govern. All capitalized terms used herein shall have the meaning given to such terms in the Plan.

 4. Exercise Price. The exercise price of each share underlying the Option hereby granted is $______.

 5.Vesting Date. The Option shall become vested and exercisable as follows:

On Anniversary of Date of Grant	The Option will be exercisable for the following portion of the shares of Common Stock underlying the Option
First	33 1/3%
Second	66 2/3%
Third	100%

Fractional shares shall be rounded down to the nearest whole share.

Notwithstanding the foregoing, unless the Committee determines otherwise at a later date, if within the

two year period following a Change in Control, the Director's service on the Board of Directors of the Company is terminated by the shareholders of the Company, the entire Option held by such Director shall become vested and exercisable immediately as of the effective date of the termination of such Director's service on the Board of Directors of the Company. The entire Option held by such Director also shall become vested and exercisable immediately upon the death or Disability of the Director.

7. Expiration Date. Subject to the provisions of the Plan and paragraph 6 above, with respect to the Option or any portion thereof which has not become exercisable, the Option shall expire on the date the Director's service on the Board of Directors of the Company is terminated for any reason; and with respect to the Option or any portion thereof which has become exercisable, the Option shall expire on the earlier of: (i) 90 days after the date the Director's service on the Board of Directors of the Company is terminated for any reason other than death or Disability; (ii) three years after the date the Director's service on the Board of Directors of the Company is terminated by reason of the Director's death or Disability and (iii) the 10th anniversary of the Grant Date.

8. Delays or Omissions. No delay or omission to exercise any right, power or remedy accruing to any party hereto upon any breach or default of any party under this Agreement, shall impair any such right, power or remedy of such party nor shall it be construed to be a waiver of any such breach or default, or an acquiescence therein, or of or in any similar breach or default thereafter occurring nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default theretofore or thereafter occurring. Any waiver, permit, consent or approval of any kind or character on the part of any party of any breach or default under this Agreement, or any waiver on the part of any party or any provisions or conditions of this Agreement, shall be in writing and shall be effective only to the extent specifically set forth in such writing.

9. Limitation on Transfer. During the lifetime of the Director, the Option shall be exercisable only by the Director. The Option shall not be assignable or transferable other than by will or by the laws of descent and distribution. Notwithstanding the foregoing, the Director may request authorization from the Committee to assign his rights with respect to the Option granted herein to a trust or custodianship, the beneficiaries of which may include only the Director, the Director's spouse or the Director's lineal descendants (by blood or adoption), and, if the Committee grants such authorization, the Director may assign his rights accordingly. In the event of any such assignment, such trust or custodianship shall be subject to all the restrictions, obligations, and responsibilities as apply to the Director under the Plan and this Stock Option Grant Agreement and shall be entitled to all the rights of the Director under the Plan.

10. Integration. This Agreement, and the other documents referred to herein or delivered pursuant hereto which form a part hereof contain the entire understanding of the parties with respect to its subject matter. There are no restrictions, agreements, promises, representations, warranties, covenants or undertakings with respect to the subject matter hereof other than those expressly set forth herein. This Agreement, including without limitation the Plan, supersedes all prior agreements and understandings between the parties with respect to its subject matter.

11. Governing Law. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Delaware, without regard to the provisions governing conflict of laws.

12. Director Acknowledgment. By accepting this grant, the Director acknowledges receipt of a copy of the Plan, and acknowledges that all decisions, determinations and interpretations of the Committee in respect of the Plan, this Agreement and the Option shall be final and conclusive.

MEMC Electronic Materials, Inc.

By: ______________________________
Name: John Marren
Title: Chairman of the Board

EX-10.DD(3)

Exhibit 10-dd(3)

MEMC ELECTRONIC MATERIALS, INC.
FORM OF STOCK OPTION GRANT AGREEMENT
2001 Equity Incentive Plan
End of Contract Vesting

THIS AGREEMENT, made as of this _________day of ____________. ____________, between MEMC Electronic Materials, Inc. (the "Company") and _____________________ (the "Participant").

WHEREAS, the Company has adopted and maintains the MEMC Electronic Materials, Inc. 2001 Equity Incentive Plan, as amended (the "Plan"), to promote the interests of the Company and its stockholders by providing the Company's key employees and others with an appropriate incentive to encourage them to continue in the employ of the Company and to improve the growth and profitability of the Company;

WHEREAS, the Plan provides for the Grant to Participants in the Plan of Non-Qualified Stock Options to purchase shares of Common Stock of the Company.

NOW, THEREFORE, in consideration of the mutual covenants set forth in this Agreement, the parties hereto hereby agree as follows:

1. Grant of Options. Pursuant to, and subject to, the terms and conditions set forth herein and in the Plan, the Company hereby grants to the Participant a NON-QUALIFIED STOCK OPTION (the "Option") with respect to _____________shares of Common Stock of the Company.

2. Grant Date. The Grant Date of the Option hereby granted is as of ________________.

3. Incorporation of Plan. All terms, conditions and restrictions of the Plan are incorporated herein and made part hereof as if stated herein. If there is any conflict between the terms and conditions of the Plan and this Agreement, the terms and conditions of the Plan, as interpreted by the Committee, shall govern. All capitalized terms used herein shall have the meaning given to such terms in the Plan.

4. Retirement. For purposes of this Agreement, Retirement shall mean retirement from active employment with the Company and its subsidiaries on or after the attainment of age 65, or after attainment of age 55 and completion of 10 years of service with the Company.

5. Exercise Price. The exercise price of each share underlying the Option hereby granted is $_________.

6. Vesting Date. The Option shall become vested and exercisable ___________, _________. Notwithstanding the foregoing, unless the Committee determines otherwise at a later date, if within the two year period following a Change in Control the Participant's Employment is terminated by the Company or its Affiliate without Cause or by the Participant for Good Reason, the entire Option held by such Participant shall become vested and exercisable immediately as of the effective date of the termination of such Participant's Employment. The entire Option held by such Participant also shall become vested and exercisable immediately upon the death or Disability of the Participant.

7. Expiration Date. Subject to the provisions of the Plan and paragraph 6 above, with respect to the Option or any portion thereof which has not become exercisable, the Option shall expire on the date the Participant's Employment is terminated for any reason, and with respect to the Option or any portion thereof which has become exercisable, the Option shall expire on the earlier of: (i) the commencement of business on the date the Participant's Employment is terminated for Cause; (ii) 90 days after the date

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the Participant's Employment is terminated for any reason other than Cause, death, Disability or Retirement; (iii) one year after the date of the Participant's Employment is terminated by reason of the Participant's death; (iv) one year after the date the Participant's Employment is terminated by reason of Disability or Retirement, provided, however, that if during such one year period following the termination of the Participant's Employment by reason of Disability or Retirement the Participant dies, the Participant's legal representative or beneficiary may exercise the Participant's Option(s), or any portion thereof, which have become exercisable on the date of the Participant's Employment is terminated for a period of one year from the date of the Participant's death; or (iv) the 10th anniversary of the Grant Date.

8. Delays or Omissions. No delay or omission to exercise any right, power or remedy accruing to any party hereto upon any breach or default of any party under this Agreement, shall impair any such right, power or remedy of such party nor shall it be construed to be a waiver of any such breach or default, or an acquiescence therein, or of or in any similar breach or default thereafter occurring nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default theretofore or thereafter occurring. Any waiver, permit, consent or approval of any kind or character on the part of any party of any breach or default under this Agreement, or any waiver on the part of any party or any provisions or conditions of this Agreement, shall be in writing and shall be effective only to the extent specifically set forth in such writing.

9. Limitation on Transfer. During the lifetime of the Participant, the Option shall be exercisable only by the Participant. The Option shall not be assignable or transferable other than by will or by the laws of descent and distribution. Notwithstanding the foregoing, the Participant may request authorization from the Committee to assign his rights with respect to the Option granted herein to a trust or custodianship, the beneficiaries of which may include only the Participant, the Participant's spouse or the Participant's lineal descendants (by blood or adoption), and, if the Committee grants such authorization, the Participant may assign his rights accordingly. In the event of any such assignment, such trust or custodianship shall be subject to all the restrictions, obligations, and responsibilities as apply to the Participant under the Plan and this Stock Option Grant Agreement and shall be entitled to all the rights of the Participant under the Plan.

10. Integration. This Agreement, and the other documents referred to herein or delivered pursuant hereto which form a part hereof contain the entire understanding of the parties with respect to its subject matter. There are no restrictions, agreements, promises, representations, warranties, covenants or undertakings with respect to the subject matter hereof other than those expressly set forth herein. This Agreement, including without limitation the Plan, supersedes all prior agreements and understandings between the parties with respect to its subject matter.

11. Governing Law. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Delaware, without regard to the provisions governing conflict of laws.

12. Participant Acknowledgment. By accepting this grant, the Participant acknowledges receipt of a copy of the Plan, and acknowledges that all decisions, determinations and interpretations of the Committee in respect of the Plan, this Agreement and the Option shall be final and conclusive.

MEMC ELECTRONIC MATERIALS, INC.

By:_________________________________

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EX-10.KK

Exhibit 10-kk

EMPLOYMENT AGREEMENT

This EMPLOYMENT AGREEMENT (the "Agreement") is entered into as of this 1st day of January, 2002 by and between MEMC Electronic Materials Inc., a Delaware corporation (the "Company"), and James G. Weathers, Jr. ("Executive").

WITNESSETH:

WHEREAS, the Company desires to continue to employ Executive as an executive officer of the Company and Executive desires to continue such employment on the terms and conditions set forth herein;

NOW, THEREFORE, in consideration of the premises and the mutual covenants and promises contained herein and for other good and valuable consideration, the Company and Executive hereby agree as follows:

l. Term; Position and Responsibilities. Unless Executive's employment shall sooner terminate pursuant to Section 4 hereof, the Company shall employ Executive on the terms and subject to the conditions of this Agreement for a three-year term commencing on November 13, 2001 (the "Commencement Date") and ending on the day immediately preceding the third anniversary of the Commencement Date. The period during which Executive is employed by the Company pursuant to this Agreement shall be referred to as the "Employment Period." During the Employment Period, Executive shall serve as an executive officer of the Company and shall have such duties and responsibilities as are customarily assigned to individuals serving in such position and such other duties as the Company specifies from time to time. Executive shall comply with all policies and procedures of the Company. Executive shall devote all of his skill, knowledge, commercial efforts and working time to the consc ntious and faithful performance of his duties and responsibilities for the Company (except for (i) vacation time as set forth in Section 3(b) hereof and absence for sickness or similar disability and (ii) to the extent that it does not interfere with the performance of Executive's duties hereunder, (A) such reasonable time as may be devoted to the fulfillment of Executive's civic responsibilities, (B) such reasonable time as may be necessary from time to time for personal financial matters and (C) certain other activities with the prior written consent of the Chief Executive Officer of the Company).

2. Compensation.

(a) Base Salary. As compensation for the services to be performed by Executive during the Employment Period, from the Commencement Date through the end of calendar year 2001, the Company shall pay Executive a base salary at an annualized rate of $185,000, payable in installments on the Company's regular payroll dates. Beginning on January 1, 2002, Executive's base salary shall be reduced by twenty percent (20%) until such time as the Company attains certain financial objectives as may be established by the Board of Directors of the Company (the "Board"), from time to time, in its sole discretion. In the event Executive's base salary is restored to the annualized rate specified for calendar year 2001 above, Executive's base salary shall be reviewed from time to time and may be adjusted by the Board, in its sole discretion. Notwithstanding the foregoing, Executive's base salary shall not be decreased except if such decrease is part of a base salary reduction applicable to broad class of management employees. The annual base salary payable to Executive under this Section 2 shall hereinafter be referred to as the "Base Salary".

(b) Annual Bonus. During the Employment Period, Executive shall have the opportunity to earn an

annual bonus (an "Annual Bonus"), with a target bonus of 35% of Executive's Base Salary (the "Target Bonus") and a maximum bonus of 61% of Executive's Base Salary (the "Maximum Annual Bonus"), in respect of each calendar year pursuant to the terms of the Company's Annual Incentive Plan then existing for such calendar year; provided, however, that, except as may be provided in Section 4(f) hereof, the Annual Bonus for any calendar year shall be payable to Executive only if Executive is employed by the Company on the date on which such Annual Bonus is paid. The amount of any Annual Bonus and all other terms and conditions related thereto (including without limitation any performance criteria and the form of payment of such Annual Bonus) shall be determined by the Board, in its sole discretion.

(c) Stock Options.

(i) Initial Grant. As soon as reasonably practicable after the date of this Agreement, the Company shall cause the Board or a committee thereof to grant to Executive a non-qualified option to purchase 100,000 shares of common stock of the Company, at an exercise price per share equal to fair market value per share as of the date of grant, (the "Initial Performance Option") and an additional non-qualified option to purchase 100,000 shares of common stock of the Company, at an exercise price equal to $1.50 per share (the "Initial Service Option" and together with the Initial Performance Option, referred to herein as the "Initial Options"). The terms and conditions of the Initial Options shall be governed by the Company's 1995 Equity Incentive Plan, as it may be amended from time to time (the "1995 Plan"), and shall be evidenced by a separate stock option agreement executed by the Company and Executive (the "Initial Stock Option Agreement") which hall contain terms consistent with this Section 2(c)(i) and other customary terms. The Initial Stock Option Agreement shall provide, among other things, for the following:

(A) the Initial Service Option shall become exercisable in four equal annual installments on each of the first, second, third and fourth anniversaries of the Commencement Date, provided that Executive remains continuously employed by the Company through each such date;

(B) Notwithstanding the foregoing, to the extent that the exercise of any portion of the Initial Service Option would result in the Company losing its deduction under Section 162(m) of the Internal Revenue Code of 1986, as amended (the "Code"), or any successor thereto, such Initial Service Option shall not be exercisable until the earlier of the date the Company will receive its deduction under Section 162(m) of the Code and the date that is nine years and ten months from the applicable grant date.

(C) the Initial Performance Option shall vest on the seventh anniversary of the Commencement Date if Executive is actively employed by the Company on such anniversary; provided, however, that the vesting of the Initial Performance Options, or any portion thereof, may be accelerated based upon the achievement of financial and operating objectives that will be established by the Company prior to February 28, 2002, provided Executive is actively employed with the Company on the date of such acceleration;

(D) the Initial Options shall expire on the tenth anniversary of the date of grant, provided that such Initial Options shall be subject to earlier expiration upon termination of employment in accordance with the Initial Stock Option Agreement; and

(E) upon Executive's termination of employment other than a termination by the Company for Cause, Executive shall have at least ninety (90) days after the Date of Termination (as hereinafter defined) to exercise any or all of the Initial Options that have become vested as of the Date of Termination.

(ii) Existing Options; Subsequent Grant.

(A) Optional Cancellation of Existing Options. The Company intends to permit Executive on or about June 1, 2002, to cancel any and all of his rights to or in his option to purchase 68,200 shares of common stock of the Company granted to him prior to the Commencement Date (the "Existing Option"), such cancellation to be effective as of June 1, 2002. Until Executive elects to cancel his Existing Option (if he elects to do so at all), such Existing Option shall continue to be governed by the terms of the applicable plan and stock option agreement under which the Existing Option was awarded to Executive (collectively, the "Existing Stock Option Agreement").

(B) Subsequent Grant. In the event that Executive elects to cancel his Existing Option as provided in Section 2(c)(ii)(A) above and subject to Executive's continuous employment with the Company, as soon as reasonably practicable following January 1, 2003, the Company shall cause the Board or a committee thereof to grant Executive non-qualified options (the "Subsequent Options") to purchase at least 25,000 shares of common stock of the Company (the "Subsequent Option Shares"). The Subsequent Options granted on or about January 1, 2003 shall have an exercise price per share equal to the "fair market value" (as such term is defined in the 1995 Plan) per share at the date of grant. The Subsequent Options with respect to fifty percent (50%) of such Subsequent Option Shares shall be referred to herein as the "Subsequent Service Option" and the Subsequent Options with respect to the remaining Subsequent Option Shares shall be referred to herein as the "Subseque Performance Option." The terms and conditions of the Subsequent Options shall be evidenced by a stock option agreement (the "Subsequent Stock Option Agreement" and together with the Initial Stock Option Agreement and the Existing Stock Option Agreement, collectively referred to herein as the "Stock Option Agreements"). The Subsequent Stock Option Agreement shall contain terms consistent with this Section 2(c)(ii)(B) and other customary terms, including the following:

(1) the Subsequent Service Option shall become exercisable in four equal annual installments on each of the first, second, third and fourth anniversaries of the grant date, provided that Executive remains continuously employed by the Company through each such date;

(2) the Subsequent Performance Option shall vest on the seventh anniversary of the grant date if Executive is actively employed with the Company on such anniversary; provided, however, that the vesting of the Subsequent Performance Option, or any portion thereof, may be accelerated based upon the achievement of financial and operating objectives established by the Company prior to February 28, 2003, provided Executive is actively employed with the Company on the date of such acceleration;

(3) the Subsequent Options shall expire on the tenth anniversary of the date of grant, provided that such Subsequent Options shall be subject to earlier expiration upon termination of employment in accordance with the Subsequent Stock Option Agreement; and

(4) upon Executive's termination of employment other than a termination by the Company for Cause, Executive shall have at least ninety (90) days after the Date of Termination (as hereinafter defined) to exercise any or all of the Subsequent Options that are vested as of the Date of Termination.

3. Employee Benefits.

(a)   Participation in Employee Benefit Plans. During the Employment Period, Executive shall be eligible to participate in the employee benefit plans and programs maintained by the Company from time to time and generally available to the senior executives of the Company including to the extent maintained by the Company life, medical, dental, accidental and disability insurance plans and profit sharing, pension, retirement, deferred compensation and savings plans, in accordance with the terms and conditions thereof as in effect from time to time.

(b) Vacation. During the Employment Period, Executive shall be entitled to the same amount of annual vacation that Executive is entitled to on the date of this Agreement on an annualized basis, as may be increased from time to time consistent with the Company's past practices, provided that in no case will there be any carryover accumulation.

4. Termination of Employment. Executive's employment may be terminated prior to the end of the employment term specified in Section 1 hereof as follows:

(a) Termination Due to Death or Disability. Executive's employment may be terminated by the Company due to Executive's Disability (as defined below). In the event that Executive's employment hereunder terminates due to his death or is terminated by the Company due to Executive's Disability, no termination benefits shall be payable to or in respect of Executive except as provided in Section 4(f)(ii). For purposes of this Agreement, "Disability" shall mean a physical or mental condition entitling Executive to benefits under the long-term disability policy maintained by the Company, as such policy may be amended from time to time. Executive's employment shall be deemed to have terminated as a result of Disability on the date as of which he is first entitled to receive disability benefits under such policy.

(b) Termination by the Company for Cause. Executive's employment may be terminated by the Company for Cause (as defined below). In the event of a termination of Executive's employment by the Company for Cause, no termination benefits shall be payable to or in respect of Executive except as provided in Section 4(f)(ii). For purposes of this Agreement, "Cause" shall mean (i)  the failure of Executive to make a good faith effort to substantially perform his duties hereunder (other than any such failure due to Executive's Disability) or Executive's insubordination with respect to a specific directive of the Chief Executive Officer of the Company or resolution of the Board; (ii) Executive's dishonesty, gross negligence in the performance of his duties hereunder or engaging in willful misconduct, which in the case of any such gross negligence, has caused or is reasonably expected to result in direct or indirect material injury to the Company or any of its Af liates (as defined below); (iii) breach by Executive of any material provision of this Agreement or of any other written agreement with the Company or any of its Affiliates or material violation of any Company policy applicable to Executive; or (iv) Executive's commission of a crime that constitutes a felony or other crime of moral turpitude or fraud. If, subsequent to Executive's termination of employment hereunder for other than Cause, it is determined in good faith

by the Company that Executive's employment could have been terminated for Cause hereunder, Executive's employment shall, at the election of the Company, be deemed to have been terminated for Cause retroactively to the date the events giving rise to Cause occurred.

(c) Termination Without Cause. Executive's employment may be terminated by the Company Without Cause (as defined below). In the event of a termination of Executive's employment by the Company Without Cause, no termination benefits shall be payable to or in respect of Executive except as provided in Section 4(f)(i). A termination "Without Cause" shall mean a termination of Executive's employment by the Company during the employment term specified in Section 1 hereof other than due to Executive's death, Disability or for Cause.

(d) Termination by Executive. In the event that Executive terminates his employment for Good Reason, Executive shall be entitled to the termination benefits described in Section 4(f)(i). In the event that Executive terminates his employment without Good Reason, no termination benefits shall be payable to or in respect of Executive except as provided in Section 4(f)(ii). A termination of employment by Executive for "Good Reason" shall mean a termination by Executive of his employment with the Company following the occurrence, without Executive's consent, of any of the following events: (i) a material reduction in Executive's total compensation opportunity unless such reduction is part of a reduction applicable to a broad class of management employees or (ii) relocation of Executive's principal work location to more than twenty-five (25) miles from Executive's current principal work location, provided that, (x) within thirty (30) days following the occurrence of any f the events set forth herein, Executive shall have delivered written notice to the Company of his intention to terminate his employment for Good Reason, which notice specifies in reasonable detail the circumstances claimed to give rise to Executive's right to terminate his employment for Good Reason, and the Company shall not have cured such circumstances to the reasonable satisfaction of Executive within thirty (30) days after receipt of such notice and (y) Executive delivers a Notice of Termination to the Company in accordance with Section 4(e) within ten (10) days following the Company's failure to cure such circumstances within the time period specified above. A termination "Without Good Reason" shall mean a termination of Executive's employment by Executive during the employment term specified in Section 1 hereof other than a termination of Executive's employment by Executive for Good Reason in accordance with the foregoing procedures.

(e) Notice of Termination; Date of Termination.

(i)  Notice of Termination. Any termination by the Company pursuant to Section 4(a), 4(b) or 4(c), or by Executive pursuant to Section 4(d), shall be communicated by a Notice of Termination addressed to the other party to this Agreement in accordance with the notice provisions of Section 9(f). A "Notice of Termination" shall mean a notice stating that Executive or the Company, as the case may be, is electing to terminate Executive's employment with the Company and stating the proposed effective date of such termination, provided such effective date shall not be sooner than the dates provided in Section 4(e)(ii).

(ii) Date of Termination. The term "Date of Termination" shall mean (i) if Executive's employment is terminated by his death, the date of his death, (ii) if Executive's employment is terminated by the Company for any reason, the date on which Notice of Termination is given or, if later, the effective date of termination specified in such Notice of Termination, (iii) if Executive's employment is terminated due to Executive's Disability, the date specified in the applicable Notice of Termination, provided that such date shall not be less than thirty (30) days after the date on which Notice of Termination is given, and (iv) if Executive's employment is terminated by Executive for any reason, the date specified in the applicable Notice of Termination, provided that such date shall not be less than thirty (30) days after the date on which Notice of Termination is given.

(f) Payments Upon Certain Terminations.

(i) Termination by the Company Without Cause or by Executive for Good Reason. In the event Executive's employment is terminated by the Company Without Cause or by Executive for Good Reason at any time during the Employment Period, Executive (or, following his death, to Executive's estate) shall be entitled to (i) his Base Salary through the Date of Termination, to the extent not yet paid and (ii) his Annual Bonus, if any, earned in the calendar year immediately preceding the calendar year in which the Date of Termination occurs, to the extent not yet paid, in each case, to be paid in cash within thirty (30) days after the Date of Termination. In addition, in the event Executive's employment is terminated by the Company Without Cause or by Executive for Good Reason, in either case, prior to the end of the employment term specified in Section 1 hereof, subject to the effectiveness of Executive's execution of a general release and waiver of all claims against the Company, its Affi ates and their respective officers and directors in a form reasonably satisfactory to the Company and subject to Executive's compliance with the terms and conditions contained in this Agreement, Executive (or, following his death, Executive's estate) shall be entitled to the continuation of Executive's Base Salary for the one-year period beginning on the Date of Termination (the "Severance Period").

(ii) Termination Due to Executive's Death or Disability, by the Company for Cause, or by Executive without Good Reason. If Executive's employment shall terminate upon his death or Disability, by the Company for Cause, or by Executive without Good Reason, the Company shall pay to Executive (or, in the event of Executive's death, to his estate), his Base Salary through the Date of Termination, to the extent not yet paid, within thirty (30) days following the Date of Termination, and solely in the event that Executive's employment is terminated due to his death or Disability, the Company shall pay to Executive (or, in the event of Executive's death, to his estate), Executive's Annual Bonus, if any, earned in the calendar year immediately preceding the calendar year in which the Date of Termination occurs, to the extent not yet paid.

(iii) Except as specifically set forth in this Section 4(f), Executive shall not be entitled to receive any payments or benefits under any such plan, policy, program or practice providing any bonus or incentive compensation or severance compensation or benefits (and the provisions of this Section 4(f) shall supersede the provisions of any such plan, policy, program or practice, including without limitation the Company's Severance Plan for Senior Officers), except as may be required with respect to any vested benefits under any tax-qualified plan maintained or contributed to by the Company or Section 4980B of the Code. For avoidance of doubt, upon any termination of Executive's employment, any outstanding Initial Options or Subsequent Options not yet vested as of the Date of Termination shall expire and be canceled effective as of the Date of Termination; provided, however, that Executive shall be entitled to retain any vested Existing Options, Initial Options, and Subsequent Opti s in accordance with the applicable option plans and/or agreements.

(g) Resignation upon Termination. Effective as of any Date of Termination under this Section 4 or otherwise, Executive shall automatically and without taking any further actions be deemed to have resigned from all positions then held by him with the Company and all of its Affiliates.

5. Existing Agreement.

 The provisions of the existing agreement between Executive and the Company dated April 1, 1989, a copy of which is attached as Exhibit A (the "Existing Confidentiality Agreement"), under the headings "Confidential Information", "Competitive Activity" and "Ideas, Inventions or Discoveries" shall continue in full force and effect and are herein incorporated by reference. In the event of any inconsistency between the provisions of this Agreement and the provisions of the Existing Confidentiality Agreement, the provisions of this Agreement shall control.

6. Injunctive Relief with Respect to Covenants; Forum, Venue and Jurisdiction. Executive acknowledges and agrees that the covenants, obligations and agreements of Executive contained in Section 5 and the Existing Confidentiality Agreement relate to special, unique and extraordinary matters and that a violation of any of the terms of such covenants, obligations or agreements will cause the Company irreparable injury for which adequate remedies are not available at law. Therefore, Executive agrees that the Company shall be entitled to an injunction, restraining order or such other equitable relief (without the requirement to post bond or any other security) as a court of competent jurisdiction may deem necessary or appropriate to restrain Executive from committing any violation of such covenants, obligations or agreements. These injunctive remedies are cumulative and in addition to any other rights and remedies the Company may have.

7. Waiver of Rights to Benefits and Payments Under Certain Benefit Plans. In full and final consideration for the benefits and payments provided hereunder, Executive hereby waives all of his rights and entitlements (contingent or otherwise) to any and all benefits and payments (including without limitation all accrued and vested benefits) under the MEMC Electronic Materials, Inc. Supplemental Executive Pension Plan (1998 Restatement), the MEMC Electronic Materials, Inc. Severance Plan for Senior Officers, the MEMC Electronic Materials, Inc. 2001 Annual Incentive Plan and all predecessor and successor plans thereto, unless such successor plan specifically provides benefits to Executive.

8. Entire Agreement. This Agreement, the Existing Confidentiality Agreement and the Stock Option Agreements constitute the entire agreement among the parties hereto with respect to Executive's employment and his right to compensation and benefits, including without limitation severance or termination pay. All prior correspondence and proposals (including, but not limited to, summaries of proposed terms) and all prior promises, representations, understandings, arrangements and agreements relating to such subject matter (including, but not limited to, those made to or with Executive by any other Person and those contained in any prior offer, employment, consulting or similar agreement entered into by Executive and the Company or any predecessor thereto or Affiliate thereof, including without limitation the Company's Severance Plan for Senior Officers) are merged herein and superseded hereby.

9. Miscellaneous.

(a) Binding Effect; Assignment. This Agreement shall be binding on and inure to the benefit of the Company and its successors and permitted assigns. This Agreement shall also be binding on and inure to the benefit of Executive and his heirs, executors, administrators and legal representatives. This Agreement shall not be assignable by any party hereto without the prior written consent of the other parties hereto, except as provided pursuant to this Section 9(a). The Company may effect such an assignment without prior written approval of Executive upon the transfer of all or substantially all of its business and/or assets (by whatever means).

(b) Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York without reference to principles of conflicts of laws.

(c) Taxes. The Company may withhold from any payments made under this Agreement all applicable taxes, including but not limited to income, employment and social insurance taxes, as shall be required by law.

(d) Amendments. No provision of this Agreement may be modified, waived or discharged unless such modification, waiver or discharge is approved by the Board or a Person authorized thereby and is agreed to by Executive. No waiver by any party hereto at any time of any breach by any other party hereto of, or

compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time.

(e) Severability. In the event that any one or more of the provisions of this Agreement shall be or become invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not be affected thereby. In addition, if any of the provisions of Section 5 or the Existing Confidentiality Agreement is for any reason held by a court to be excessively broad as to duration, geographical scope, activity, subject matter or otherwise then such provision will be construed or judicially modified so as to thereafter be limited or reduced to the extent required to be enforceable in accordance with applicable law; it being understood and agreed that the parties hereto regard such restrictions as reasonable and compatible with their respective rights.

(f) Notices. Any notice or other communication required or permitted to be delivered under this Agreement shall be (i) in writing, (ii) delivered personally, by courier service or by certified or registered mail, first-class postage prepaid and return receipt requested, (iii) deemed to have been received on the date of delivery or, if so mailed, on the third business day after the mailing thereof, and (iv) addressed as follows (or to such other address as the party entitled to notice shall hereafter designate in accordance with the terms hereof):

	(A) If to the Company, to it at:  MEMC Electronic Materials, Inc.  501 Pearl Drive (City of O'Fallon)  P.O. Box 8  St. Peters, Missouri 63376  Attention: General Counsel
	(B)  If to Executive, to him at his residential address as currently on file with the Company
Copies of any notices or other communications given under this Agreement shall also be given to
	Cleary, Gottlieb, Steen & Hamilton  One Liberty Plaza  New York, New York 10006  Attention: A. Richard Susko, Esq.

(g) Voluntary Agreement; No Conflicts. Executive hereby represents and warrants to the Company that he is legally free to accept and perform his employment with the Company, that he has no obligation to any other person or entity that would affect or conflict with any of Executive's obligations pursuant to such employment, and that the complete performance of the obligations pursuant to Executive's employment will not violate any order or decree of any governmental or judicial body or contract by which Executive is bound. The Company will not request or require, and Executive agrees not to use, in the course of Executive's employment with the Company, any information obtained in Executive's employment with any previous employer to the extent that such use would violate any contract by which Executive is bound or any decision, law, regulation, order or decree of any governmental or judicial body.

(h) Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. A facsimile of a

signature shall be deemed to be and have the effect of an original signature.

(i) Headings. The section and other headings contained in this Agreement are for the convenience of the parties only and are not intended to be a part hereof or to affect the meaning or interpretation hereof.

(j) Certain Definitions.

"Affiliate": with respect to any Person, means any other Person that, directly or indirectly through one or more intermediaries, Controls, is Controlled by, or is under common Control with the first Person, including but not limited to a Subsidiary of the first Person, a Person of which the first Person is a Subsidiary, or another Subsidiary of a Person of which the first Person is also a Subsidiary.

"Control": with respect to any Person, means the possession, directly or indirectly, severally or jointly, of the power to direct or cause the direction of the management policies of such Person, whether through the ownership of voting securities, by contract or credit arrangement, as trustee or executor, or otherwise.

"Person": any natural person, firm, partnership, limited liability company, association, corporation, company, trust, business trust, governmental authority or other entity.

"Subsidiary": with respect to any Person, each corporation or other Person in which the first Person owns or Controls, directly or indirectly, capital stock or other ownership interests representing 50% or more of the combined voting power of the outstanding voting stock or other ownership interests of such corporation or other Person.

IN WITNESS WHEREOF, the Company has duly executed this Agreement by its authorized representatives and Executive has hereunto set his hand, in each case effective as of the date first above written.

MEMC ELECTRONIC MATERIALS, INC.

By: /s/ John Marren
Name: John Marren
Title: Chairman of the Board of Directors

EXECUTIVE:

/s/ James G. Weathers
Name: James G. Weathers, Jr.

 

EX-10.MM

Exhibit 10-mm

EMPLOYMENT AGREEMENT

This EMPLOYMENT AGREEMENT (the "Agreement") is entered into as of this 1st day of January, 2002 by and between MEMC Electronic Materials Inc., a Delaware corporation (the "Company"), and Thomas P. Stiffler ("Executive").

WITNESSETH:

WHEREAS, the Company desires to continue to employ Executive as its Corporate Vice President, Human Resources and Executive desires to continue such employment on the terms and conditions set forth herein;

NOW, THEREFORE, in consideration of the premises and the mutual covenants and promises contained herein and for other good and valuable consideration, the Company and Executive hereby agree as follows:

l. Term; Position and Responsibilities. Unless Executive's employment shall sooner terminate pursuant to Section 4 hereof, the Company shall employ Executive on the terms and subject to the conditions of this Agreement for a the period commencing on November 13, 2001 (the "Commencement Date") and ending on December 31, 2003 (the "Normal Expiration Date"). The period during which Executive is employed by the Company pursuant to this Agreement shall be referred to as the "Employment Period." During the Employment Period, Executive shall serve as the Corporate Vice President, Human Resources of the Company or such other executive officer position(s) as the Company may request during the Employment Period and shall have such duties and responsibilities as are customarily assigned to individuals serving in such positions and such other duties as the Company specifies from time to time. Executive shall comply with all policies and procedures of the Co any. Executive shall devote all of his skill, knowledge, commercial efforts and working time to the conscientious and faithful performance of his duties and responsibilities for the Company (except for (i) vacation time as set forth in Section 3(b) and absence for sickness or similar disability and (ii) to the extent that it does not interfere with the performance of Executive's duties hereunder, (A) such reasonable time as may be devoted to the fulfillment of Executive's civic responsibilities, (B) such reasonable time as may be necessary from time to time for personal financial matters, and (C) certain other activities with the prior written consent of the Chief Executive Officer of the Company).

2. Compensation.

(a) Base Salary. As compensation for the services to be performed by Executive during the Employment Period, from the Commencement Date through the end of calendar year 2001, the Company shall pay Executive a base salary at an annualized rate of $210,000 payable in installments on the Company's regular payroll dates. Beginning on January 1, 2002, Executive's base salary shall be reduced by twenty percent (20%) until such time as the Company attains certain financial objectives as may be established by the Board of Directors of the Company (the "Board") from time to time, in its sole discretion. In the event Executive's base salary is restored to the annualized rate specified for calendar year 2001 above, Executive's base salary shall be reviewed from time to time and may be adjusted by the Board, in its sole discretion. Notwithstanding the foregoing, Executive's base salary shall not be decreased except if such decrease is part of a base salary reduction application to a road class of management employees. The annual base salary payable to Executive under this Section 2 shall hereinafter be referred to as the "Base Salary".

(b) Annual Bonus. During the Employment Period, Executive shall have the opportunity to earn an annual bonus (an "Annual Bonus"), with a target bonus of 40% of Executive's Base Salary (the "Target

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Bonus") and a maximum bonus of 70% of Executive's Base Salary (the "Maximum Annual Bonus"), in respect of each calendar year pursuant to the terms of the Company's Annual Incentive Plan then existing for such calendar year; provided, however, that, except as may be provided in Section 4(f) hereof, the Annual Bonus for any calendar year shall be payable to Executive only if Executive is employed by the Company on the date on which such Annual Bonus is paid. Any Annual Bonus that becomes payable to Executive shall be payable either in the form of cash, restricted shares of the Company common stock or any combination thereof; provided, however, that it is currently anticipated that any Annual Bonus that becomes payable to Executive shall be paid in the combina on of 50% cash and 50% restricted shares of the common shares of the Company. In the event that any portion of the Annual Bonus for calendar year 2002 becomes payable in the form of restricted shares, Executive shall become 100% vested in such restricted shares no later than the Normal Expiration Date, provided Executive is employed by the Company on such date. In the event that any portion of the Annual Bonus for calendar year 2003 becomes payable in the form of restricted shares, Executive shall become 100% vested in such restricted shares on the date the annual bonuses are generally paid to executive officers, provided that Executive is employed by the Company on the Normal Expiration Date. The amount of any Annual Bonus and all other terms and conditions related thereto (including without limitation any performance criteria and the form of payment of such Annual Bonus) shall be determined by the Board, in its sole discretion.

(c) Stock Options.

(i) Initial Grant. As soon as reasonably practicable after the date of this Agreement, the Company shall cause the Board or a committee thereof to grant to Executive a non-qualified option to purchase 25,000 shares of common stock of the Company, at an exercise price per share equal to "fair market value" per share as of the date of grant (the "Initial Performance Option") and an additional non-qualified option to purchase 25,000 shares of common stock of the Company at an exercise price equal to $1.50 per share (the "Initial Service Option" and together with the Initial Performance Option, referred to herein as the "Initial Options"). The terms and conditions of the Initial Options shall be governed by the Company's 1995 Equity Incentive Plan, as it may be amended from time to time (the "1995 Plan"), and shall be evidenced by a separate stock option agreement executed by the Company and Executive (the "Initial Stock Option Agreement") which s ll contain terms consistent with this Section 2(c)(i) and other customary terms. The Initial Stock Option Agreement shall provide, among other things, for the following:

(A)	The Initial Service Option shall become exercisable on the Normal Expiration Date, provided that Executive remains continuously employed by the Company through such date;
(B)	Notwithstanding the foregoing, to the extent that the exercise of any portion of the Initial Service Option would result in the Company losing its deduction under Section 162(m) of the Internal Revenue Code of 1986, as amended (the "Code"), or any successor thereto, such Initial Service Option shall not be exercisable until the earlier of the date the Company will receive its deduction under Section 162(m) of the Code and the date that is nine years and ten months from the applicable grant date;
(C)	The Initial Performance Option shall vest on the seventh anniversary of the Commencement Date if Executive is actively employed by the Company on such anniversary; provided, however, that the vesting of the Initial Performance Option, or any portion thereof, may be accelerated based upon the achievement of financial and operating objectives that will be established by the Company

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	prior to February 28, 2002, provided Executive is actively employed with the Company on the date as of which the financial and operating objectives are achieved;
(D)	The Initial Options shall expire on the tenth anniversary of the date of grant, provided that such Initial Options shall be subject to earlier expiration upon termination of employment in accordance with the Initial Stock Option Agreement; and
(E)	Upon Executive's termination of employment other than a termination by the Company for Cause, Executive shall have at least ninety (90) days after the Date of Termination (as hereinafter defined) to exercise any or all of the Initial Options that have become vested as of the Date of Termination.

(ii) Existing Options; Subsequent Grant.

(A)	Optional Cancellation of Existing Options. The Company intends to permit Executive on or about June 1, 2002, to cancel any and all of his rights to or in his option to purchase 25,000 shares of common stock of the Company granted to him prior to the Commencement Date (the "Existing Option"), such cancellation to be effective as of June 1, 2002. Until Executive elects to cancel his Existing Option (if he elects to do so at all), such Existing Option shall continue to be governed by the terms of the applicable plan and stock option agreement under which the Existing Option was awarded to Executive (collectively, the "Existing Stock Option Agreement").
(B)	Subsequent Grant. In the event that Executive elects to cancel his Existing Option as provided in Section 2(c)(ii)(A) above and subject to Executive's continuous employment with the Company, as soon as reasonably practicable following January 1, 2003, the Company shall cause the Board or a committee thereof to grant Executive non-qualified options (the "Subsequent Options") to purchase at least 15,000 shares of common stock of the Company (the "Subsequent Option Shares"). The Subsequent Options granted on or about January 1, 2003 shall have an exercise price per share equal to the "fair market value" (as such term is defined in the 1995 Plan) per share at the date of grant. The Subsequent Options with respect to fifty percent (50%) of such Subsequent Option Shares shall be referred to herein as the "Subsequent Service Option" and the Subsequent Options with respect to the remaining Subsequent Option Shares shall be referred to herein as the "Subseque Performance Option." The terms and conditions of the Subsequent Options shall be evidenced by a stock option agreement (the "Subsequent Stock Option Agreement" and together with the Initial Stock Option Agreement and the Existing Stock Option Agreement, collectively referred to herein as the "Stock Option Agreements"). The Subsequent Stock Option Agreement shall contain terms consistent with this Section 2(c)(ii)(B) and other customary terms. The Subsequent Stock Option Agreement shall provide, among other things, for the following:
(1)	The Subsequent Service Option shall become exercisable on the Normal Expiration Date, provided that Executive remains continuously employed by the Company through such date; and

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(2)	The Subsequent Performance Option shall vest on the seventh anniversary of the grant date if Executive is actively employed with the Company on such anniversary; provided, however, that the vesting of the Subsequent Performance Option, or any portion thereof, may be accelerated based upon the achievement of financial and operating objectives established by the Company prior to February 28, 2003, provided Executive is actively employed with the Company on the date as of which the financial and operating objectives are achieved;
(3)	The Subsequent Options shall expire on the tenth anniversary of the date of grant, provided that such Subsequent Options shall be subject to earlier expiration upon termination of employment in accordance with the Subsequent Stock Option Agreement; and
(4)	Upon Executive's termination of employment other than a termination by the Company for Cause, Executive shall have at least ninety (90) days after the Date of Termination (as hereinafter defined) to exercise any or all of the Subsequent Options that are vested as of the Date of Termination.

3. Employee Benefits.

(a) Participation in Employee Benefit Plans. During the Employment Period, Executive shall be eligible to participate in the employee benefit plans and programs maintained by the Company from time to time and generally available to the senior executives of the Company including to the extent maintained by the Company life, medical, dental, accidental and disability insurance plans and profit sharing, pension, retirement, deferred compensation and savings plans, in accordance with the terms and conditions thereof as in effect from time to time.

(b) Vacation. During the Employment Period, Executive shall be entitled to the same amount of annual vacation that Executive is entitled to on the date of this Agreement on an annualized basis, as may be increased from time to time consistent with the Company's past practices, provided that in no case will there be any carryover accumulation.

4. Termination of Employment. The Employment Period may be terminated prior to the Normal Expiration Date as follows:

(a) Termination Due to Death or Disability. Executive's employment may be terminated by the Company due to Executive's Disability (as defined below). In the event that Executive's employment hereunder terminates due to his death or is terminated by the Company due to Executive's Disability, no termination benefits shall be payable to or in respect of Executive except as provided in Section 4(f)(ii). For purposes of this Agreement, "Disability" shall mean a physical or mental condition entitling Executive to benefits under the long-term disability policy maintained by the Company, as such policy may be amended from time to time. Executive's employment shall be deemed to have terminated as a result of a Disability on the date as of which he is first entitled to receive disability benefits under such policy.

(b) Termination by the Company for Cause. Executive's employment may be terminated by the Company for Cause (as defined below). In the event of a termination of Executive's employment by the Company for Cause, no termination benefits shall be payable to or in respect of Executive except as provided in Section 4(f)(ii). For purposes of this Agreement, "Cause" shall mean (i) the failure of Executive to make a good faith effort to substantially perform his duties hereunder (other than any such

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failure due to Executive's Disability) or Executive's insubordination with respect to a specific directive of the Chief Executive Officer of the Company or a resolution of the Board; (ii) Executive's dishonesty, gross negligence in the performance of his duties hereunder or engaging in willful misconduct, which in the case of any such gross negligence, has caused or is reasonably expected to result in direct or indirect material injury to the Company or any of its Affil tes (as defined below); (iii) breach by Executive of any material provision of this Agreement or of any other written agreement with the Company or any of its Affiliates or material violation of any Company policy applicable to Executive; or (iv) Executive's commission of a crime that constitutes a felony or other crime of moral turpitude or fraud. If, subsequent to Executive's termination of employment hereunder for other than Cause, it is determined in good faith by the Company that Executive's employment could have been terminated for Cause hereunder, Executive's employment shall, at the election of the Company, be deemed to have been terminated for Cause retroactively to the date the events giving rise to Cause occurred.

(c) Termination Without Cause. Executive's employment may be terminated by the Company Without Cause (as defined below). In the event of a termination of Executive's employment by the Company Without Cause, no termination benefits shall be payable to or in respect of Executive except as provided in Section 4(f)(i). A termination "Without Cause" shall mean a termination of Executive's employment by the Company prior to the Normal Expiration Date other than due to Executive's death, Disability or for Cause.

(d) Termination by Executive. In the event that Executive terminates his employment for Good Reason prior to the Normal Expiration Date, Executive shall be entitled to the termination benefits described in Section 4(f)(i). In the event that Executive terminates his employment without Good Reason, no termination benefits shall be payable to or in respect of Executive except as provided in Section 4(f)(ii). A termination of employment by Executive for "Good Reason" shall mean a termination by Executive of his employment with the Company following the occurrence, without Executive's consent, of any of the following events: (i) a material reduction in Executive's total compensation opportunity unless such reduction is part of a reduction applicable to a broad class of management employees or (ii) relocation of Executive's principal work location to more than twenty-five (25) miles from Executive's current principal work location, provided that, (x) within thirty (30) ys following the occurrence of any of the events set forth herein, Executive shall have delivered written notice to the Company of his intention to terminate his employment for Good Reason, which notice specifies in reasonable detail the circumstances claimed to give rise to Executive's right to terminate his employment for Good Reason, and the Company shall not have cured such circumstances to the reasonable satisfaction of Executive within thirty (30) days after receipt of such notice and (y) Executive delivers a Notice of Termination to the Company in accordance with Section 4(e) within ten (10) days following the Company's failure to cure such circumstances within the time period specified above. A termination "Without Good Reason" shall mean a termination of Executive's employment by Executive during the Employment Period other than a termination of Executive's employment by Executive for Good Reason in accordance with the foregoing procedures.

(e) Notice of Termination; Date of Termination.

(i)  Notice of Termination. Any termination by the Company pursuant to Section 4(a), 4(b) or 4(c), or by Executive pursuant to Section 4(d), shall be communicated by a Notice of Termination addressed to the other party to this Agreement in accordance with the notice provisions of Section 9(f). A "Notice of Termination" shall mean a notice stating that Executive or the Company, as the case may be, is electing to terminate Executive's employment with the Company and stating the proposed effective date of such termination, provided such effective date shall not be sooner than the dates provided in Section 4(e)(ii).

(ii) Date of Termination. The term "Date of Termination" shall mean (i) if Executive's employment is

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terminated by his death, the date of his death, (ii) if Executive's employment is terminated by the Company for any reason prior to the Normal Expiration Date, the date on which Notice of Termination is given or, if later, the effective date of termination specified in such Notice of Termination, (iii) if Executive's employment is terminated due to Executive's Disability, the date specified in the applicable Notice of Termination, provided that such date shall not be less than thirty (30) days after the date on which Notice of Termination is given, (iv) if Executive's employment is terminated by Executive for any reason prior to the Normal Expiration Date, the date specified in the applicable Notice of Termination, provided that such date shall not be less than thirty (30) days after the date on which Notice of Termination is given, and (v) if Executive's e mployment is terminated on the Normal Expiration Date, the Normal Expiration Date.

(f) Payments Upon Certain Terminations.

(i) Termination by the Company Without Cause or by Executive for Good Reason. In the event Executive's employment is terminated by the Company Without Cause or by Executive for Good Reason at any time prior to the Normal Expiration Date, Executive (or, following his death, Executive's estate) shall be entitled to, (i) his Base Salary through the Date of Termination, to the extent not yet paid and (ii) his Annual Bonus, if any, earned in the calendar year immediately preceding the calendar year in which the Date of Termination occurs, to the extent not yet paid, in each case, to be paid in cash within thirty (30) days after the Date of Termination. In addition, in the event that Executive's employment is terminated by the Company Without Cause or by Executive for Good Reason, in either case, prior to the Normal Expiration Date, subject to the effectiveness of Executive's execution of a general release and waiver of all claims against the Company, its Affiliates and their respect e officers and directors in a form reasonably satisfactory to the Company and subject to Executive's compliance with the terms and conditions contained in this Agreement, Executive (or, following his death, Executive's estate) shall be entitled to the following payments and benefits, as liquidated damages: (A) the continuation of Executive's Base Salary from the Date of Termination through the Normal Expiration Date as if Executive's employment with the Company had not been terminated and (B) any outstanding Initial Service Option and Subsequent Service Option that have been granted to Executive prior to the Date of Termination, whether or not yet vested, shall become immediately vested as of the Date of Termination.

(ii) Termination Due to Executive's Death or Disability, by the Company for Cause, by Executive Without Good Reason or on the Normal Expiration Date. If Executive's employment shall terminate upon his death or Disability, by the Company for Cause, by Executive Without Good Reason or by Executive or the Company for any reason on the Normal Expiration Date, the Company shall pay to Executive (or, in the event of Executive's death, to his estate), Executive's Base Salary through the Date of Termination, to the extent not yet paid, within thirty (30) days following the Date of Termination, and solely in the case of (x) a termination of employment due to Executive's death or Disability, Executive's Annual Bonus, if any, earned in the calendar year immediately preceding the calendar year in which the Date of Termination occurs, to the extent not yet paid, payable at such time as annual bonuses are generally paid to other executive officers or (y) a termination of employment on the No al Expiration Date, Executive's Annual Bonus, if any, earned in the calendar year that includes the Normal Expiration Date, to the extent not yet paid, payable at such time as annual bonuses are generally paid to other executive officers.

(iii) Except as specifically set forth in this Section 4(f), Executive shall not be entitled to receive any payments or benefits under any such plan, policy, program or practice providing any bonus or incentive compensation or severance compensation or benefits (and the provisions of this Section 4(f) shall supersede the provisions of any such plan, policy, program or practice, including without limitation the Company's Severance Plan for Senior Officers), except as may be required with respect to any vested benefits under any tax-qualified plan maintained or contributed to by the Company or Section 4980B of

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the Code.

(g) Resignation upon Termination. Effective as of any Date of Termination under this Section 4 or otherwise, Executive shall automatically and without taking any further actions be deemed to have resigned from all positions then held by him with the Company and all of its Affiliates.

5. Existing Agreement. The provisions of the existing agreement between Executive and the Company dated October 30, 2000, a copy of which is attached as Exhibit A (the "Existing Confidentiality Agreement"), under the headings "Confidential Information", "Competitive Activity" and "Ideas, Inventions or Discoveries" shall continue in full force and effect and are herein incorporated by reference. In the event of any inconsistency between the provisions of this Agreement and the provisions of the Existing Confidentiality Agreement, the provisions of this Agreement shall control.

6. Injunctive Relief with Respect to Covenants; Forum, Venue and Jurisdiction. Executive acknowledges and agrees that the covenants, obligations and agreements of Executive contained in Section 5 and the Existing Confidentiality Agreement relate to special, unique and extraordinary matters and that a violation of any of the terms of such covenants, obligations or agreements will cause the Company irreparable injury for which adequate remedies are not available at law. Therefore, Executive agrees that the Company shall be entitled to an injunction, restraining order or such other equitable relief (without the requirement to post bond or any other security) as a court of competent jurisdiction may deem necessary or appropriate to restrain Executive from committing any violation of such covenants, obligations or agreements. These injunctive remedies are cumulative and in addition to any other rights and remedies the Company may have.

7. Waiver of Rights to Benefits and Payments Under Certain Benefit Plans or Agreements. In full and final consideration for the benefits and payments provided hereunder, Executive hereby waives all of his rights and entitlements (contingent or otherwise) to any and all benefits and payments (including without limitation all accrued and vested benefits) under the MEMC Electronic Materials, Inc. Supplemental Executive Pension Plan (1998 Restatement), the MEMC Electronic Materials, Inc. Severance Plan for Senior Officers, and the MEMC Electronic Materials, Inc. 2001 Annual Incentive Plan and all predecessor and successor plans thereto (unless such successor plan specifically provides benefits to Executive).

8. Entire Agreement. This Agreement, the Existing Confidentiality Agreement and the Stock Option Agreements constitute the entire agreement among the parties hereto with respect to Executive's employment and his right to compensation and benefits, including without limitation severance or termination pay. All prior correspondence and proposals (including, but not limited to, summaries of proposed terms) and all prior promises, representations, understandings, arrangements and agreements relating to such subject matter (including, but not limited to, those made to or with Executive by any other Person and those contained in any prior offer, employment, consulting or similar agreement entered into by Executive and the Company or any predecessor thereto or Affiliate thereof are merged herein and superseded hereby.

9. Miscellaneous.

(a) Binding Effect; Assignment. This Agreement shall be binding on and inure to the benefit of the Company and its successors and permitted assigns. This Agreement shall also be binding on and inure to the benefit of Executive and his heirs, executors, administrators and legal representatives. This Agreement shall not be assignable by any party hereto without the prior written consent of the other parties hereto, except as provided pursuant to this Section 9(a). The Company may effect such an assignment without prior written approval of Executive upon the transfer of all or substantially all of its

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business and/or assets (by whatever means).

(b) Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York without reference to principles of conflicts of laws.

(c) Taxes. The Company may withhold from any payments made under this Agreement all applicable taxes, including but not limited to income, employment and social insurance taxes, as shall be required by law.

(d) Amendments. No provision of this Agreement may be modified, waived or discharged unless such modification, waiver or discharge is approved by the Board or a Person authorized thereby and is agreed to by Executive. No waiver by any party hereto at any time of any breach by any other party hereto of, or compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time.

(e) Severability. In the event that any one or more of the provisions of this Agreement shall be or become invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not be affected thereby. In addition, if any of the provisions of Section 5 or the Existing Confidentiality Agreement is for any reason held by a court to be excessively broad as to duration, geographical scope, activity, subject matter or otherwise then such provision will be construed or judicially modified so as to thereafter be limited or reduced to the extent required to be enforceable in accordance with applicable law; it being understood and agreed that the parties hereto regard such restrictions as reasonable and compatible with their respective rights.

(f) Notices. Any notice or other communication required or permitted to be delivered under this Agreement shall be (i) in writing, (ii) delivered personally, by courier service or by certified or registered mail, first-class postage prepaid and return receipt requested, (iii) deemed to have been received on the date of delivery or, if so mailed, on the third business day after the mailing thereof, and (iv) addressed as follows (or to such other address as the party entitled to notice shall hereafter designate in accordance with the terms hereof):

(A) If to the Company, to it at:
:		MEMC Electronic Materials, Inc. 501 Pearl Drive (City of O'Fallon) P.O. Box 8 St. Peters, Missouri 63376 Attention: General Counsel
(B) If to Executive, to him at his residential address as currently on file with the Company Copies of any notices or other communications given under this Agreement shall also be given to:
.	Ceary, Gottlieb, Steen & Hamilton One Liberty Plaza New York, New York 10006 Attention: A. Richard Susko, Esq

(g) Voluntary Agreement; No Conflicts. Executive hereby represents and warrants to the Company that he is legally free to accept and perform his employment with the Company, that he has no obligation to

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any other person or entity that would affect or conflict with any of Executive's obligations pursuant to such employment, and that the complete performance of the obligations pursuant to Executive's employment will not violate any order or decree of any governmental or judicial body or contract by which Executive is bound. The Company will not request or require, and Executive agrees not to use, in the course of Executive's employment with the Company, any information obtained in Executive's employment with any previous employer to the extent that such use would violate any contract by which Executive is bound or any decision, law, regulation, order or decree of any governmental or judicial body.

(h) Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. A facsimile of a signature shall be deemed to be and have the effect of an original signature.

(i) Headings. The section and other headings contained in this Agreement are for the convenience of the parties only and are not intended to be a part hereof or to affect the meaning or interpretation hereof.

(j) Certain Definitions.

"Affiliate": with respect to any Person, means any other Person that, directly or indirectly through one or more intermediaries, Controls, is Controlled by, or is under common Control with the first Person, including but not limited to a Subsidiary of the first Person, a Person of which the first Person is a Subsidiary, or another Subsidiary of a Person of which the first Person is also a Subsidiary.

"Control": with respect to any Person, means the possession, directly or indirectly, severally or jointly, of the power to direct or cause the direction of the management policies of such Person, whether through the ownership of voting securities, by contract or credit arrangement, as trustee or executor, or otherwise.

"Person": any natural person, firm, partnership, limited liability company, association, corporation, company, trust, business trust, governmental authority or other entity.

"Subsidiary": with respect to any Person, each corporation or other Person in which the first Person owns or Controls, directly or indirectly, capital stock or other ownership interests representing 50% or more of the combined voting power of the outstanding voting stock or other ownership interests of such corporation or other Person.

IN WITNESS WHEREOF, the Company has duly executed this Agreement by its authorized representatives and Executive has hereunto set his hand, in each case effective as of the date first above written.

MEMC ELECTRONIC MATERIALS, INC.

By: /s/ John Marren
Name: John Marren
Title: Chairman of the Board

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EXECUTIVE:

/s/ Thomas P. Stiffler
Name: Thomas P. Stiffler

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EX-10.AAA

Exhibit 10-aaa

REVOLVING CREDIT AGREEMENT dated as of December 5, 2002 (this "Agreement"), among MEMC ELECTRONIC MATERIALS, INC., the LENDERS party hereto, and CITICORP USA, INC., as administrative agent and collateral agent hereunder.

The parties hereto agree as follows:

Article I

Definitions

 SECTION 1.01. Defined Terms. As used in this Agreement, the following terms have the meanings specified below:

"ABR", when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are bearing interest at a rate determined by reference to the Alternate Base Rate.

"Adjusted LIBO Rate" means, with respect to any Eurodollar Borrowing for any Interest Period, an interest rate per annum (rounded upwards, if necessary, to the next 1/16 of 1%) equal to (a) the LIBO Rate for such Interest Period multiplied by (b) the Statutory Reserve Rate.

"Administrative Agent" means Citicorp USA, Inc., in its capacity as administrative agent for the Lenders hereunder.

"Administrative Questionnaire" means an Administrative Questionnaire in a form supplied by the Administrative Agent.

"Affiliate" means, with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified. Notwithstanding the foregoing, no individual shall be deemed to be an Affiliate of a Person solely by reason of his or her being an officer or director of such Person.

"Agents" means the Administrative Agent and the Collateral Agent.

"Air Liquide" has the meaning assigned to such term in Section 6.04(t).

"Alternate Base Rate" means, for any day, a rate per annum equal to the greater of (a) the Prime Rate in effect on such day and (b) the Federal Funds Effective Rate in effect on such day plus 1/2 of 1%. Any change in the Alternate Base Rate due to a change in the Prime Rate or the Federal Funds Effective Rate shall be effective from and including the effective date of such change in the Prime Rate or the Federal Funds Effective Rate, respectively.

"Applicable Percentage" means, with respect to any Lender, the percentage of the total Commitments represented by such Lender's Commitment. If the Commitments have terminated or expired, the Applicable Percentages shall be determined based upon the Commitments most recently in effect, giving effect to any assignments.

"Applicable Rate" means, for any day, (a) 9.00 % per annum, in the case of an ABR Loan, or (b) 10.00 % per annum, in the case of a Eurodollar Loan.

"Approved Fund" means, with respect to any Lender that is a fund that invests in bank loans and similar commercial extensions of credit, any other fund that invests in bank loans and similar commercial

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extensions of credit and is managed by the same investment advisor as such Lender or by an Affiliate of such investment advisor.

"Assignment and Acceptance" means an assignment and acceptance entered into by a Lender and an assignee (with the consent of any party whose consent is required by Section 11.04), and accepted by the Administrative Agent, in the form of Exhibit A or any other form approved by the Administrative Agent.

"Availability Period" means the period from and including the Effective Date to but excluding the earlier of (a) the Maturity Date and (b) the date of termination of the Commitments.

"Bank Lenders" means, at any given time, the lenders under the Bank Revolving Credit Agreement.

"Bank Loan Documentation" means, collectively, (i) the Bank Revolving Credit Agreement, (ii) the guarantee agreement, the security agreement, the pledge agreement and the indemnity, subrogation and contribution agreement attached as exhibits to such Bank Revolving Credit Agreement, (iii) the Reimbursement Documentation and (iv) any other security documents or other ancillary documents executed in connection therewith, all as amended from time to time.

"Bank Revolver Obligations" means, collectively (i) the "Revolving Credit Obligations" as such term is defined in the security agreement attached as an exhibit to the Bank Revolving Credit Agreement and (ii) the "Reimbursement Obligations" as such term is defined in the security agreement attached as an exhibit to the Reimbursement Agreement. For the avoidance of doubt, the term "Bank Revolver Obligations" shall include any substitution for, or replacement of, the obligations identified in clauses (i) and (ii) of this definition.

"Bank Revolving Credit Agreement" means the revolving credit agreement dated as of December 21, 2001 among the Borrower, the lenders party thereto and Citicorp USA, Inc., as administrative and collateral agent, together with any amendment of, restatement of, substitution for, or replacement of, such agreement.

"Board" means the Board of Governors of the Federal Reserve System of the United States of America.

"Board of Directors" means the board of directors of the Borrower.

"Borrower" means MEMC Electronic Materials, Inc., a Delaware corporation.

"Borrower Benefit Plans" means each employee or director benefit or compensation plan, arrangement or agreement, including pension, savings, welfare, medical or life insurance, severance, fringe benefit, executive compensation, deferred compensation, incentive, bonus and long-term performance option and other equity-based compensation plans, arrangements or agreements, including any "employee benefit plans" as defined in Section 3(3) of ERISA, whether or not subject to ERISA, and each employment, retention, consulting, change in control, termination or severance plan, program, arrangement or agreement that was entered into or is maintained by or to which the Borrower or any of its Subsidiaries contribute or is obligated to contribute or with respect to which the Borrower or any of its Subsidiaries has any liability, direct or indirect, contingent or otherwise, or otherwise providing benefits to any current or former employee, officer or director of the Borrower or any of its Subsidiaries.

"Borrowing" means Loans of the same Type, made, converted or continued on the same date and, in the case of Eurodollar Loans, as to which a single Interest Period is in effect.

"Borrowing Request" means a request by the Borrower for a Borrowing in accordance with Section

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2.03.

"Business Day" means any day that is not a Saturday, Sunday or other day on which commercial banks in New York City are authorized or required by law to remain closed, provided that, when used in connection with a Eurodollar Loan, the term "Business Day" shall also exclude any day on which banks are not open for dealings in dollar deposits in the London interbank market.

"Capital Expenditures" means, for any period, without duplication, (a) the additions to property, plant and equipment and other capital expenditures of the Borrower and its consolidated Subsidiaries that are (or would be) set forth in a consolidated statement of cash flows of the Borrower for such period prepared in accordance with GAAP and (b) Capital Lease Obligations incurred by the Borrower and its consolidated Subsidiaries during such period, provided that the term "Capital Expenditures" (i) shall be net of landlord construction allowances, (ii) shall not include expenditures made in connection with the repair or restoration of assets with insurance or condemnation proceeds and (iii) shall not include the purchase price of equipment to the extent consideration therefor consists of used or surplus equipment being traded in at such time or the proceeds of a concurrent sale of such used or surplus equipment, in each case in the ordinary course of business.

"Capital Lease Obligations" of any Person means the obligations of such Person to pay rent or other amounts under any lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required to be classified and accounted for as capital lease obligations on a balance sheet of such Person under GAAP, and the amount of such obligations shall be the capitalized amount thereof determined in accordance with GAAP.

"Change in Control" means (a) the failure by TPG to own (and retain the right to vote), directly or indirectly, beneficially and of record, Equity Interests in the Borrower representing greater than 15% of each of the aggregate ordinary voting power and aggregate value represented by the issued and outstanding Equity Interests in the Borrower; (b) the acquisition of ownership, directly or indirectly, beneficially or of record, by any Person or group (within the meaning of the Securities Exchange Act of 1934 and the rules of the Securities and Exchange Commission thereunder as in effect on the Effective Date), of Equity Interests representing a greater percentage of either the aggregate ordinary voting power or the aggregate value represented by the issued and outstanding Equity Interests in the Borrower then owned, directly or indirectly, beneficially and of record, by TPG; or (c) occupation of a majority of the seats (other than vacant seats) on the Board of Directors by Persons who were nei er (i) nominated by the Board of Directors nor (ii) appointed by directors so nominated.

"Change in Law" means (a) the adoption of any law, rule or regulation after the Effective Date, (b) any change in any law, rule or regulation or in the interpretation or application thereof by any Governmental Authority after the Effective Date or (c) compliance by any Lender (or by any lending office of such Lender or by such Lender's holding company, if any) with any request, guideline or directive (whether or not having the force of law) of any Governmental Authority first made or issued after the Effective Date.

"Charges" has the meaning assigned to such term in Section 11.13.

"Code" means the Internal Revenue Code of 1986, as amended from time to time.

"Collateral" means any and all "Collateral", as defined in any applicable Security Document.

"Collateral Agent" means the "Collateral Agent", as defined in any applicable Security Document.

"Collateral and Guarantee Requirement" means the requirement that:

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(a) the Agents shall have received from each Loan Party either (i) a counterpart of each of the Guarantee Agreement, the Indemnity, Subrogation and Contribution Agreement, the Pledge Agreement and the Security Agreement duly executed and delivered on behalf of such Loan Party or (ii) in the case of any Person that becomes a Loan Party after the Effective Date, a supplement to each of the Guarantee Agreement, the Indemnity, Subrogation and Contribution Agreement, the Pledge Agreement and the Security Agreement, in each case in the form specified therein, duly executed and delivered on behalf of such Loan Party;

(b) all outstanding Equity Interests of the Borrower and each Subsidiary owned directly by or directly on behalf of any Loan Party, shall have been pledged pursuant to the Pledge Agreement (except that the Loan Parties shall not be required to pledge (i) more than 65% of the outstanding voting stock of any Foreign Subsidiary, (ii) the Equity Interests in MEMC Southwest Inc. or (iii) the Joint Venture Stock) and the Collateral Agent shall have received certificates or other instruments representing all such Equity Interests, together with stock powers or other instruments of transfer with respect thereto endorsed in blank, unless such certificates or instruments, together with such stock powers or instruments of transfer, have already been delivered to and received by the Collateral Agent (as defined in the Bank Loan Documentation);

(c) all Indebtedness of the Borrower and each Subsidiary that is owing to any Loan Party shall be evidenced by a promissory note and shall have been pledged pursuant to the Pledge Agreement and the Collateral Agent shall have received all such promissory notes, together with instruments of transfer with respect thereto endorsed in blank, unless such promissory notes and instruments of transfer have already been delivered to and received by the Collateral Agent (as defined in the Bank Loan Documentation);

(d) all documents and instruments, including Uniform Commercial Code financing statements, required by law or reasonably requested by the Collateral Agent to be filed, registered or recorded to create the Liens intended to be created by the Security Agreement and the Pledge Agreement (including any supplements thereto), and perfect such Liens to the extent required by, and with the priority required by, the Security Agreement and the Pledge Agreement, shall have been filed, registered or recorded or delivered to the Collateral Agent for filing, registration or recording;

(e) the Collateral Agent shall have received (i) counterparts of a Mortgage with respect to each Mortgaged Property providing that the Loans (in addition to the other Investor Revolver Obligations) shall be secured by a Lien on such Mortgaged Property, signed on behalf of the record owner of such Mortgaged Property and (ii) such surveys, abstracts, appraisals, legal opinions and other documents as the Agents or the Required Lenders may reasonably request with respect to any such Mortgage or Mortgaged Property, as the case may be; and

(f) each Loan Party shall have obtained all material consents and approvals required to be obtained by it in connection with the execution and delivery of all Security Documents (or supplements thereto) to which it is a party, the performance of its obligations thereunder and the granting by it of the Liens thereunder.

(g) "Commitment" means, with respect to each Lender, the commitment, if any, of such Lender to make Loans hereunder, expressed as an amount representing the maximum aggregate amount of such Lender's Exposure hereunder, as such commitment may be (a) reduced from time to time pursuant to Section 2.06 and (b) reduced or increased from time to time pursuant to assignments by or to such Lender pursuant to Section 11.04. The initial amount of each Lender's Commitment is set forth on Schedule 2.01 (as of the Effective Date), or in the Assignment and Acceptance pursuant to which such Lender shall have assumed its Commitment, as applicable. The initial aggregate amount of the Lenders'

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Commitments is $35,000,000.

"Consolidated Backlog" for any calendar month means, as of any measurement date, the sum total of wafers (as measured in millions of square inches) which has been shipped in respect of bona fide sales to third party customers during such month to (and including) such measurement date and remaining shipments which are reasonably expected by the Borrower to be made in respect of bona fide sales to third party customers from (but excluding) such measurement date through the last calendar day of the month by the Borrower and its consolidated Subsidiaries. Amounts expected to be shipped shall be evidenced by third party customer orders including purchase orders, purchase order releases pursuant to blanket purchase orders and/or customer buy plans communicated by electronic data interchange communications, e-mail messages or via telephone to an MEMC customer service representative or salesperson.

"Consolidated EBITDA" means, for any period, Consolidated Net Income for such period (but excluding any minority interest, equity in income or loss of joint ventures and royalty income) plus, (a) without duplication and to the extent deducted in determining such Consolidated Net Income, the sum of (i) consolidated interest expense for such period, (ii) consolidated income tax expense for such period, (iii) all amounts attributable to depreciation and amortization for such period, (iv) all extraordinary charges during such period and (v) all other noncash expenses or losses of the Borrower or any of the Subsidiaries for such period (excluding any such charge that constitutes an accrual of or a reserve for cash charges for any future period), and minus (b) without duplication and to the extent included in determining such Consolidated Net Income, (i) any extraordinary gains for such period, (ii) all noncash items increasing Consolidated Net Income for such period (excluding any it s that represent the reversal of any accrual of, or cash reserve for, anticipated cash charges in any prior period), (iii) foreign currency gains, (iv) interest income, (v) gains from the sale of assets or capital stock, (vi) income tax benefit, and (vii) any other income categories disclosed as nonoperating (income) expense not otherwise specified, all determined on a consolidated basis in accordance with GAAP.

"Consolidated Net Income" means, for any period, the net income or loss of the Borrower and the Subsidiaries for such period determined on a consolidated basis in accordance with GAAP, provided that there shall be excluded from such net income or loss (a) the income of any Person (other than a consolidated Subsidiary) in which any other Person (other than the Borrower or any consolidated Subsidiary or any director holding qualifying shares in compliance with applicable law) owns an Equity Interest, except to the extent of the amount of dividends or other distributions actually paid to the Borrower or any of the consolidated Subsidiaries by such Person during such period, and (b) the income or loss of any Person accrued prior to the date on which it becomes a Subsidiary or is merged into or consolidated with the Borrower or any consolidated Subsidiary or the date on which such Person's assets are acquired by the Borrower or any consolidated Subsidiary.

"Consolidated Revenue" means, for any month, net sales of the Borrower and its consolidated Subsidiaries, determined in accordance with GAAP consistently applied, plus net sales of 300 millimeter product (also referred to as 300 millimeter sales contra) for that same period to the extent not otherwise included, determined in accordance with GAAP consistently applied. Net sales shall be computed net of any discounts, returns or allowances. Net sales shall also exclude sales made by the Borrower or by a Subsidiary to any Affiliate of the Borrower that is Controlled by the Borrower (other than Taisil Electronic Materials Corporation) whether or not consolidated with the Borrower under GAAP.

"Control" means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. The terms "Controlling" and "Controlled" have meanings correlative thereto.

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"Default" means any event or condition that constitutes an Event of Default or that upon notice, lapse of time or both would, unless cured or waived, become an Event of Default.

"Disclosed Matters" means the actions, suits and proceedings and the environmental matters disclosed in Schedule 3.06.

"dollars" or "$" refers to lawful money of the United States of America.

"Effective Date" means the date on which the conditions specified in Section 4.01 are satisfied (or waived in accordance with Section 11.02).

"Environmental Laws" means all laws, rules, regulations, codes, ordinances, orders, decrees, judgments, injunctions, directives or binding agreements issued, promulgated or entered into by or with any Governmental Authority, relating in any way to the environment, the protection, preservation or restoration of natural resources, the management (including generation, use, handling, transportation, storage, treatment and disposal) of Hazardous Materials, the Release or threatened Release of any Hazardous Materials into the environment, or health and safety matters.

"Environmental Liability" means any liability, contingent or otherwise (including any costs, obligations, expenses, losses or other liability in connection with personal injury, strict liability, damages, diminution of value, investigation, monitoring, remediation, administrative oversight costs, fines, penalties or indemnities) of the Borrower or any Subsidiary directly or indirectly arising or resulting from or based upon (a) violation of any Environmental Law, (b) the management, including generation, use, handling, transportation, storage, treatment or disposal, of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the Release or threatened Release of any Hazardous Materials into the environment or (e) any contract, agreement or other consensual arrangement pursuant to which liability is retained, assumed or imposed with respect to any of the foregoing.

Equity Interests" means shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity ownership interests in a Person.

"ERISA" means the Employee Retirement Income Security Act of 1974, as amended from time to time.

ERISA Affiliate" means, at any time, each trade or business (whether or not incorporated) that would, at the time, be treated together with Borrower or any of its Subsidiaries as a single employer under Title IV or Section 302 of ERISA or Section 412 of the Code.

"ERISA Event" means (a) any "reportable event" described in Section 4043 of ERISA or the regulations issued thereunder with respect to a Plan (other than a "reportable event" not subject to the provision for 30-day notice to the PBGC); (b) the existence with respect to any Plan of an "accumulated funding deficiency" (as defined in Section 412 of the Code or Section 302 of ERISA), whether or not waived or the filing of an application pursuant to Section 412(e) of the Code or Section 304 of ERISA for any extension of an amortization period; (c) the provision or filing of a notice of intent to terminate a Plan other than a standard termination within the meaning of Section 4041 of ERISA or the treatment of a Plan amendment as a distress termination under Section 4041 of ERISA; (d) the filing pursuant to Section 412(d) of the Code or Section 303(d) of ERISA of an application for a waiver of the minimum funding standard with respect to any Plan; (e) the incurrence by the Borrower or any of its ERI Affiliates of any liability under Title IV of ERISA with respect to the termination of any Plan; (f) the receipt by the Borrower or any ERISA Affiliate from the PBGC or a plan administrator of any notice relating to an intention to terminate any Plan or Plans or to appoint a trustee to administer any Plan under Section 4042 of ERISA or the occurrence or existence of any other event or condition which

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might reasonably be expected to constitute grounds for the termination of, the appointment of a trustee to administer, any Plan other than in a standard termination within the meaning of Section 4041 of ERISA or the imposition of any lien on the assets of the Borrower or any of its Subsidiaries or ERISA Affiliates under ERISA, including as a result of the operation of Section 4069 of ERISA; (g) the incurrence by the Borrower, any of its Subsidiaries or any of its ERISA Affiliates of any liability with respect to the withdrawal or partial withdrawal from any Plan or Multiemployer Plan or with respect to the with drawal from a Multiple Employer Plan during a plan year in which it was a "substantial employer" as defined in Section 4001(a)(2) of ERISA or by reason of the provisions of Section 4064 of ERISA upon the termination of a Multiple Employer Plan; or (h) the receipt by the Borrower or any ERISA Affiliate of any notice, or the receipt by any Multiemployer Plan from the Borrower or any ERISA Affiliate of any notice, concerning the imposition of Withdrawal Liability or a determination that a Multiemployer Plan is, or is expected to be, insolvent or in reorganization, within the meaning of Title IV of ERISA.

"Eurodollar", when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are bearing interest at a rate determined by reference to the Adjusted LIBO Rate.

"Events of Default" has the meaning assigned to such term in Article VII.

"Excluded Taxes" means, with respect to any Agent, any Lender or any other recipient of any payment to be made by or on account of any obligation of the Borrower hereunder, (a) doing business, income or franchise taxes imposed on (or measured by) its net income, capital or any similar alternate basis by the United States of America, or by the jurisdiction under the laws of which such recipient is organized or in which its principal office is located or, in the case of any Lender, in which its applicable lending office is located, (b) any branch profits taxes imposed by the United States of America or any similar tax imposed by any other jurisdiction described in clause (a) above and (c) in the case of a Foreign Lender (other than an assignee pursuant to a request by the Borrower under Section 2.16(b)), any withholding tax that (i) is in effect and would apply to amounts payable to such Foreign Lender at the time such Foreign Lender becomes a party to this Agreement (or designates a new lendin office), except to the extent that such Foreign Lender (or its assignor, if any) was entitled, at the time of designation of a new lending office (or assignment), to receive additional amounts from the Borrower with respect to any withholding tax pursuant to Section 2.14(a), or (ii) is attributable to such Foreign Lender's failure to comply with Section 2.14(e).

"Exposure" means, with respect to any Lender at any time, the outstanding principal amount of such Lender's Loans.

"Federal Funds Effective Rate" means, for any day, the weighted average (rounded upwards, if necessary, to the next 1/100 of 1%) of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers, as published on the next succeeding Business Day by the Federal Reserve Bank of New York, or, if such rate is not so published for any day that is a Business Day, the average (rounded upwards, if necessary, to the next 1/100 of 1%) of the quotations for such day for such transactions received by the Administrative Agent from three Federal funds brokers of recognized standing selected by it.

"Financial Officer" means the chief financial officer, principal accounting officer, treasurer or controller of the Borrower.

"Foreign Company Benefit Plans" means each Borrower Benefit Plan maintained for the benefit of the employees of the Borrower or any of its Subsidiaries located outside the United States of America.

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"Foreign Lender" means any Lender that is organized under the laws of a jurisdiction other than that in which the Borrower is located. For purposes of this definition, the United States of America, each State thereof and the District of Columbia shall be deemed to constitute a single jurisdiction.

"Foreign Subsidiary" means any Subsidiary that is organized under the laws of a jurisdiction other than the United States of America or any State thereof or the District of Columbia.

"Fund Guarantors" has the meaning assigned to such term in the Reimbursement Agreement.

"Fund Lender" means each Lender that intends to be a "venture capital operating company" within the meaning of the Plan Asset Regulations.

"GAAP" means generally accepted accounting principles in the United States of America consistently applied.

"Governmental Authority" means the government of the United States of America, any other nation or any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government.

"Guarantee" of or by any Person (the "guarantor") means any obligation, contingent or otherwise, of the guarantor guaranteeing or having the economic effect of guaranteeing any Indebtedness or other obligation of any other Person (the "primary obligor") in any manner, whether directly or indirectly, and including any obligation of the guarantor, direct or indirect, (a) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation or to purchase (or to advance or supply funds for the purchase of) any security for the payment thereof, (b) to purchase or lease property, securities or services for the purpose of assuring the owner of such Indebtedness or other obligation of the payment thereof, (c) to maintain working capital, equity capital or any other financial statement condition or liquidity of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other obligation or (d) as an account party in spect of any letter of credit or letter of guaranty issued to support such Indebtedness or obligation, provided that the term "Guarantee" shall not include endorsements for collection or deposit in the ordinary course of business.

"Guarantee Agreement" means the Guarantee Agreement, attached hereto as Exhibit C, among the Subsidiary Loan Parties and the Collateral Agent for the benefit of the Secured Parties, as amended from time to time.

"Hazardous Materials" means any substance, pollutant, contaminant, chemical or other material (including petroleum or any fraction thereof, asbestos or asbestos containing material, polychlorinated biphenyls and urea formaldehyde foam insulation) or waste that is classified or regulated under any Environmental Law.

"Hedging Agreement" means any interest rate protection agreement, foreign currency exchange agreement, commodity price protection agreement or other interest or currency exchange rate or commodity price hedging arrangement.

"Indebtedness" of any Person means, without duplication, (a) all obligations of such Person for borrowed money, (b) all obligations of such Person evidenced by bonds, debentures, notes or similar instruments, (c) all obligations of such Person upon which interest charges are customarily paid, (d) all obligations of such Person under conditional sale or other title retention agreements relating to property acquired by such Person, (e) all obligations of such Person in respect of the deferred purchase price of

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property or services (excluding current accounts payable incurred in the ordinary course of business), (f) all Indebtedness of others secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien on property owned or acquired by such Person, whether or not the Indebtedness secured thereby has been assumed, (g) all Guarantees by such Person of Indebtedness of others, (h) all Capital Lease Obligations of such Person, (i) l obligations, contingent or otherwise, of such Person as an account party in respect of letters of credit and letters of guaranty and (j) all obligations, contingent or otherwise, of such Person in respect of bankers' acceptances. The Indebtedness of any Person shall include the Indebtedness of any other entity (including any partnership in which such Person is a general partner) to the extent such Person is liable therefor as a result of such Person's ownership interest in or other relationship with such entity, except to the extent the terms of such Indebtedness provide that such Person is not liable therefor. Notwithstanding anything to the contrary in this paragraph, the term "Indebtedness" shall not include (a) obligations under Hedging Agreements or (b) agreements providing for indemnification, purchase price adjustments or similar obligations incurred or assumed in connection with the acquisition or disposition of assets or stock.

"Indemnified Taxes" means Taxes other than Excluded Taxes.

"Indemnitee" has the meaning assigned to such term in Section 11.03(b).

"Indemnity, Subrogation and Contribution Agreement" means the Indemnity, Subrogation and Contribution Agreement, attached hereto as Exhibit D, among the Borrower, the Subsidiary Loan Parties and the Collateral Agent, as amended from time to time.

"Indenture" has the meaning assigned to such term in the Restructuring Agreement, as amended from time to time.

"Indenture Documentation" means the Indenture together with the related guarantee agreement, the security agreement, the pledge agreement and the indemnity, subrogation and contribution agreement and any other security documents executed in connection therewith, all as amended from time to time.

"Indenture Obligations" has the meaning assigned to such term in the Indenture Documentation.

"Information" has the meaning assigned to such term in Section 11.12.

"Interest Election Request" means a request by the Borrower to convert or continue a Borrowing in accordance with Section 2.05.

"Interest Payment Date" means (a) with respect to any ABR Loan, the last day of each March, June, September and December, and (b) with respect to any Eurodollar Loan, the last day of the Interest Period applicable to the Borrowing of which such Loan is a part and, in the case of a Eurodollar Borrowing with an Interest Period of more than three months' duration, each day prior to the last day of such Interest Period that occurs at intervals of three months' duration after the first day of such Interest Period.

"Interest Period" means, with respect to any Eurodollar Borrowing, the period commencing on the date of such Borrowing and ending on the numerically corresponding day in the calendar month that is one, two, three or six months thereafter, as the Borrower may elect, provided that (a) if any Interest Period would end on a day other than a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless such next succeeding Business Day would fall in the next calendar month, in which case such Interest Period shall end on the next preceding Business Day and (b) any Interest Period that commences on the last Business Day of a calendar month (or on a day for which

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there is no numerically corresponding day in the last calendar month of such Interest Period) shall end on the last Business Day of the last calendar month of such Interest Period. For purposes hereof, the date of a Borrowing initially shall be the date on which such Borrowing is made and thereafter all be the effective date of the most recent conversion or continuation of such Borrowing.

"Investor Blockage Notice" has the meaning assigned to such term in Section 10.03(b).

"Investor Revolver Obligations" has the meaning assigned to such term in the Security Agreement.

"Italian Credit Agreement" means the Second Amended and Restated Credit Agreement dated as of September 6, 2002 between the Italian Issuer as borrower and TPG Wafer Partners LLC as lender and agent, together with any amendment of, restatement of, substitution for, or replacement of, such agreement.

"Italian Guaranty" means the Guaranty Agreement dated as of September 6, 2002 between the Borrower and TPG Wafer Partners LLC, together with any amendment of, restatement of, substitution for, or replacement of, such agreement.

"Italian Issuer" means MEMC Electronic Materials S.p.A., a società per azioni, or joint stock company, organized under the laws of the Republic of Italy.

"Italian Note" means the Euro 55 million (aggregate principal amount) Promissory Note issued by the Italian Issuer pursuant to the Italian Credit Agreement, with a current principal balance outstanding of Euro 20 million as of the date hereof.

"Joint Venture Stock" has the meaning assigned to such term in Section 6.03(d).

"Lenders" means the Persons listed on Schedule 2.01 and any other Person that shall have become a party hereto pursuant to an Assignment and Acceptance, other than any such Person that ceases to be a party hereto pursuant to an Assignment and Acceptance.

"LIBO Rate" means, with respect to any Eurodollar Borrowing for any Interest Period, the rate appearing on Page 3750 of the Telerate Service of Bridge Information Services (or on any successor or substitute page of such Service, or any successor to or substitute for such Service, providing rate quotations comparable to those currently provided on such page of such Service, as determined by the Administrative Agent from time to time in accordance with its normal practice for purposes of providing quotations of interest rates applicable to dollar deposits in the London interbank market) at approximately 11:00 a.m., London time, two (2) Business Days prior to the commencement of such Interest Period, as the rate for dollar deposits with a maturity comparable to such Interest Period. In the event that such rate is not available at such time for any reason, then the LIBO Rate with respect to such Eurodollar Borrowing for such Interest Period shall be the rate at which dollar deposits of $5,000,000 nd for a maturity comparable to such Interest Period are offered by the principal London office of Citibank, N.A. in immediately available funds in the London interbank market at approximately 11:00 a.m., London time, two (2) Business Days prior to the commencement of such Interest Period.

"Lien" means, with respect to any asset, (a) any mortgage, deed of trust, lien, pledge, hypothecation, encumbrance, charge or security interest in, on or of such asset, (b) the interest of a vendor or a lessor under any conditional sale agreement, capital lease or title retention agreement (or any financing lease having substantially the same economic effect as any of the foregoing) relating to such asset and (c) in the case of securities, any purchase option, call or similar right of a third party with respect to such securities.

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"Loan Documents" means this Agreement, the Guarantee Agreement, the Indemnity, Subrogation and Contribution Agreement and the Security Documents, all as amended from time to time.

"Loan Parties" means the Borrower and the Subsidiary Loan Parties.

"Loan Transactions" means the execution, delivery and performance by each Loan Party of the Loan Documents to which it is to be a party, the borrowing of Loans and the use of the proceeds thereof.

"Loans" means the loans made and the loans continued by the Lenders to the Borrower pursuant to this Agreement.

"Long-Term Indebtedness" means any Indebtedness that, in accordance with GAAP, constitutes (or, when incurred, constituted) a long-term liability.

"Material Adverse Effect" means a material adverse effect on (a) the business, assets, operations, properties, financial condition, contingent liabilities or prospects of the Loan Parties taken as a whole, (b) the ability of the Loan Parties to perform their obligations under the Loan Documents or (c) any rights of or benefits available to the Lenders under the Loan Documents.

"Material Indebtedness" means Indebtedness (other than the Loans), or obligations in respect of one or more Hedging Agreements, of any one or more of the Borrower and the Subsidiaries in an aggregate principal amount exceeding $2,500,000. For purposes of determining Material Indebtedness, the "principal amount" of the obligations of the Borrower or any Subsidiary in respect of any Hedging Agreement at any time shall be the maximum aggregate amount (giving effect to any netting agreements) that the Borrower or such Subsidiary would be required to pay if such Hedging Agreement were terminated at such time.

"Maturity Date" means the date that is five years from the Effective Date.

"Maximum Rate" has the meaning assigned to such term in Section 11.13.

"MEMC SW" has the meaning assigned to such term in Section 6.04(t).

"MJL" has the meaning assigned to such term in Section 6.02(a)(x).

"Moody's" means Moody's Investors Service, Inc.

"Mortgage" means a mortgage, deed of trust, assignment of leases and rents, leasehold mortgage or other security document granting a Lien on any Mortgaged Property to secure the Investor Revolver Obligations. Each Mortgage shall be reasonably satisfactory in form and substance to the Collateral Agent.

"Mortgaged Property" means, initially, each parcel of real property and the improvements thereto owned by a Loan Party and identified on Schedule 1.01, and includes each other parcel of real property and improvements thereto with respect to which a Mortgage is granted pursuant to Section 5.12 or 5.13.

"Multiemployer Plan" means a multiemployer plan as defined in Section 4001(a)(3) of ERISA.

"Multiple Employer Plan" means an employee benefit plan described in Section 4063 of ERISA.

"Net Proceeds" means, with respect to any event (a) the cash proceeds received in respect of such event, including (i) any cash received in respect of any non-cash proceeds, but only as and when received, (ii)

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in the case of a casualty or other insured damage, insurance proceeds in excess of $250,000, and (iii) in the case of a condemnation or similar event, condemnation awards and similar payments, net of (b) the sum of (i) all reasonable fees and out-of-pocket expenses (including reasonable attorneys fees, underwriting discounts and commissions and collection expenses) paid or payable by the Borrower and the Subsidiaries to third parties in connection with such event, (ii) in the case of a sale, transfer or other disposition of an asset (including pursuant to a sale and leaseback transaction or a casualty or a condemnation or similar proceeding), the amount of all payments required to be made by the Borrower and the Subsidiaries as a result of such event to repay Indebtedness (other than Lo s) secured by such asset or otherwise subject to mandatory prepayment as a result of such event, (iii) the amount of all taxes paid (or reasonably estimated to be payable) by the Borrower and the Subsidiaries, and (iv) the amount of any reserves established by the Borrower and the Subsidiaries to fund contingent liabilities reasonably estimated to be payable, in each case during the year that such event occurred or the next succeeding year and that are directly attributable to such event (as determined reasonably and in good faith by the chief financial officer of the Borrower). Notwithstanding anything to the contrary set forth above, the proceeds of any sale, transfer or other disposition of Receivables or Related Property (or any interest therein) pursuant to any Permitted Receivables Financing shall not be deemed to constitute Net Proceeds except to the extent that such sale, transfer or other disposition (a) is the initial sale, transfer or other disposition of Receivables or Related Property (or a ny interest therein) in connection with the establishment of such Permitted Receivables Financing or (b) occurs in connection with an increase in the aggregate outstanding amount of such Permitted Receivables Financing over the aggregate outstanding amount of such Permitted Receivables Financing at the time of such initial sale, transfer or other disposition.

"Notes" means the Senior Subordinated Secured Notes Due 2007 issued by the Borrower pursuant to the Indenture.

"Other Taxes" means any and all current or future recording, stamp, documentary, excise, transfer, sales, property or similar taxes, charges or levies arising from any payment made under any Loan Document or from the execution, delivery or enforcement of, or otherwise with respect to, any Loan Document.

"Participant" has the meaning assigned to such term in Section 11.04(e).

"Payment Blockage Period" has the meaning assigned to such term in Section 10.03(b).

"PBGC" means the Pension Benefit Guaranty Corporation referred to and defined in ERISA and any successor entity performing similar functions.

"Perfection Certificate" means a certificate in the form of Annex 1 to the Security Agreement or any other form approved by the Borrower and the Agents.

"Permitted Acquisition" means any acquisition (whether by purchase, merger, consolidation or otherwise) by the Borrower or any consolidated Subsidiary of all or substantially all the assets of, or all the Equity Interests in, a Person or division or line of business of a Person if, at the time of and immediately after giving effect thereto, (a) no Default has occurred and is continuing or would result therefrom, (b) the principal business of such Person shall be reasonably related to a business in which the Borrower and the Subsidiaries were engaged on the Effective Date or have entered thereafter with the consent of the Administrative Agent, (c) each Subsidiary formed for the purpose of or resulting from such acquisition shall be, or contemporaneously become, a Subsidiary Loan Party and all of the Equity Interests of such Subsidiary Loan Party shall be owned directly by the Borrower or a consolidated Subsidiary Loan Party and all material actions required to be taken with respect to such acq red or newly formed Subsidiary Loan Party under Sections 5.12 and 5.13 shall have been taken (or shall be

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taken contemporaneously with the closing of such acquisition or within the time period set forth in Section 5.12), (d) the Borrower and the Subsidiaries are in compliance, on a pro forma basis after giving effect to such acquisition (without giving effect to any cost savings other than those actually realized as of the date of such acquisition), with the covenants contained in Sections 6.12, 6.13 and 6.14 recomputed as at the last day of the most recently ended fiscal quarter or month, as the case may be, of the Borrower for which financial statements are available, as if such acquisition (and any related incurrence or repayment of Indebtedness, with any new Indebtedness being deemed to be amortized over the applicable testing period in accordance with its terms) had occurred on the first day of each relevant period for testing such compliance and (e) the Borrower has delivered to the Administrative Agent an officers' certificate to the effect set forth in clauses (a), (b), (c) and (d) above, together with all relevant financial information for the Person or assets to be acquired and reasonably detailed calculations demonstrating satisfaction of the requirement set forth in clause (d) above.

"Permitted Encumbrances" means:

(a) Liens imposed by law for taxes or other governmental charges that are not yet due or are being contested in compliance with Section 5.05;

(b) carriers', warehousemen's, mechanics', materialmen's, repairmen's and other like Liens imposed by law, arising in the ordinary course of business and securing obligations that are not overdue by more than 30 days or are being contested in compliance with Section 5.05;

(c) pledges and deposits made in the ordinary course of business in compliance with workers' compensation, unemployment insurance and other social security laws or regulations;

(d) Liens (other than Liens on Collateral) to secure the performance of bids, trade contracts, leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature, in each case in the ordinary course of business;

(e) judgment liens in respect of judgments that do not constitute an Event of Default under clause (k) of Article VII;

(f) easements, zoning restrictions, rights-of-way and similar encumbrances on real property imposed by law or arising in the ordinary course of business and minor defects or irregularities in title that do not secure any monetary obligations and do not materially detract from the value of the affected property or interfere with the ordinary conduct of business of the Borrower or any Subsidiary;

(g) ground leases in respect of real property on which facilities owned or leased by the Borrower or any of the Subsidiaries are located;

(h) any interest or title of a lessor under any lease permitted by this Agreement;

Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods;

(i) leases or subleases granted to other Persons and not interfering in any material respect with the business of the Borrower and the Subsidiaries, taken as a whole; and

licenses of intellectual property, including patents and trademarks held by the Borrower or any of its Subsidiaries, not interfering in any material respect with the business of the Borrower and its Subsidiaries, taken as a whole;

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provided that the term "Permitted Encumbrances" shall not include any Lien securing Indebtedness.

"Permitted Investments" means:

(a) direct obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by, the United States of America (or by any agency thereof to the extent such obligations are backed by the full faith and credit of the United States of America);

(b) investments in commercial paper maturing not more than one year after the date of acquisition thereof and having, at such date of acquisition, one of the two highest credit ratings obtainable from S&P or from Moody's;

(c) investments in certificates of deposit, banker's acceptances and time deposits maturing not more than one year after the date of acquisition thereof issued or guaranteed by or placed with, and money market deposit accounts and overnight bank deposits issued or offered by, any commercial bank organized under the laws of the United States of America or any State thereof or any foreign country recognized by the United States of America that has a combined capital and surplus and undivided profits of not less than $250,000,000 (or the foreign-currency equivalent thereof);

(d) fully collateralized repurchase agreements with a term of not more than 30 days for securities described in clause (a) above or clause (e) or (f) below and entered into with a financial institution satisfying the criteria described in clause (c) above;

(e) securities issued by any state of the United States of America or any political subdivision of any such state or any public instrumentality thereof having maturities of not more than six months from the date of acquisition thereof and, at the time of acquisition, having one of the two highest credit ratings obtainable from S&P or from Moody's;

(f) securities issued by any foreign government or any political subdivision of any foreign government or any public instrumentality thereof having maturities of not more than six months from the date of acquisition thereof and, at the time of acquisition, having one of the two highest credit ratings obtainable from S&P or from Moody's; and

(g) investments in funds that invest solely in one or more types of securities described in clauses (a), (e) and (f) above.

"Permitted Receivables Financing" means any financing pursuant to which (a) the Borrower or any Subsidiary sells, conveys or otherwise transfers to a Receivables Subsidiary, in "true sale" transactions, and (b) such Receivables Subsidiary sells, conveys or otherwise transfers to any other Person or grants a security interest to any other Person in, any Receivables (whether now existing or hereafter acquired) of the Borrower or any Subsidiary or any undivided interest therein, and any assets related thereto (including all collateral securing such Receivables), all contracts and all Guarantees or other obligations in respect of such Receivables, proceeds of such Receivables and other assets that are customarily transferred or in respect of which security interests are customarily granted in connection with asset securitization transactions involving Receivables, provided that the Board of Directors shall have determined in good faith that such Permitted Receivables Financing is economica y fair and reasonable to the Borrower and the Subsidiaries, taken as a whole.

"Person" means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity.

"Plan" means any employee pension benefit plan (other than a Multiemployer Plan) subject to the

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provisions of Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA, and in respect of which the Borrower, any of its Subsidiaries or any ERISA Affiliate is an "employer" as defined in Section 3(5) of ERISA or has any liability (contingent or otherwise).

"Plan Asset Regulations" means the Department of Labor regulation Section 2510.3-101, 29 C.F.R. Section 2510.3-101.

"Pledge Agreement" means the Pledge Agreement, attached hereto as Exhibit E, among the Loan Parties and the Collateral Agent for the benefit of the Secured Parties, as amended from time to time.

"Prepayment Event" means:

(a) any sale, transfer or other disposition (including pursuant to a Permitted Receivables Financing or a sale and leaseback transaction) of any property or asset of the Borrower or any Subsidiary, including any Equity Interest owned by it, other than (i) dispositions described in clauses (a) and (b) of Section 6.05, (ii) sales of Receivables described in clause (a)(x) of Section 6.02 and clause (e) of Section 6.05 and (iii) other dispositions resulting in aggregate Net Proceeds not exceeding $250,000 during any fiscal year of the Borrower; or

 (b) any casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding of, any property or asset of the Borrower or any Subsidiary, but only to the extent that the Net Proceeds therefrom have not been applied to repair, restore or replace such property or asset within 365 days after such event (such 365th day being deemed to be the date on which such Net Proceeds were received for purposes of Section 2.08(c)); or

(c) the incurrence by the Borrower or any Subsidiary of any Indebtedness, other than Indebtedness permitted by Section 6.01; or

(d) the issuance of any Equity Interests by the Borrower other than (i) the Warrant Shares, and (ii) pursuant to an employee benefit plan in effect on the Effective Date or adopted after the Effective Date with the consent of the Required Lenders;

provided that no receipt by MEMC Korea Company of Net Proceeds shall constitute a Prepayment Event unless and until (and only to the extent that) such Net Proceeds, or a portion thereof, are actually paid or legally payable as a dividend or distribution to a Loan Party (the date such Net Proceeds are so paid or become legally payable being deemed to be the date on which such Net Proceeds were received for purposes of Section 2.08(c)).

"Prime Rate" means the rate of interest per annum publicly announced from time to time by Citibank, N.A. as its base rate in effect at its principal office in New York City; each change in the Prime Rate shall be effective from and including the date such change is publicly announced as being effective.

"Receivables" means the Indebtedness and payment obligations of any Person to the Borrower or any of the Subsidiaries or acquired by the Borrower or any of the Subsidiaries (including obligations constituting an account or general intangible or evidenced by a note, instrument, contract, security agreement, chattel paper or other evidence of indebtedness or security but excluding intercompany obligations) arising from a sale of merchandise or the provision of services by the Borrower or any Subsidiary or the Person from which such Indebtedness and payment obligation were acquired by the Borrower or any of the Subsidiaries, including (a) any right to payment for goods sold or for services rendered and (b) the right to payment of any interest, sales taxes, finance charges, returned check or late charges and other obligations of such Person with respect thereto.

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"Receivables Subsidiary" means a corporation or other entity that is a newly formed, wholly owned, bankruptcy-remote, special purpose subsidiary of the Borrower or any wholly owned Subsidiary (a) that engages in no activities other than in connection with the financing of Receivables, all proceeds thereof and all rights (contractual or other), collateral and other assets relating thereto, and any business or activities incidental or related to such business (including servicing of Receivables), (b) that is designated by the Board of Directors (as provided below) as a Receivables Subsidiary, (c) of which no portion of its Indebtedness or any other obligations (contingent or otherwise) (i) is Guaranteed by the Borrower or any Subsidiary (other than pursuant to Standard Securitization Undertakings), (ii) is recourse to or obligates the Borrower or any Subsidiary in any way other than pursuant to Standard Securitization Undertakings and other than any obligation to sell or transfer Receivables or iii) subjects any property or asset of the Borrower or any Subsidiary, directly or indirectly, contingently or otherwise, to the satisfaction thereof, (d) with which none of the Borrower or any Subsidiary has any material contract, agreement, arrangement or understanding (except in connection with a Permitted Receivables Financing), other than fees payable in the ordinary course of business in connection with servicing Receivables, and (e) to which none of the Borrower or any Subsidiary has any obligation to maintain or preserve such entity's financial condition or cause such entity to achieve certain levels of operating results. Upon any such designation, a Financial Officer of the Borrower shall deliver a certificate to the Administrative Agent certifying (a) the resolution of the Board of Directors giving effect to such designation, (b) that, to the best of such officer's knowledge and belief after consulting with counsel, such designation complied with the foregoing conditions, (c) that after giving effe ct to such designation (including any Indebtedness permitted to exist in connection with such designation), the Borrower shall be in compliance, on a pro forma basis, with the covenants set forth in Section 6.12, 6.13 and 6.14 and (d) immediately after giving effect to such designation, no Default shall have occurred and be continuing.

"Register" has the meaning set forth in Section 11.04(c).

"Reimbursement Agreement" means the Reimbursement Agreement, dated as of December 21, 2001 among the Borrower, the Fund Guarantors and Citicorp USA, Inc., as collateral agent, together with any amendment of, restatement of, substitution for, or replacement of, such agreement.

"Reimbursement Documentation" means, collectively, (i) the Reimbursement Agreement, (ii) the guarantee agreement, the security agreement, the pledge agreement and the indemnity, subrogation and contribution agreement attached as exhibits to such Reimbursement Agreement and (iii) any other security documents or other ancillary documents executed in connection therewith, all as amended from time to time.

"Related Parties" means, with respect to any specified Person, such Person's Affiliates and the respective directors, officers, employees, agents and advisors of such Person and such Person's Affiliates.

"Related Property" means, with respect to each Receivable:

(a) all the interest of the Borrower or any Subsidiary in the goods, if any, sold and delivered to an obligor relating to the sale that gave rise to such Receivable,

(b) all other security interests or Liens, and the interest of the Borrower or any Subsidiary in the property subject thereto, from time to time purporting to secure payment of such Receivable, together with all financing statements signed by an obligor describing any collateral securing such Receivable and

(c) all guarantees, insurance, letters of credit and other agreements or arrangements of whatever character from time to time supporting or securing payment of such Receivable,

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in the case of clauses (b) and (c), whether pursuant to the contract related to such Receivable or otherwise or pursuant to any obligations evidenced by a note, instrument, contract, security agreement, chattel paper or other evidence of Indebtedness or security and the proceeds thereof.

"Release" means any release, spill, emission, leaking, dumping, injection, pouring, deposit, disposal, discharge, dispersal, leaching or migration of any Hazardous Material in, on, onto or into the environment (including ambient air, surface water, groundwater, land surface or subsurface strata or within any building, structure, facility or fixture).

"Representative" means any trustee, agent or representative (if any) for any of the Bank Lenders or the Fund Guarantors under the Bank Revolver Obligations as identified to the Administrative Agent pursuant to written notice.

"Required Lenders" means, at any time, Lenders having Exposures and unused Commitments representing more than 50% of the sum of the total Exposures and unused Commitments at such time.

"Restricted Payment" means any dividend or other distribution (whether in cash, securities or other property) with respect to any Equity Interests in the Borrower or any Subsidiary, or any payment (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any Equity Interests in the Borrower or any Subsidiary or any option, warrant or other right to acquire any such Equity Interests in the Borrower or any Subsidiary.

"Restructuring Agreement" means that certain Restructuring Agreement, dated as of November 13, 2001, between TPG Wafer Holdings LLC and the Borrower, as amended from time to time.

"S&P" means Standard & Poor's Rating Service.

"Secured Parties" has the meaning assigned to such term in the Security Agreement.

"Security Agreement" means the Security Agreement, attached hereto as Exhibit F, among the Borrower, the Subsidiary Loan Parties and the Collateral Agent for the benefit of the Secured Parties, as amended from time to time.

"Security Documents" means the Security Agreement, the Pledge Agreement, the Mortgages and each other security agreement or other instrument or document executed and delivered pursuant to Section 5.12 or 5.13 to secure any of the Investor Revolver Obligations, all as amended from time to time.

"Standard Securitization Undertakings" means representations, warranties, covenants and indemnities entered into at any time by the Borrower or any Subsidiary that are reasonably customary in an accounts receivable transaction.

"Statutory Reserve Rate" means a fraction (expressed as a decimal), the numerator of which is the number one and the denominator of which is the number one minus the aggregate of the maximum reserve percentages (including any marginal, special, emergency or supplemental reserves) expressed as a decimal established by the Board to which the Administrative Agent is subject, with respect to the Adjusted LIBO Rate, for eurocurrency funding (currently referred to as "Eurocurrency Liabilities" in Regulation D of the Board). Such reserve percentages shall include those imposed pursuant to such Regulation D. Eurodollar Loans shall be deemed to constitute eurocurrency funding and to be subject to such reserve requirements without benefit of or credit for proration, exemptions or offsets that may be available from time to time to any Lender under such Regulation D or any comparable regulation. The Statutory Reserve Rate shall be adjusted automatically on and as of the effective date of any change in

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an reserve percentage.

"Subordinated Indebtedness" has the meaning assigned to such term in Section 10.01.

"subsidiary" means, with respect to any Person (the "parent") at any date, any corporation, limited liability company, partnership, association or other entity the accounts of which would be consolidated with those of the parent in the parent's consolidated financial statements if such financial statements were prepared in accordance with GAAP as of such date, as well as any other corporation, limited liability company, partnership, association or other entity (a) of which securities or other ownership interests representing more than 50% of the equity or more than 50% of the ordinary voting power or, in the case of a partnership, more than 50% of the general partnership interests are, as of such date, owned, controlled or held, or (b) that is, as of such date, otherwise Controlled, by the parent or one or more subsidiaries of the parent or by the parent and one or more subsidiaries of the parent.

"Subsidiary" means any subsidiary of the Borrower.

"Subsidiary Loan Party" means any Subsidiary that is not a Foreign Subsidiary or a Receivables Subsidiary.

"Taxes" means any and all current or future taxes, levies, imposts, duties, deductions, charges or withholdings imposed by any Governmental Authority.

"TPG" means TPG Partners III, L.P. and its Affiliates, provided that no such Affiliate shall be deemed a member of TPG to the extent it ceases to be Controlled by, or under common Control with, TPG Partners III, L.P.

"Type", when used in reference to any Loan or Borrowing, refers to whether the rate of interest on such Loan, or on the Loans comprising such Borrowing, is determined by reference to the Adjusted LIBO Rate or the Alternate Base Rate.

"U.S. Company Benefit Plans" means each Borrower Benefit Plan maintained for the benefit of the employees of the Borrower or any of its Subsidiaries located in the United States.

"Warrant Certificate" has the meaning assigned to such term in the Restructuring Agreement.

"Warrant Shares" has the meaning assigned to such term in the Restructuring Agreement.

"Warrants" has the meaning assigned to such term in the Restructuring Agreement.

"Withdrawal Liability" means liability to a Multiemployer Plan as a result of a complete or partial withdrawal from such Multiemployer Plan, as such terms are defined in Part I of Subtitle E of Title IV of ERISA.

 SECTION 1.02. Terms Generally. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words "include", "includes" and "including" shall be deemed to be followed by the phrase "without limitation". The word "will" shall be construed to have the same meaning and effect as the word "shall". Unless the context requires otherwise (a) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein), (b) any reference herein to any Person shall be construed to include such Person's

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successors and assigns, (c) the words "herein", "hereof" and " r", and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (d) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement and (e) the words "asset" and "property" shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights.

SECTION 1.03. Accounting Terms; GAAP. Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time, provided that, if the Borrower notifies the Administrative Agent that the Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Effective Date in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in ac e herewith.

ARTICLE II

The Credits

SECTION 2.01. Commitments. Subject to the terms and conditions set forth herein, each Lender agrees to make Loans to the Borrower from time to time during the Availability Period in an aggregate principal amount at any one time outstanding that will not result in such Lender's Exposure exceeding such Lender's Commitment. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Loans.

SECTION 2.02. Loans and Borrowings. (a) Each Loan shall be made as part of a Borrowing consisting of Loans of the same Type made by the Lenders ratably in accordance with their respective Applicable Percentages. The failure of any Lender to make any Loan required to be made by it shall not relieve any other Lender of its obligations hereunder, provided that the Commitments of the Lenders are several and no Lender shall be responsible for any other Lender's failure to make Loans as required.

(b) Subject to Section 2.11, each Borrowing shall be comprised entirely of ABR Loans or Eurodollar Loans as the Borrower may request in accordance herewith, provided that all Borrowings made on the Effective Date shall be ABR Borrowings. Each Lender at its option may make any Eurodollar Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan, provided that (i) any exercise of such option shall not affect the obligation of the Borrower to repay such Loan in accordance with the terms of this Agreement and (ii) the Borrower shall not be required to make any greater payment under Section 2.14 to the applicable Lender than such Lender would have been entitled to receive if such Lender had not exercised such option.

(c) At the commencement of each Interest Period for any Eurodollar Borrowing, such Borrowing shall be in an aggregate amount that is an integral multiple of $1,000,000 and not less than $10,000,000. At the time that each ABR Borrowing is made, such Borrowing shall be in an aggregate amount that is an integral multiple of $1,000,000 and not less than $10,000,000, provided that an ABR Borrowing may be in an aggregate amount that is equal to the entire unused balance of the total Commitments. Borrowings of more than one Type may be outstanding at the same time, provided that there shall not at any time be more than a total of three Eurodollar Borrowings outstanding.

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(d) Notwithstanding any other provision of this Agreement, the Borrower shall not be entitled to request, or to elect to convert or continue, any Loan if the Interest Period requested with respect thereto would end after the Maturity Date.

SECTION 2.03. Requests for Borrowings. To request a Borrowing, the Borrower shall notify the Administrative Agent of such request by telephone fifteen (15) Business Days before the date of the proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable and shall be confirmed promptly by hand delivery or telecopy to the Administrative Agent of a written Borrowing Request in the form of Exhibit G or any other form approved by the Administrative Agent and signed by the Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02:

(i) the aggregate amount of such Borrowing;

(ii) the proposed date of such Borrowing, which shall be a Business Day;

(iii) subject to the provision to the first sentence of Section 2.02(b), whether such Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing;

(iv) in the case of a Eurodollar Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term "Interest Period"; and

(v) the location and number of the Borrower's account to which funds are to be disbursed, which shall comply with the requirements of Section 2.04.

If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested Eurodollar Borrowing, then the Borrower shall be deemed to have selected an Interest Period of one month's duration. Promptly following receipt of a Borrowing Request in accordance with this Section 2.03, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender's Loan to be made as part of the requested Borrowing.

SECTION 2.04. Funding of Borrowings. (a) Each Lender shall make each Loan to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds by 1:00 p.m., New York City time, to the account of the Administrative Agent most recently designated by it for such purpose by notice to the Lenders. The Administrative Agent will make such Loans available to the Borrower by promptly crediting the amounts so received, in like funds, to an account of the Borrower maintained with Citibank, N.A. in New York City and designated by the Borrower in the applicable Borrowing Request.

(b) Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender's share of such Borrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with paragraph (a) of this Section 2.04 and may (but shall not be obligated to), in reliance upon such assumption, make available to the Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Borrowing available to the Administrative Agent, then the applicable Lender and the Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount with interest thereon, for each day from and including the date such amount is made available to the Borrower to but excluding the date of payment to the Administrative Agent, at (i) in the case of such Lender, the greater of the Fede Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking

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industry rules on interbank compensation or (ii) in the case of the Borrower, the interest rate applicable to ABR Loans. If such Lender pays such amount to the Administrative Agent, then such amount shall constitute such Lender's Loan included in such Borrowing.

(c) Nothing in this Section 2.04 shall be deemed to relieve any Lender from its obligation to fulfill its Commitments hereunder or to prejudice any rights that the Borrower may have against any Lender as a result of any default by any such Lender hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to fulfill its Commitments hereunder).

SECTION 2.05. Interest Elections. (a) Each Borrowing initially shall be of the Type specified in the applicable Borrowing Request and, in the case of a Eurodollar Borrowing, shall have an initial Interest Period as specified in such Borrowing Request. Thereafter, the Borrower may elect to convert such Borrowing to a different Type or to continue such Borrowing and, in the case of a Eurodollar Borrowing, may elect Interest Periods therefor, all as provided in this Section 2.05. The Borrower may elect different options with respect to different portions of the affected Borrowing, in which case each such portion shall be allocated ratably among the Lenders holding the Loans comprising such Borrowing, and the Loans comprising each such portion shall be considered a separate Borrowing.

(b) To make an election pursuant to this Section 2.05, the Borrower shall notify the Administrative Agent of such election by telephone by the time that a Borrowing Request would be required under Section 2.03 if the Borrower were requesting a Borrowing of the Type resulting from such election to be made on the effective date of such election. Each such telephonic Interest Election Request shall be irrevocable and shall be confirmed promptly by hand delivery or telecopy to the Administrative Agent of a written Interest Election Request in a form approved by the Administrative Agent and signed by the Borrower.

(c) Each telephonic and written Interest Election Request shall specify the following information in compliance with Section 2.02:

(i) the Borrowing to which such Interest Election Request applies and, if different options are being elected with respect to different portions thereof, the portions thereof to be allocated to each resulting Borrowing (in which case the information to be specified pursuant to clauses (iii) and (iv) below shall be specified for each resulting Borrowing);

(ii) the proposed effective date of the election made pursuant to such Interest Election Request, which shall be a Business Day;

(iii) whether the resulting Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing; and

(iv) if the resulting Borrowing is a Eurodollar Borrowing, the Interest Period to be applicable thereto after giving effect to such election, which shall be a period contemplated by the definition of the term "Interest Period".

If any such Interest Election Request requests a Eurodollar Borrowing but does not specify an Interest Period, then the Borrower shall be deemed to have selected an Interest Period of one month's duration.

(d) Promptly following receipt of an Interest Election Request, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender's Loan deemed to be made as part of each resulting Borrowing.

(e) If the Borrower fails to deliver a timely Interest Election Request with respect to a Eurodollar Borrowing prior to the end of the Interest Period applicable thereto, then, unless such Borrowing is

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repaid as provided herein, at the end of such Interest Period such Borrowing shall be converted to an ABR Borrowing. Notwithstanding any contrary provision hereof, if an Event of Default has occurred and is continuing and the Administrative Agent, at the request of the Required Lenders, so notifies the Borrower, then, so long as an Event of Default is continuing (i) no outstanding Borrowing may be converted to or continued as a Eurodollar Borrowing and (ii) unless repaid, each Eurodollar Borrowing shall be converted to an ABR Borrowing at the end of the Interest Period applicable thereto.

SECTION 2.06. Termination and Reduction of Commitments. (a) Unless previously terminated, the Commitments shall terminate on the Maturity Date.

(b) The Borrower may at any time, without premium or penalty, terminate, or from time to time reduce, the Commitments, provided that (i) each reduction of the Commitments shall be in an amount that is an integral multiple of $1,000,000 and not less than $5,000,000 and (ii) the Borrower shall not terminate or reduce the Commitments if, after giving effect to any concurrent prepayment of the Loans in accordance with Section 2.08, the sum of the Exposures would exceed the total Commitments.

(c) The Borrower shall notify the Administrative Agent and the Lenders of any election to terminate or reduce the Commitments under paragraph (b) of this Section 2.06 at least three (3) Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Each notice delivered by the Borrower pursuant to this Section 2.06 shall be irrevocable, provided that a notice of termination delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by written notice to the Administrative Agent and the Lenders on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments shall be permanent. Each reduction of the Commitments shall be made ratably among the Lenders in accordance with their respective Applicable Percentages.

(d) Notwithstanding anything to the contrary in this Agreement, and subject to the receipt by the Borrower of appropriate amendments of or waivers under the Bank Loan Documentation (which amendments or waivers the Borrower agrees to use reasonable commercial efforts to obtain), upon the closing and funding of a debt or equity financing (other than Indebtedness of the Borrower to any Subsidiary and of any Subsidiary to the Borrower or any other Subsidiary or the refinancing by the Borrower or any of its Subsidiaries of such Indebtedness existing on the Effective Date and extensions, renewals, refinancings and replacements of any Indebtedness that do not increase the outstanding principal amount thereof or commitments therefor or result in an earlier maturity date or decreased weighted average life thereof) in which the Net Proceeds received by or on behalf of the Borrower or any Subsidiary with respect to such financing equal or exceed $100,000,000, the Commitments shall automatically and irrevo y terminate and the principal of the Loans then outstanding, together with accrued interest thereon and all fees and other obligations of the Borrower accrued hereunder, shall automatically become immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower.

SECTION 2.07. Repayment of Loans; Evidence of Debt. (a) The Borrower hereby unconditionally promises to pay to the Administrative Agent for the account of each Lender the then unpaid principal amount of each Loan of such Lender on the Maturity Date.

(b) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrower to such Lender resulting from each Loan made by such Lender, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder.

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(c) The Administrative Agent shall maintain accounts in which it shall record (i) the amount of each Loan made hereunder, the Type thereof and the Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder and (iii) the amount of any sum received by the Administrative Agent hereunder for the account of the Lenders and each Lender's share thereof, which accounts the Administrative Agent will make available to the Borrower upon its reasonable request.

(d) The entries made in the accounts maintained pursuant to paragraph (b) or (c) of this Section 2.07 shall be prima facie evidence of the existence and amounts of the obligations recorded therein absent manifest error, provided that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligation of the Borrower to repay the Loans in accordance with the terms of this Agreement.

(e) Any Lender may request that Loans made by it be evidenced by a promissory note. In such event, the Borrower shall prepare, execute and deliver to such Lender a promissory note payable to the order of such Lender (or, if requested by such Lender, to such Lender and its registered assigns) and in a form approved by the Borrower and the Administrative Agent. Thereafter, the Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to Section 11.04) be represented by one or more promissory notes in such form payable to the order of the payee named therein (or, if such promissory note is a registered note, to such payee and its registered assigns).

SECTION 2.08. Prepayment of Loans. (a) The Borrower shall have the right at any time and from time to time to prepay any Borrowing in whole or in part, without premium or penalty (but subject to Section 2.13), subject to the requirements of this Section 2.08.

(b) In the event and on each occasion that the sum of the Exposures exceeds the total Commitments, the Borrower shall prepay Borrowings in an aggregate amount equal to such excess.

(c) Subject to Section 2.06(d), in the event and on each occasion that any Net Proceeds are received by or on behalf of the Borrower or any Subsidiary in respect of any Prepayment Event, the Borrower shall, within ten (10) Business Days after such Net Proceeds are received, prepay Borrowings in an aggregate amount equal to (i) in the case of an event described in clause (a) or (b) of the definition of Prepayment Event, such Net Proceeds, or (ii) in the case of an event described in clause (c) or (d) of the definition of Prepayment Event, 75% of such Net Proceeds; provided that, for so long as any Bank Revolver Obligations are outstanding, a prepayment under this Section 2.08(c) shall only be made to the extent of Net Proceeds (or in the case of clause (ii) of this Section 2.08(c), the portion thereof required to be used to prepay Borrowings) remaining following the repayment in full of such Bank Revolver Obligations or to the extent that the Bank Lenders or the Fund Guarantors, as the ca ay be, provide their consent.

(d) Prior to any optional or mandatory prepayment of Borrowings hereunder, the Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to paragraph (e) of this Section 2.08.

(e) The Borrower shall notify the Administrative Agent and the Lenders by telephone (confirmed by telecopy) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Borrowing, not later than 11:00 a.m., New York City time, three (3) Business Days before the date of prepayment, or (ii) in the case of prepayment of an ABR Borrowing, not later than 3:00 p.m., New York City time, on the Business Day prior to the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date, the principal amount of each Borrowing or portion thereof to be prepaid and, in the case of a mandatory prepayment, a reasonably detailed calculation of the amount of such prepayment, provided that, if a notice of optional prepayment of any Loans is given in connection with a conditional

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notice of termination of the Commitments as contemplated by Section 2.06, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 6. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02, except as necessary to apply fully the required amount of a mandatory prepayment or to prepay such Borrowing in full. Each prepayment of a Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.10.

SECTION 2.09. Fees. (a) The Borrower agrees to pay to the Administrative Agent (1) on the Effective Date, for the account of the Lenders, a one-time commitment fee in an aggregate amount equal to $200,000, and (2) for the account of each Lender a commitment fee, which shall accrue at the rate equal to 0.50% per annum on the average daily unused amount of the Commitments of such Lender during the period from and including the Effective Date to but excluding the date on which such Commitments terminate (it being understood that no commitment fee shall be payable in respect of the portion of any Commitment funded on the Effective Date). Accrued commitment fees shall be payable in arrears on the last day of March, June, September and December of each year and on the dates on which the Commitments terminate, commencing on the first such date to occur after the Effective Date. All commitment fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of s elapsed (including the first day but excluding the last day). For purposes of computing commitment fees, a Commitment of a Lender shall be deemed to be used to the extent of the outstanding Loans of such Lender.

(b) The Borrower agrees to pay to the Administrative Agent on the Effective Date, for the account of the Lenders, an underwriting fee in an aggregate amount equal to $850,000.

(c) The Borrower agrees to pay to the Administrative Agent, for its own account, such other fees payable in the amounts and at the times separately agreed upon between the Borrower and the Administrative Agent.

(d) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent for distribution, in the case of commitment fees and the underwriting fee, to the Lenders entitled thereto. Fees paid shall not be refundable under any circumstances.

SECTION 2.10. Interest. (a) The Loans comprising each ABR Borrowing shall bear interest at the Alternate Base Rate plus the Applicable Rate.

(b) The Loans comprising each Eurodollar Borrowing shall bear interest at the Adjusted LIBO Rate for the Interest Period in effect for such Borrowing plus the Applicable Rate.

(c) Notwithstanding the foregoing, if any principal of or interest on any Loan or any fee or other amount payable by the Borrower hereunder is not paid when due, whether at stated maturity, upon acceleration or otherwise, such overdue amount shall bear interest, after as well as before judgment, to the fullest extent permitted by applicable law, at a rate per annum equal to (i) in the case of overdue principal of any Loan, 2% plus the rate otherwise applicable to such Loan as provided in the preceding paragraphs of this Section 2.10 or (ii) in the case of any other amount, 2% plus the rate applicable to ABR Loans as provided in paragraph (a) of this Section 2.10.

(d) Accrued interest on each Loan shall be payable in arrears on each Interest Payment Date for such Loan and upon termination of the Commitments, provided that (i) interest accrued pursuant to paragraph (c) of this Section 2.10 shall be payable on demand, (ii) in the event of any repayment or prepayment of any Loan (other than a prepayment of an ABR Loan prior to the end of the Availability Period), accrued

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interest on the principal amount repaid or prepaid shall be payable on the date of such repayment or prepayment and (iii) in the event of any conversion of any Eurodollar Loan prior to the end of the current Interest Period therefor, accrued interest on such Loan shall be payable on the effective date of such conversion.

(e) All interest hereunder shall be computed on the basis of a year of 360 days and in each case shall be payable for the actual number of days elapsed (including the first day but excluding the last day). The applicable Alternate Base Rate or Adjusted LIBO Rate shall be determined by the Administrative Agent in accordance with the terms of this Agreement, and such determination shall be prima facie evidence thereof absent manifest error.

(f) Notwithstanding anything to the contrary herein, the Borrower may elect, in each case with the consent of the Required Lenders to be given or withheld in their absolute discretion, to defer the cash payment of interest on any Loan until a date to be agreed upon by the Borrower and the Required Lenders. In the event that the Borrower makes such an election and the Required Lenders so consent, the rate of interest on such Loan for the period of such deferral shall be increased by an amount to be agreed between the Borrower and the Required Lenders (which amount shall in no event be less than 3%) over the rate otherwise applicable to such Loan. The Lenders shall promptly notify the Administrative Agent of any such consent or agreement.

SECTION 2.11. Alternate Rate of Interest. If prior to the commencement of any Interest Period for a Eurodollar Borrowing:

(a) the Administrative Agent determines (which determination shall be prima facie evidence thereof) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate for such Interest Period; or (b) the Administrative Agent is advised by the Required Lenders that the Adjusted LIBO Rate for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their Loans included in such Borrowing for such Interest Period; then the Administrative Agent shall give notice thereof to the Borrower and the Lenders by telephone or telecopy as promptly as practicable thereafter and, until the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist (it being understood that the Administrative Agent will use commercially reasonable efforts to give such notice as soon as practicable after such circumstances no longer exist), (i) any Interest Election Request that uests the conversion of any Borrowing to, or continuation of any Borrowing as, a Eurodollar Borrowing shall be ineffective and (ii) if any Borrowing Request requests a Eurodollar Borrowing, such Borrowing shall be made as an ABR Borrowing.

SECTION 2.12. Increased Costs. (a) If any Change in Law (except with respect to Taxes, which shall be governed by Section 2.14) shall:

(i) impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender (except any such reserve requirement reflected in the Adjusted LIBO Rate); or

(ii) impose on any Lender or the London interbank market any other condition affecting this Agreement or Eurodollar Loans made by such Lender; and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any Eurodollar Loan (or of maintaining its obligation to make any such Loan) or to reduce the amount of any sum received or receivable by such Lender hereunder (whether of principal, interest or otherwise), then the Borrower will pay to such Lender such additional amount or amounts as will compensate such Lender for such additional costs incurred or reduction suffered.

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(b) If any Change in Law regarding capital requirements has or would have the effect of reducing the rate of return on a Lender's capital or on the capital of such Lender's holding company, if any, as a consequence of this Agreement or the Loans made by such Lender to a level below that which such Lender or such Lender's holding company could have achieved but for such Change in Law (taking into consideration such Lender's policies and the policies of such Lender's holding company with respect to capital adequacy), then from time to time the Borrower will pay to such Lender such additional amount or amounts as will compensate such Lender or such Lender's holding company for any such reduction suffered.

(c) A certificate of a Lender setting forth the amount or amounts necessary to compensate such Lender or its holding company, as the case may be, as specified in paragraph (a) or (b) of this Section 2.12 shall be delivered to the Borrower and shall be prima facie evidence thereof absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereof.

(d) Failure or delay on the part of any Lender to demand compensation pursuant to this Section 2.12 shall not constitute a waiver of such Lender's right to demand such compensation, provided that the Borrower shall not be required to compensate a Lender pursuant to this Section 2.12 for any increased costs or reductions incurred more than 180 days prior to the date that such Lender notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender's intention to claim compensation therefor, and provided further that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

SECTION 2.13. Break Funding Payments. In the event of (a) the payment of any principal of any Eurodollar Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default), (b) the conversion of any Eurodollar Loan other than on the last day of the Interest Period applicable thereto, (c) the failure to borrow, convert, continue or prepay any Eurodollar Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice may be revoked under Section 2.08(e) and is revoked in accordance therewith) or (d) the assignment of any Eurodollar Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section 2.16, then, in any such event, the Borrower shall compensate each Lender for the loss, cost and expense attributable to such event. In the case of a Eurodollar Loan, such loss, cost or expense to any Lender shall be d d to include an amount reasonably determined by such Lender to be the excess, if any, of (i) the amount of interest that would have accrued on the principal amount of such Loan had such event not occurred, at the Adjusted LIBO Rate that would have been applicable to such Loan, for the period from the date of such event to the last day of the then current Interest Period therefor (or, in the case of a failure to borrow, convert or continue, for the period that would have been the Interest Period for such Loan), over (ii) the amount of interest that would accrue on such principal amount for such period at the interest rate that such Lender would bid were it to bid, at the commencement of such period, for dollar deposits of a comparable amount and period from other banks in the eurodollar market. A certificate of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section 2.13 shall be delivered to the Borrower and shall be prima facie evidence t hereof absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereof.

SECTION 2.14. Taxes. (a) Any and all payments by or on account of any obligation of the Borrower hereunder or under any other Loan Document shall be made free and clear of and without deduction for any Indemnified Taxes or Other Taxes, provided that if the Borrower shall be required to deduct any Indemnified Taxes or Other Taxes from such payments, then (i) the sum payable shall be increased as

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necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 2.14) the Agent or Lender (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.

(b) In addition, the Borrower shall pay any Other Taxes to the relevant Governmental Authority in accordance with applicable law.

(c) The Borrower shall indemnify each Agent and each Lender, within 10 days after written demand therefor, for the full amount of any Indemnified Taxes or Other Taxes paid by such Agent or such Lender, as the case may be, on or with respect to any payment by or on account of any obligation of the Borrower hereunder or under any other Loan Document (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section 2.14) and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender or the Collateral Agent, or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be prima facie evidence thereof absent manifest error.

(d) As soon as practicable after any payment of Indemnified Taxes or Other Taxes by the Borrower to a Governmental Authority, the Borrower shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent.

(e) Any Foreign Lender that is entitled to an exemption from or reduction of withholding tax under the law of the jurisdiction in which the Borrower is located, or any treaty to which such jurisdiction is a party, with respect to payments under this Agreement shall deliver to the Borrower (with a copy to the Administrative Agent), at the time or times prescribed by applicable law, such properly completed and executed documentation prescribed by applicable law or reasonably requested by the Borrower as will permit such payments to be made without withholding or at a reduced rate.

(f) If an Agent or a Lender has received a refund of any Taxes as to which it has been indemnified by the Borrower or with respect to which the Borrower has paid additional amounts pursuant to this Section 2.14, which such Agent or such Lender is able to identify as such, it shall pay such refund to the Borrower (but only to the extent of indemnity payments made, or additional amounts paid, by the Borrower under this Section 2.14 with respect to the Taxes giving rise to such refund), net of all reasonable out-of-pocket expenses of such Agent or such Lender and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund); provided, however, that the Borrower agrees to pay, upon the request of such Agent or such Lender, the amount paid to the Borrower (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to such Agent or such Lender in the event such Agent or such Lender is required to rep uch refund to such Governmental Authority. Upon written request by the Borrower, a Lender shall use reasonable commercial efforts to contest any Taxes for which the Borrower is required to pay additional amounts pursuant to this Section 2.14, or to obtain refunds thereof; provided, however, that such efforts shall not require the Lender to incur additional costs or legal or regulatory burdens that the Lender considers in its good faith judgment to be material, and that nothing in this Section 2.14(f) shall be construed as requiring a Lender to alter the conduct of its business or to arrange or alter in any respect its tax or financial affairs. Nothing contained in this Section 2.14(f) shall require the Administrative Agent or any Lender to make available its tax returns (or any other information relating to its Taxes that it deems

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confidential) to the Borrower or any other Person.

SECTION 2.15. Payments Generally; Pro Rata Treatment; Sharing of Set-offs. Subject to Article X hereof,

(a) The Borrower shall make each payment required to be made by it hereunder or under any other Loan Document (whether of principal, interest, or fees, or of amounts payable under Section 2.12, 2.13 or 2.14, or otherwise) prior to the time expressly required hereunder or under such other Loan Document for such payment (or, if no such time is expressly required, prior to 2:00 p.m., New York City time), on the date when due, in immediately available funds, without set-off or counterclaim. Any amounts received after such time on any date may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to the Administrative Agent at its offices at Citicorp USA, Inc., 2 Penns Way, Suite 200, New Castle, DE 19720, except that payments pursuant to Sections 2.12, 2.13, 2.14 and 11.03 shall be made directly to the Persons entitled thereto and payment rsuant to other Loan Documents shall be made to the Persons specified therein. The Administrative Agent shall distribute any such payments received by it for the account of any other Person to the appropriate recipient promptly following receipt thereof. If any payment under any Loan Document shall be due on a day that is not a Business Day, the date for payment shall be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. All payments under each Loan Document shall be made in dollars.

(b) If at any time insufficient funds are received by and available to the Administrative Agent to pay fully all amounts of principal, interest and fees then due hereunder, such funds shall be applied (i) first, to fees and expenses then due to the Agents hereunder, (ii) second, towards payment of interest and fees then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of interest and fees then due to such parties, and (iii) third, towards payment of principal then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of principal then due to such parties.

(c) If any Lender shall, by exercising any right of set-off or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Loans resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its Loans and accrued interest thereon than the proportion received by any other Lender, then the Lender receiving such greater proportion shall purchase (for cash at face value) participations in the Loans of other Lenders to the extent necessary so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Loans, provided that (i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and (ii) the provisions of this paragraph shall not be c rued to apply to any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans to any assignee or participant, other than to the Borrower or any Subsidiary or Affiliate thereof (as to which the provisions of this paragraph shall apply). The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participation.

(d) Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders hereunder that the 28 of 69 Borrower will not make such payment, the Administrative Agent may assume that the Borrower has made such payment on such date in accordance herewith and may (but shall not be obligated to), in reliance upon such assumption, distribute to the Lenders the amount due. In such event, if the Borrower has not in fact made such payment, then each of the Lenders severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation.

(e) If any Lender shall fail to make any payment required to be made by it pursuant to Section 2.04(b), 2.15(d) or 11.03(c), then the Administrative Agent may (but shall not be obligated to), in its discretion (notwithstanding any contrary provision hereof), apply any amounts thereafter received by the Administrative Agent for the account of such Lender to satisfy such Lender's obligations under such Sections until all such unsatisfied obligations are fully paid.

SECTION 2.16. Mitigation Obligations; Replacement of Lenders. (a) If any Lender requests compensation under Section 2.12, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.14, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the reasonable judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.12 or 2.14, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignm

(b) If any Lender requests compensation under Section 2.12, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.14, or if any Lender defaults in its obligation to fund Loans hereunder, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 11.04), all its interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that (i) to the extent the assignee is not a Lender or an Affiliate or an Approved Fund of a Lender, the Borrower shall have received the prior written consent of the Administrative Agent, which consent shall not unreasonably be withheld, (ii) such Lender shal ve received payment of an amount equal to the outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts) and (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.12 or payments required to be made pursuant to Section 2.14, such assignment will result in a reduction in such compensation or payments. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply. Nothing in this Section 2.16 shall be deemed to prejudice any rights that the Borrower may have against any Lender as a result of any default by any such Lender in its obligation to fund Loans hereunder.

ARTICLE III

Representations and Warranties

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The Borrower represents and warrants to the Lenders that:

SECTION 3.01. Organization; Powers. Each of the Borrower and the Subsidiaries is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, has all requisite power and authority to carry on its business as now conducted and, except where the failure to do so, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect, is qualified to do business in, and is in good standing in, every jurisdiction where such qualification is required.

SECTION 3.02. Authorization; Enforceability. The Loan Transactions entered into and to be entered into by each Loan Party are within such Loan Party's powers and have been duly authorized by all necessary action. This Agreement has been duly executed and delivered by the Borrower and constitutes, and each other Loan Document to which any Loan Party is to be a party, when executed and delivered by such Loan Party, will constitute, a legal, valid and binding obligation of the Borrower or such Loan Party (as the case may be), enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors' rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

SECTION 3.03.  Governmental Approvals; No Conflicts. The Loan Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by or before, any Governmental Authority, except such as have been obtained or made and are in full force and effect and except filings necessary to perfect Liens created under the Loan Documents, (b) will not violate any applicable law or regulation or the charter, by-laws or other organizational documents of the Borrower or any of the Subsidiaries or any order of any Governmental Authority, (c) except as set forth on Schedule 3.03, will not violate or result in a default under any material indenture, agreement or other instrument binding upon the Borrower or any of the Subsidiaries or any of their assets, or give rise to a right thereunder to require any payment to be made by the Borrower or any of the Subsidiaries, and (d) will not result in the creation or imposition of any Lien on any asset of the Borrower or any o e Subsidiaries, except Liens created under the Loan Documents.

SECTION 3.04. Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders its (i) audited consolidated balance sheet as of December 31, 2001, and the related consolidated statements of income and cash flow for the fiscal year then ended, reported on by KPMG LLP, independent public accountants, and (ii) its unaudited consolidated balance sheet as of September 30, 2002, and the related consolidated statements of income and cash flow for the nine months then ended. Such financial statements present fairly, in all material respects, the consolidated financial position and results of operations of the Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP.

(b) Except as disclosed in the financial statements referred to in paragraph (a) above or the notes thereto, and except for the Disclosed Matters, none of the Borrower or the Subsidiaries has, as of the Effective Date, any material contingent liabilities, unusual long-term commitments or unrealized losses.

(c) Since September 30, 2002, there has been no material adverse change in the business, assets, operations, properties, financial condition, contingent liabilities or prospects of the Borrower or the Borrower and its Subsidiaries, taken as a whole.

SECTION 3.05. Properties. (a) Except as set forth in Schedule 3.05, the Borrower and each of the Subsidiaries has good title to, or valid leasehold interests in, all its real and personal property material to its business (including its Mortgaged Properties), except for minor defects in title that do not interfere

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with its ability to conduct its business as currently conducted or to utilize such properties for their intended purposes and subject to Liens permitted by Section 6.02.

(b) The Borrower and each of the Subsidiaries owns, or is licensed to use, all trademarks, tradenames, copyrights, patents and other intellectual property material to its business, and except as set forth in Schedule 3.05, to Borrower's knowledge after due inquiry the use thereof by the Borrower and the Subsidiaries does not infringe upon the rights of any other Person, except for any such infringements that, individually or in the aggregate, would not result in a Material Adverse Effect.

(c) Schedule 3.05 sets forth the address of each real property that is owned or leased by the Borrower or any of the Subsidiaries as of the Effective Date after giving effect to the Loan Transactions.

(d) As of the Effective Date, neither the Borrower or any of the Subsidiaries has received notice of, or has knowledge of, any material pending or contemplated condemnation proceeding affecting any Mortgaged Property or any sale or disposition thereof in lieu of condemnation. Except as set forth on Schedule 3.05, none of the Mortgaged Property or any interest therein is subject to any right of first refusal, option or other contractual right to purchase any such Mortgaged Property or interest therein.

SECTION 3.06. Litigation and Environmental Matters. (a) There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of the Borrower, threatened against or affecting the Borrower or any of the Subsidiaries (i) as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, would, individually or in the aggregate, result in a Material Adverse Effect (other than the Disclosed Matters) or (ii) that involve any of the Loan Documents or the Loan Transactions.

(b) Except for the Disclosed Matters and except with respect to any other matters that, individually or in the aggregate, would not result in a Material Adverse Effect, neither the Borrower or any of the Subsidiaries (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) has become subject to any Environmental Liability or has received any request for information from a Governmental Authority under any Environmental Law, (iii) has received notice of any claim with respect to any Environmental Liability, (iv) knows of any past or present facts or circumstances that are reasonably likely to result in Environmental Liability, or (v) knows of investigation or threatened investigation or judicial or administrative proceeding with respect to any of the foregoing.

(c) Except for the Disclosed Matters, none of the property currently owned, leased or operated by the Borrower or by its Subsidiaries is, or as a result of the Loan Transactions would be, subject to (i) any state or local Environmental Laws which would impose restrictions on the use of such property or require notice, disclosure or advance approval prior to such transactions, or (ii) any liens under any Environmental Laws.

SECTION 3.07.  Compliance with Laws and Agreements. Except for the Disclosed Matters relating to Section 3.06(b) and (c), each of the Borrower and the Subsidiaries is in compliance with all laws, regulations and orders of any Governmental Authority applicable to it or its property and all indentures, agreements and other instruments binding upon it or its property, except where the failure to do so, individually or in the aggregate, would not result in a Material Adverse Effect. No Default has occurred and is continuing.

SECTION 3.08. Investment and Holding Company Status. Neither the Borrower nor any of the Subsidiaries is (a) an "investment company" as defined in, or subject to regulation under, the Investment Company Act of 1940 or (b) a "holding company" as defined in, or subject to regulation under, the

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Public Utility Holding Company Act of 1935.

SECTION 3.09. Taxes. The Borrower and each of the Subsidiaries has timely filed or caused to be filed all Tax returns and reports required to have been filed and has paid or caused to be paid all Taxes required to have been paid by it, except (a) any Taxes that are being contested in good faith by appropriate proceedings and for which the Borrower or such Subsidiary, as applicable, has set aside on its books adequate reserves or (b) to the extent that the failure to do so would not result in a Material Adverse Effect.

SECTION 3.10. ERISA. No ERISA Event has occurred or is reasonably expected to occur that, when taken together with all other such ERISA Events for which liability is reasonably expected to occur, would result in a Material Adverse Effect. Neither the Borrower nor any ERISA Affiliate has engaged in a transaction with respect to any employee benefit plan that would reasonably be expected to result in any material liability to the Borrower or any ERISA Affiliate pursuant to Section 4069 of ERISA.

Schedule 3.10(a) sets forth a complete list of the U.S. Company Benefit Plans meeting the criteria set forth therein. The Borrower shall provide a complete list of Foreign Company Benefit Plans meeting the criteria set forth in Schedule 3.10(a) as soon as reasonably practicable following the date hereof. The Borrower has heretofore made available to the Lenders or their Related Parties, either directly or through its filings with the Securities and Exchange Commission, true and complete copies of each U.S. Company Benefit Plan and any amendments thereto except as otherwise set forth on Schedule 3.10(a) and the following related documents: (i) the actuarial report and Form 5500 for such U.S. Company Benefit Plan (if applicable) for each of the last two years, (ii) the most recent determination letter from the Internal Revenue Service (if applicable) for such U.S. Company Benefit Plan and (iii) the most recent summary plan description for such U.S. Company Benefit Plan and any material modificati s thereto (if any). Except as set forth in Schedule 3.10(a), there is no formal arrangement or commitment, whether legally binding or not, to create any additional Borrower Benefit Plan or to amend, modify or change any existing Borrower Benefit Plan.

Except as set forth in Schedule 3.10(b) and except as would not, individually or in the aggregate, have a Material Adverse Effect, with respect to the Borrower Benefit Plans (i) each Borrower Benefit Plan has been operated and administered substantially in accordance with its terms and applicable laws including, but not limited to ERISA and the Code, (ii) each Borrower Benefit Plan intended to be "qualified" within the meaning of Section 401(a) of the Code has received a favorable determination letter from the Internal Revenue Service stating that it is so qualified, and, to the Borrower's knowledge, there are no existing circumstances or any events that have occurred that would reasonably be expected to adversely affect the qualified status of such Borrower Benefit Plan, (iii) no liability under Title IV has been incurred by the Borrower, its Subsidiaries or any ERISA Affiliate that has not been satisfied in full, and no condition exists that presents a risk to the Borrower, its Subsidiaries o any ERISA Affiliate of incurring a liability thereunder (other than liability for benefits or premiums payable to the PBGC) arising in the ordinary course that are not yet due), (iv) no Borrower Benefit Plan provides benefits, including, without limitation, death or medical benefits (whether or not insured), with respect to current or former employees or directors of the Borrower or its Subsidiaries beyond their retirement or other termination of service, other than (A) coverage mandated by applicable law, (B) death benefits or retirement benefits under any "employee pension plan" (as defined in Section 3(2) of ERISA), (C) deferred compensation benefits accrued as liabilities on the books of the Borrower or its Subsidiaries, (D) benefits the full cost of which are borne by the current or former employee or director (or his or her beneficiary), (E) certain retiree medical benefit plans, (F) benefits under certain disability plans or (G) benefits under certain life insurance plans, each of (E), (F) and (G) des ignated as such on Schedule 3.10(b), (v) no Borrower Benefit Plan is a "multiemployer pension plan" (as defined in Section 3(37) of ERISA), (vi) all contributions or other amounts payable by the Borrower or its Subsidiaries as of the

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date of this Agreement with respect to each Borrower Benefit Plan in respect of current or prior plan years have been paid or accrued in accordance with GAAP and Section 412 of the Code, (vii) no "prohibited transaction" within the meaning of Section 4975 of the Code or Section 406 of ERISA has occurred with respect to which the Borrower may incur material liability or may be otherwise materially damaged and (viii) to the Borrower's knowledge, there are no pending, threatened or anticipated claims (other than routine claims for benefits) by, on behalf of or against any of the Borrower Benefit Plan or any trusts related thereto.

SECTION 3.11. Disclosure. The Borrower has disclosed to the Lenders or their Related Parties, either directly or indirectly through its publicly available filings with the Securities and Exchange Commission, all agreements, instruments and corporate or other restrictions to which the Borrower or any of the Subsidiaries is subject, and all other matters known to any of them (other than matters of a general economic nature), that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. The reports, financial statements, certificates or other information furnished by or on behalf of any Loan Party to the Administrative Agent or any Lender or any of their Related Parties in connection with the negotiation of this Agreement or any other Loan Document or delivered hereunder or thereunder (as modified or supplemented by other information so furnished), taken as a whole, do not contain any material misstatement of fact or omit to state any mater fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, provided that with respect to projected financial information, the Borrower represent only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time. The Administrative Agent and the Lenders acknowledge that actual results during any period or periods covered by such projected financial information may differ therefrom and such differences may be material.

SECTION 3.12. Subsidiaries. Schedule 3.12 sets forth the name of, and the ownership interest of the Borrower in, each Subsidiary and identifies each Subsidiary that is a Subsidiary Loan Party, in each case as of the Effective Date.

SECTION 3.13. Insurance. Schedule 3.13 sets forth a description of all insurance maintained by or on behalf of the Borrower and the Subsidiaries as of the Effective Date. As of the Effective Date, all premiums in respect of such insurance that are required to have been paid have been paid. The Borrower believes that the insurance maintained by or on behalf of the Borrower and the Subsidiaries is adequate in all material respects.

SECTION 3.14. Labor Matters. As of the Effective Date, there are no material strikes, lockouts or slowdowns against the Borrower or any Subsidiary pending or, to the knowledge of the Borrower, threatened. Except as would not result in a Material Adverse Effect, (a) the hours worked by and payments made to employees of the Borrower and the Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable Federal, state, local or foreign law dealing with such matters and (b) the consummation of the Loan Transactions will not give rise to any right of termination or right of renegotiation on the part of any union under any collective bargaining agreement to which the Borrower or any Subsidiary is bound. Except as set forth in Schedule 3.14, (i) no current or former employee, officer, director, or consultant of the Borrower or any of its Subsidiaries is entitled to any benefit, payment, forgiveness of indebtedness or accelerated vesting of any bonus, retirement, erance, change in control, job security or similar benefit or any other enhanced benefit as a result of the Loan Transactions, whether alone or in connection with any other event and (ii) the Borrower is not a party to any agreement, whether written or oral, (A) that would result in any payments that may be considered to be "parachute payments" under Section 280G of the Code, whether or not such compensation would be deemed to be reasonable compensation for services rendered or (B) that would require the Borrower or any of its Subsidiaries to make any payments that would fail to be deductible

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under Section 162(m) or any other provision of the Code.

ARTICLE IV

Conditions

SECTION 4.01. Effective Date. The obligations of the Lenders to make Loans hereunder shall not become effective until the date on which the Administrative Agent notifies the Borrower that each of the following conditions is satisfied (or waived in accordance with Section 11.02):

(a) The Administrative Agent (or any Related Party) shall have received from the Borrower, the Collateral Agent and each Lender either (i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement.

(b) The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent and the Lenders and dated the Effective Date) of each of (i) Bryan Cave LLP, counsel for the Borrower, substantially in the form of Exhibit B-1, and (ii) local counsel in each jurisdiction where a Mortgaged Property is located, substantially in the form of Exhibit B-2, and, in the case of each such opinion required by this paragraph, covering such other matters relating to the Loan Parties, the Loan Documents or the Loan Transactions as the Required Lenders shall reasonably request. The Borrower hereby requests such counsel to deliver such opinions.

(c) The Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of each Loan Party, the authorization of the Loan Transactions and any other legal matters relating to the Loan Parties, the Loan Documents or the Loan Transactions, all in form and substance satisfactory to the Administrative Agent and its counsel.

(d) The Administrative Agent shall have received a certificate, dated the Effective Date and signed by the President, a Vice President or a Financial Officer of the Borrower, confirming compliance with the conditions set forth in paragraphs (a) and (b) of Section 4.02.

(e) The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Effective Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel) required to be reimbursed or paid by any Loan Party hereunder or under any other Loan Document.

(f) The Collateral and Guarantee Requirement shall have been satisfied and the Administrative Agent shall have received a completed Perfection Certificate dated the Effective Date and signed by an executive officer or Financial Officer of the Borrower, together with all attachments contemplated thereby, including the results of a search of the Uniform Commercial Code (or equivalent) filings made with respect to the Loan Parties in the jurisdictions contemplated by the Perfection Certificate and copies of the financing statements (or similar documents) disclosed by such search and evidence reasonably satisfactory to the Administrative Agent that the Liens indicated by such financing statements (or similar documents) are permitted by Section 6.02 or have been released.

(g) The Administrative Agent shall have received evidence that the insurance required by Section 5.07 and the Security Documents is in effect.

(h) The Administrative Agent shall have been afforded the timely opportunity to review all other

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documentation relating to the Loan Transactions and the other transactions contemplated hereby and shall be reasonably satisfied in all respects with such documentation.

(i) There shall not have occurred any material adverse change in the business, assets, operations, properties, financial condition, contingent liabilities or prospects of the Borrower or the Borrower and its Subsidiaries, taken as a whole, since September 30, 2002.

(j) The Administrative Agent shall have received evidence satisfactory to it that the Borrower has obtained all necessary amendments of, and consents, approvals or waivers under, the Bank Loan Documentation and the Indenture Documentation in connection with the Loan Transactions.

The Administrative Agent shall notify the Borrower and the Lenders of the Effective Date, and such notice shall be conclusive and binding. Notwithstanding the foregoing, the obligations of the Lenders to make Loans hereunder shall not become effective unless each of the foregoing conditions is satisfied (or waived pursuant to Section 11.02).

SECTION 4.02. Each Borrowing. The obligation of each Lender to make a Loan on the occasion of any Borrowing is subject to receipt of the request therefor in accordance herewith and to the satisfaction of the following conditions:

(a) The representations and warranties of each Loan Party set forth in the Loan Documents shall be true and correct in all material respects on and as of the date of such Borrowing, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects as to such earlier date).

(b) At the time of and immediately after giving effect to such Borrowing, (i) no Default shall have occurred and be continuing and (ii) each of the conditions specified in Section 4.01 shall be satisfied (or waived in accordance with Section 11.02).

(c) The Administrative Agent shall have received evidence satisfactory to it of the payment in full of all principal and accrued interest due under the Italian Note, together with all other amounts due and payable thereunder, and the termination of the commitments of the lenders under the Italian Credit Agreement to make additional loans thereunder.

(d) The Administrative Agent shall have received evidence satisfactory to it that on and as of the date of such Borrowing, (i) the total amount of Exposures (as defined in the Bank Revolving Credit Agreement) of all lenders under the Bank Revolving Credit Agreement is equal to $150,000,000, (ii) the Borrower shall not be entitled to any further borrowings under the Bank Revolving Credit Agreement and (iii) no Default (as defined in the Bank Revolving Credit Agreement) shall have occurred and be continuing.

Each Borrowing shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in this Section 4.02.

ARTICLE V

Affirmative Covenants

Until the Commitments have expired or been terminated and the principal of and interest on each Loan and all fees payable hereunder shall have been paid in full the Borrower covenants and agrees with the Lenders that:

SECTION 5.01. Financial Statements and Other Information. The Borrower will furnish to the

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Administrative Agent and each Lender:

(a) within 90 days after the end of each fiscal year of the Borrower, its audited consolidated balance sheet and related statements of operations, stockholders' equity and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by KPMG LLP or other independent public accountants of recognized national standing (without a "going concern" or like qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly, in all material respects, the consolidated financial condition and results of operations of the Borrower and the Subsidiaries on a consolidated basis in accordance with GAAP consistently applied;

(b) within 45 days after the end of each of the first three fiscal quarters of each fiscal year of the Borrower, its unaudited consolidated balance sheet and related statements of operations, stockholders' equity and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its Financial Officers as presenting fairly in all material respects the consolidated financial condition and results of operations of the Borrower and the Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes;

(c) within 10 Business Days after the end of each of the first two months of each fiscal quarter of the Borrower, its unaudited consolidated balance sheet and related statements of operations and cash flows as of the end of and for such month and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its Financial Officers as presenting fairly, in all material respects, the consolidated financial condition and results of operations of the Borrower and the Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes;

(d) concurrently with any delivery of financial statements under paragraph (a), (b) or (c) above, a certificate of a Financial Officer of the Borrower (i) certifying, to such Financial Officer's knowledge after due inquiry, as to whether a Default has occurred and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Sections 6.12, 6.13, 6.14 and 6.15 and (iii) stating whether any change in GAAP or in the application thereof has occurred since the date of the Borrower's audited financial statements referred to in Section 3.04 and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate;

(e) concurrently with any delivery of financial statements under paragraph (a) above, a certificate of the accounting firm that reported on such financial statements stating whether they obtained knowledge during the course of their examination of such financial statements of any Default (which certificate may be limited to the extent required by accounting rules or guidelines);

(f) prior to the commencement of each fiscal year of the Borrower, a detailed consolidated budget for such fiscal year (including a projected consolidated balance sheet and related statements of projected operations and cash flow as of the end of and for such fiscal year and setting forth any material assumptions used for purposes of preparing such budget) and, promptly when available, any significant revisions of such budget;

(g) promptly after the same become publicly available, copies of all periodic and other reports, proxy

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statements and other materials filed by the Borrower or any Subsidiary with the Securities and Exchange Commission, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange, or distributed by the Borrower to its public stockholders generally, as the case may be;

(h) on the sixth Business Day of each calendar month, a detailed report of the Consolidated Backlog for such month, measured as of the close of business on the prior Business Day; and

(i) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Borrower or any Subsidiary, or compliance with the terms of any Loan Document, as the Administrative Agent or any Lender may reasonably request.

SECTION 5.02. Notices of Material Events. The Borrower will furnish to the Administrative Agent and each Lender written notice of the following promptly upon a Financial Officer of the Borrower obtaining knowledge thereof:

(a) the occurrence of any Default;

(b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting the Borrower or any Affiliate thereof that, if adversely determined, could reasonably be expected to result in a Material Adverse Effect;

(c) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of the Borrower and the Subsidiaries in an aggregate amount exceeding $2,500,000; and

(d) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect.

Each notice delivered under this Section 5.02 shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.

SECTION 5.03. Information Regarding Collateral. (a) The Borrower will furnish to the Administrative Agent and each Lender prompt written notice of any change (i) in any Loan Party's corporate name or in any trade name used to identify it in the conduct of its business or in the ownership of its properties, (ii) in the location of any Loan Party's chief executive office, its principal place of business, any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral owned by it is located (including the establishment of any such new office or facility), (iii) in any Loan Party's identity, jurisdiction of organization or corporate structure or (iv) in any Loan Party's Federal Taxpayer Identification Number. The Borrower agrees not to effect or permit any change referred to in the preceding sentence unless all filings have been made, or will have been made within any statutory period, under the Uniform Commercial Code or erwise that are required in order for the Administrative Agent to continue at all times following such change to have a valid, legal and perfected security interest in all the Collateral for the benefit of the Secured Parties. The Borrower also agrees promptly to notify the Administrative Agent and each Lender if any material portion of the Collateral is damaged or destroyed.

(b) Each year, at the time of delivery of annual financial statements with respect to the preceding fiscal year pursuant to paragraph (a) of Section 5.01, the Borrower shall deliver to the Administrative Agent a certificate of a Financial Officer of the Borrower (i) setting forth the information required pursuant to

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Section 2 of the Perfection Certificate or confirming that there has been no change in such information since the date of the Perfection Certificate delivered on the Effective Date or the date of the most recent certificate delivered pursuant to this Section 5.03 and (ii) certifying that all Uniform Commercial Code financing statements (including fixture filings, as applicable) or other appropriate filings, recordings or registrations, including all refilings, rerecordings and reregistrations, containing a description of the Collateral have been filed of record in each governmental, municipal or other appropriate office in each jurisdiction identified pursuant to clause (i) above to extent necessary to protect and perfect the security interests under the Security Agreement for a period of not less than 18 months after the date of such certificate (except as noted therein with respect to any continuation statements to be filed within such period).

SECTION 5.04. Existence; Conduct of Business. The Borrower will, and will cause each of the Subsidiaries to, do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence and the rights, contracts, licenses, permits, privileges, franchises, patents, copyrights, trademarks and trade names material to the conduct of the business of the Borrower and its Subsidiaries, taken as a whole, provided that the foregoing shall not prohibit any merger, consolidation, liquidation or dissolution permitted under Section 6.03 or any sale of assets permitted under Section 6.05; provided, further, that neither Borrower nor any of its Subsidiaries shall be obligated to maintain any of the foregoing assets in the event that the Board of Directors adopts a resolution to the effect that the maintenance of such asset is no longer necessary or desirable in the conduct of the business of the Borrower and its Subsidiaries.

SECTION 5.05. Payment of Obligations. The Borrower will, and will cause each of the Subsidiaries to, pay its Indebtedness and other obligations, including Tax liabilities, before the same shall become delinquent or in default, except where (a) the validity or amount thereof is being contested in good faith by appropriate proceedings, (b) the Borrower or such Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with GAAP, (c) such contest effectively suspends collection of the contested obligation and the enforcement of any Lien securing such obligation and (d) the failure to make payment pending such contest could not reasonably be expected to result in a Material Adverse Effect.

SECTION 5.06. Maintenance of Properties. The Borrower will, and will cause each of the Subsidiaries to, keep and maintain all property material to the conduct of the business of the Borrower and the Subsidiaries, taken as a whole, in good working order and condition, ordinary wear and tear excepted.

SECTION 5.07. Insurance. The Borrower will, and will cause each of the Subsidiaries to, maintain, with financially sound and reputable insurance companies (a) insurance in such amounts (with no greater risk retention) and against such risks as are customarily maintained by companies of established repute engaged in the same or similar businesses operating in the same or similar locations and (b) all insurance required to be maintained pursuant to the Security Documents. The Borrower will furnish to the Lenders, upon request in writing by the Administrative Agent or the Lenders, information in reasonable detail as to the insurance so maintained.

SECTION 5.08. Casualty and Condemnation. The Borrower (a) will furnish to the Administrative Agent and the Lenders prompt written notice of any casualty or other insured damage to any material portion of any Collateral or the commencement of any action or proceeding for the taking of any Collateral or any part thereof or interest therein under power of eminent domain or by condemnation or similar proceeding and (b) will cause the Net Proceeds of any such event (whether in the form of insurance proceeds, condemnation awards or otherwise) to be applied in accordance with the applicable provisions of the Security Documents and this Agreement.

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SECTION 5.09. Books and Records; Inspection and Audit Rights. The Borrower will, and will cause each of the Subsidiaries to, keep proper books of record and account in which full, true and correct entries are made of all material dealings and transactions in relation to its business and activities. The Borrower will, and will cause each of the Subsidiaries to, permit any representatives designated by the Administrative Agent or any Lender, upon reasonable prior notice, to visit and inspect its properties, to examine and make extracts from its books and records and to discuss its affairs, finances and condition with its officers and independent accountants, all at such reasonable times and at such reasonable intervals as may be reasonably requested.

SECTION 5.10. Compliance with Laws. The Borrower will, and will cause each of the Subsidiaries to, comply with all laws, rules, regulations and orders of any Governmental Authority applicable to it or its property, except where the failure to do so, individually or in the aggregate, would not result in a Material Adverse Effect.

SECTION 5.11. Use of Proceeds. The proceeds of the Loans will be used only for general corporate purposes, including the payment of fees and expenses of the Administrative Agent and the Lenders and their Affiliates in connection with the transactions. No part of the proceeds of any Loan will be used, whether directly or indirectly, for any purpose that entails a violation of any of the Regulations of the Board, including Regulations T, U and X.

SECTION 5.12. Additional Subsidiaries. If any additional Subsidiary is formed or acquired after the Effective Date, the Borrower will, within ten (10) Business Days after such Subsidiary is formed or acquired, notify the Administrative Agent and the Lenders thereof and cause the Collateral and Guarantee Requirement to be satisfied with respect to such Subsidiary (if it is a Subsidiary Loan Party) and with respect to any Equity Interest in or Indebtedness of such Subsidiary owned by or on behalf of any Loan Party.

SECTION 5.13. Further Assurances. (a) The Borrower will, and will cause each Subsidiary Loan Party to, execute any and all further documents, financing statements, agreements and instruments, and take all such further actions (including the filing and recording of financing statements, fixture filings, mortgages, deeds of trust and other documents), that may be required under any applicable law, or which the Administrative Agent or the Required Lenders may reasonably request, to cause the Collateral and Guarantee Requirement to be and remain satisfied, all at the expense of the Loan Parties. The Borrower also agrees to provide to the Administrative Agent or the Required Lenders, from time to time upon request, evidence reasonably satisfactory to the Administrative Agent or the Required Lenders, as the case may be, as to the perfection and priority of the Liens created or intended to be created by the Security Documents.

(b) If any material assets (including any real property or improvements thereto or any interest therein) are acquired by the Borrower or any Subsidiary Loan Party after the Effective Date (other than assets constituting Collateral under the Security Agreement or the Pledge Agreement that become subject to the Lien of the Security Agreement or the Pledge Agreement upon acquisition thereof), the Borrower will notify the Administrative Agent and the Lenders thereof, and, if requested by the Administrative Agent or the Required Lenders, the Borrower will cause such assets to be subjected to a Lien securing the Investor Revolver Obligations and will take, and cause the Subsidiary Loan Parties to take, such actions as shall be necessary or reasonably requested by the Administrative Agent or the Required Lenders to grant and perfect such Liens, including actions described in paragraph (a) of this Section 5.13, all at the expense of the Loan Parties. Notwithstanding the foregoing, in no event shall the rower or any Subsidiary Loan Party be required to grant a lien on any of the Texas Instruments Agreements (as defined in the Security Agreement).

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ARTICLE IV

Negative Covenants

Until the Commitments have expired or terminated and the principal of and interest on each Loan and all fees payable hereunder have been paid in full, the Borrower covenants and agrees with the Lenders that:

SECTION 6.01. Indebtedness; Certain Equity Securities. (a) The Borrower will not, and will not permit any Subsidiary to, create, incur, assume or permit to exist any Indebtedness, except:

(i) Indebtedness created under the Loan Documents, the Bank Loan Documentation or the Indenture Documentation;

(ii) Indebtedness existing (or incurred pursuant to contractual loan commitments existing) on the Effective Date and set forth in Schedule 6.01 and extensions, renewals, refinancings and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof (or commitments therefor) or result in an earlier maturity date or decreased weighted average life thereof;

(iii) Indebtedness of the Borrower to any Subsidiary and of any Subsidiary to the Borrower or any other Subsidiary;

(iv) Guarantees by the Borrower and by any Subsidiary of Indebtedness of the Borrower or any other Subsidiary, provided that Guarantees by the Borrower or any Subsidiary Loan Party of Indebtedness of any Subsidiary that is not a Loan Party shall be subject to Section 6.04;

(v) Indebtedness of the Borrower or any Subsidiary incurred to finance the acquisition, construction or improvement of any fixed or capital assets, including Capital Lease Obligations (provided that such Indebtedness is incurred prior to or within 180 days after such acquisition or the completion of such construction or improvement) and any Indebtedness assumed in connection with the acquisition of any such assets or secured by a Lien on any such assets prior to the acquisition thereof, and extensions, renewals, refinancings and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof, provided that the aggregate principal amount of Indebtedness permitted by this clause (v) shall not exceed $5,000,000 at any time outstanding;

(vi) Indebtedness of the Borrower or any Subsidiary in respect of workers' compensation claims, self-insurance obligations, performance bonds, surety, appeal or similar bonds and completion guarantees provided by the Borrower and the Subsidiaries in the ordinary course of their business, provided that upon the incurrence of Indebtedness with respect to reimbursement type obligations regarding workers' compensation claims, such obligations are reimbursed within 30 days following such drawing or incurrence;

(vii) in each case with the consent of the Required Lenders to be given or withheld in their absolute discretion, Indebtedness in respect of a Permitted Receivables Financing, provided that the Net Proceeds resulting from the sale, transfer or other disposition of Receivables in connection with such Permitted Receivables Financing are applied in accordance with Section 2.08(c);

(viii) Indebtedness of the Borrower or any Subsidiary that was Indebtedness of any other Person existing at the time such other Person was merged with or became a Subsidiary, including Indebtedness incurred in connection with, or in contemplation of, such other Person's merging with or becoming a Subsidiary, and extensions, renewals, refinancings and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof or result in an earlier maturity date or decreased weighted

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average life thereof, provided that the aggregate principal amount of Indebtedness permitted under this clause (viii) shall not exceed $5,000,000 at any time outstanding;

(ix) non-interest bearing Indebtedness not for borrowed money, in the nature of customer deposits; and

(x) other unsecured Indebtedness in an aggregate principal amount not exceeding $5,000,000 at any time outstanding, provided that the aggregate principal amount of Indebtedness of the Subsidiaries that are not Subsidiary Loan Parties permitted by this clause (x) shall not exceed $5,000,000 at any time outstanding.

(b) The Borrower will not, and will not permit any Subsidiary to, issue any preferred stock or other preferred Equity Interests, except that (i) the Borrower may issue preferred stock or other preferred Equity Interests of the Borrower that do not require mandatory cash dividends or redemptions and do not provide for any right on the part of the holder to require redemption, repurchase or repayment thereof, in each case prior to the date that is 180 days after the Maturity Date and (ii) the Borrower or any Subsidiary may issue directors' qualifying shares or shares required by applicable law to be held by a Person other than the Borrower or any Subsidiary.

SECTION 6.02. Liens. (a) The Borrower will not, and will not permit any Subsidiary to, create, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by it, or assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof, except:

(i) Liens created under the Loan Documents, the Bank Loan Documentation or the Indenture Documentation;

(ii) Permitted Encumbrances;

(iii) any Lien on any property or asset of the Borrower or any Subsidiary existing on the Effective Date and set forth in Schedule 6.02, provided that (i) such Lien shall not apply to any other property or asset of the Borrower or any Subsidiary and (ii) such Lien shall secure only those obligations that it secures on the Effective Date and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof; any Lien existing on any property or asset prior to the acquisition thereof by the Borrower or any Subsidiary or existing on any property or asset of any Person that becomes a Subsidiary after the Effective Date prior to the time such Person becomes a Subsidiary, provided that (A) such Lien is not created in contemplation of or in connection with such acquisition or such Person becoming a Subsidiary, as the case may be, (B) such Lien shall not apply to any other property or assets of the Borrower or any Subsidiary and (C) such Lien shall secure hose obligations that it secures on the date of such acquisition or the date such Person becomes a Subsidiary, as the case may be and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof;

(iv) Liens on fixed or capital assets acquired, constructed or improved by the Borrower or any Subsidiary, provided that (A) such Liens secure Indebtedness permitted by clause (v) of Section 6.01(a), (B) such security interests and the Indebtedness secured thereby are incurred prior to or within 180 days after such acquisition or the completion of such construction or improvement, (C) the Indebtedness secured thereby does not exceed 100% of the cost of acquiring, constructing or improving such fixed or capital assets and (D) such security interests shall not apply to any other property or assets of the Borrower or any Subsidiary;

(v) sales of Receivables and Related Property (or undivided interests therein) permitted under Section

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6.05(c) and Liens on Receivables of a Receivables Subsidiary granted in connection with any Permitted Receivables Financing;

(vi) Liens arising solely by virtue of any statutory or common law provision relating to banker's liens, rights of setoff or similar rights;

(vii) statutory and common law Liens in favor of a landlord under leases to which Borrower or any Subsidiary is a party;

(viii) Liens to secure obligations under letters of credit issued to support (a) obligations in respect of workers' compensation claims required by applicable law or (b) Environmental Liabilities, such that the aggregate book value of the assets secured by Liens referred to in clauses (viii)(a) and (viii)(b) shall not exceed $6,000,000 at any one time;

(ix) Liens created in connection with extensions, renewals or replacements of any Liens referred to in clauses (i) through (viii) above, provided that the principal amount of the obligation secured thereby is not increased and that any such extension, renewal or replacement is limited to the property originally encumbered thereby; and

(x) sales of Receivables of MEMC Japan Ltd. ("MJL"), a Subsidiary, without recourse, by MJL, to a third party at a market discount rate not to exceed 8% per annum and in an amount such that the aggregate invoice amount of such Receivables sold shall not exceed $40 million at any one time.

SECTION 6.03. Fundamental Changes. (a) The Borrower will not, and will not permit any Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing (i) any Person may merge with the Borrower in a transaction in which the surviving entity is a Person organized or existing under the laws of the United States of America, any State thereof or the District of Columbia and, if such surviving entity is not the Borrower, such Person expressly assumes, in writing, all the obligations of the Borrower, under the Loan Documents (such writing to be in form and substance satisfactory to the Administrative Agent and the Lenders), (ii) any Person may merge with any Subsidiary in a transaction in which the surviving entity is a Subsidiary and, if any party to such merger is a Subsid Loan Party, is a Subsidiary Loan Party and (iii) any Subsidiary (other than a Subsidiary Loan Party) may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders, provided that any such merger involving a Person that is not a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Sections 6.04 and 6.08.

(b)  The Borrower will not, and will not permit any of the Subsidiaries (other than a Receivables Subsidiary) to, engage to any material extent in any business other than businesses of the type conducted by the Borrower and the Subsidiaries on the Effective Date and businesses reasonably related thereto.

(c) No Receivables Subsidiary will engage in any business other than the purchase and sale or other transfer of Receivables (or participation interests therein) in connection with any Permitted Receivables Financing, together with activities directly related thereto.

(d) The Borrower will not permit MEMC International, Inc. to engage in any business or activity other than (i) the ownership of all of the outstanding shares of capital stock of MEMC Korea Company, MEMC Kulim Electronic Materials, Sdn. Bhd. and Taisil Electronic Materials Corporation owned by MEMC International, Inc. on or after the Effective Date (the "Joint Venture Stock") and activities

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incidental thereto, and (ii) miscellaneous payroll and benefits activities relating to certain expatriate employees and certain management employees in foreign locations of the Borrower and its Subsidiaries. MEMC International, Inc. will not own or acquire any assets (other than the Joint Venture Stock) or incur any liabilities (other than liabilities under the Loan Documents or the Bank Loan Documentation, obligations under any stock option plans or other benefit plans for management or employees of the Borrower and its Subsidiaries, obligations under the shareholder or joint venture agreements and re d ancillary agreements with respect to MEMC Korea Company, MEMC Kulim Electronic Materials, Sdn. Bhd. and/or Taisil Electronic Materials Corporation, liabilities imposed by law, including tax liabilities, and other liabilities incidental to its existence and permitted business and activities). The Borrower will not permit MEMC International, Inc. to sell, transfer, lease or otherwise dispose of any or all of the Joint Venture Stock other than the pledge thereof contemplated by the Security Documents, the Bank Loan Documentation or the Indenture Documentation.

SECTION 6.04. Investments, Loans, Advances, Guarantees and Acquisitions. The Borrower will not, and will not permit any of the Subsidiaries to, purchase, hold or acquire (including pursuant to any merger with any Person that was not a wholly owned Subsidiary prior to such merger) any Equity Interests in or evidences of indebtedness or other securities (including any option, warrant or other right to acquire any of the foregoing) of, make or permit to exist any loans or advances to, Guarantee any obligations of, or make or permit to exist any investment or any other interest in, any other Person, or purchase or otherwise acquire (in one transaction or a series of transactions) any assets of any other Person constituting a business unit, except:

(a) Permitted Investments;

(b) investments and guarantees of Indebtedness of Foreign Subsidiaries existing on the Effective Date hereof and set forth on Schedule 6.04;

(c) investments by the Borrower and the Subsidiary Loan Parties in Equity Interests in their respective Subsidiaries that are Loan Parties and investments by Subsidiaries that are not Subsidiary Loan Parties in Equity Interests in their respective Subsidiaries, provided that any such Equity Interests held by a Loan Party shall be pledged pursuant to the Pledge Agreement (subject to the limitations applicable to voting stock of a Foreign Subsidiary referred to in the definition of the term "Collateral and Guarantee Requirement");

(d) loans or advances made by the Borrower to any Subsidiary and made by any Subsidiary to the Borrower or any other Subsidiary, provided that any such loans and advances made by a Loan Party shall be evidenced by a promissory note pledged pursuant to the Pledge Agreement;

(e) Guarantees constituting Indebtedness permitted by Section 6.01 of Indebtedness of the Borrower or any Subsidiary Loan Party;

(f) investments received in connection with the bankruptcy or reorganization of, or settlement of delinquent accounts and disputes with, customers and suppliers, in each case in the ordinary course of business;

(g) Permitted Acquisitions, provided that the sum of all consideration paid or otherwise delivered in connection with Permitted Acquisitions (including the principal amount of any Indebtedness issued as deferred purchase price and the fair market value of any other non-cash consideration) plus the aggregate principal amount of all Indebtedness otherwise incurred or assumed in connection with, or resulting from, Permitted Acquisitions (including Indebtedness of any acquired Persons outstanding at the time of the applicable Permitted Acquisition) shall not exceed, on a cumulative basis subsequent to

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the Effective Date, $5,000,000;

(h) any investments in or loans to any other Person received as noncash consideration for sales, transfers, leases and other dispositions permitted by Section 6.05;

(i) Guarantees by the Borrower and the Subsidiaries of leases entered into by any Subsidiary as lessee;

(j) extensions of credit in the nature of accounts receivable or notes receivable in the ordinary course of business;

(k) investments in payroll, travel and similar advances to cover matters that are expected at the time of such advances ultimately to be treated as expenses for accounting purposes and that are made in the ordinary course of business;

(l) loans or advances to employees made in the ordinary course of business consistent with prudent business practice and not exceeding $500,000 in the aggregate outstanding at any one time;

(m) investments in or acquisitions of stock, obligations or securities received in settlement of debts created in the ordinary course of business and owing to the Borrower or any Subsidiary or in satisfaction of judgments;

(n) investments in the form of Hedging Agreements permitted under Section 6.07;

(o) investments by the Borrower or any Subsidiary in (i) the capital stock of a Receivables Subsidiary and (ii) other interests in a Receivables Subsidiary, in each case to the extent determined by the Borrower in its judgment to be reasonably necessary in connection with or required by the terms of the Permitted Receivables Financing;

(p) investments, loans, advances, guarantees and acquisitions resulting from a foreclosure by the Borrower or any Subsidiary with respect to any secured investment or other transfer of title with respect to any secured investment in default;

(q) investments, loans, advances, guarantees and acquisitions the consideration for which consists solely of shares of common stock of the Borrower;

(r) investments in prepaid expenses, negotiable instruments held for collection and lease, utility, workers' compensation, performance and other similar deposits in the ordinary course of business;

(s) other investments in an aggregate amount not to exceed $2,500,000 at any time outstanding; and

(t) Guarantees by the Borrower through no later than September 30, 2016 of up to $2,700,000 of amounts which may be due by the Borrower's Subsidiary, MEMC Southwest Inc. ("MEMC SW"), to its vendor, Air Liquide America Corporation ("Air Liquide"), in the event of an early termination of (i) the Agreement for the On-Site Supply, Processing, and Operational Management of Ultra-High Purity Chemicals, Gases and Equipment dated December 2, 1996 between MEMC SW and Air Liquide, as the same shall be amended or modified from time to time, and/or (ii) the On-Site Nitrogen Supply Agreement dated as of October 1, 1996 between MEMC SW and Air Liquide, as the same shall be amended or modified from time to time.

SECTION 6305. Asset Sales. The Borrower will not, and will not permit any of the Subsidiaries to, sell, transfer, lease or otherwise dispose of any asset, including any Equity Interest owned by it, nor will the Borrower permit any of the Subsidiaries to issue any additional Equity Interest in such Subsidiary,

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except:

(a) sales of inventory, used or surplus equipment and Permitted Investments in the ordinary course of business and the periodic clearance of aged inventory;

(b) sales, transfers and dispositions to the Borrower or a Subsidiary, provided that any such sales, transfers or dispositions involving a Subsidiary that is not a Loan Party shall be made in compliance with Section 6.09;

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(c) the Borrower and the Subsidiaries may sell, without recourse (other than Standard Securitization Undertakings and retained interests), Receivables to a Receivables Subsidiary, and any Receivables Subsidiary may sell Receivables and Related Property or an undivided interest therein to any other Person, pursuant to any Permitted Receivables Financing, and convert or exchange Receivables and Related Property into or for notes receivable in connection with the compromise or collection thereof;

(d) sales, transfers and other dispositions of assets (other than Equity Interests in a Subsidiary) that are not permitted by any other clause of this Section 6.05, provided that the aggregate fair market value of all assets sold, transferred or otherwise disposed of in reliance upon this clause (d) shall not exceed $3,000,000 during any fiscal year of the Borrower; provided that all sales, transfers, leases and other dispositions permitted hereby (other than those permitted by clause (b) above) shall be made for fair value and for consideration of at least 80% cash or cash equivalents; and

(e) sales of Receivables of MJL as described in Section 6.02(a)(x) hereof.

SECTION 6.06. Sale and Leaseback Transactions. The Borrower will not, and will not permit any of the Subsidiaries to, enter into any arrangement, directly or indirectly, whereby it shall sell or transfer any property, real or personal, used or useful in its business, whether now owned or hereafter acquired, and thereafter rent or lease such property or other property that it intends to use for substantially the same purpose or purposes as the property sold or transferred, except for any such sale of any fixed or capital assets that is made for cash consideration in an amount not less than the cost of such fixed or capital asset and is consummated within 180 days after the Borrower or such Subsidiary acquires or completes the construction of such fixed or capital asset.

SECTION 6.07. Hedging Agreements. The Borrower will not, and will not permit any of the Subsidiaries to, enter into any Hedging Agreement, other than Hedging Agreements entered into in the ordinary course of business to hedge or mitigate risks to which the Borrower or any Subsidiary is exposed in the conduct of its business or the management of its liabilities.

SECTION 6.08. Restricted Payments; Certain Payments of Indebtedness. (a) The Borrower will not, and will not permit any Subsidiary to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, except that (i) the Borrower may declare and pay dividends with respect to its capital stock payable solely in additional shares of its capital stock, (ii) Subsidiaries may declare and pay dividends ratably with respect to their capital stock and (iii) the Borrower may make Restricted Payments, not exceeding $200,000 during any fiscal year, pursuant to and in accordance with stock option plans or other benefit plans for directors, management or employees of the Borrower and the Subsidiaries, including the redemption or purchase of capital stock of the Borrower held by former directors, management or employees of the Borrower or any Subsidiary following termination of their employment.

(b) The Borrower will not, and will not permit any Subsidiary to, make or agree to pay or make, directly or indirectly, any payment or other distribution (whether in cash, securities or other property) of or in respect of principal of or interest on any Indebtedness, or any payment or other distribution (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any Indebtedness, except:

(i) payment of Indebtedness created under the Loan Documents or the Bank Loan Documentation;

(ii) payment of regularly scheduled interest and principal payments as and when due in respect of any Indebtedness permitted under the Loan Documents or the Bank Loan Documentation;

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(iii) refinancings of Indebtedness to the extent such Indebtedness is permitted by Section 6.01;

(iv) payment of secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness; and

(v) payments in respect of any Permitted Receivables Financing.

SECTION 6.09. Transactions with Affiliates. The Borrower will not, and will not permit any Subsidiary to, sell, lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with, any of its Affiliates, except (a) transactions that are at prices and on terms and conditions not less favorable to the Borrower or such Subsidiary than could be obtained on an arm's-length basis from unrelated third parties, (b) transactions between or among the Borrower and the Subsidiary Loan Parties not involving any other Affiliate, (c) to pay management, consulting and advisory fees to TPG or its Affiliates pursuant to any financial advisory, financing, underwriting or placement agreement or in respect of other investment banking activities, including in connection with acquisitions or divestitures, (d) payments of fees and expenses to the Agents and the Lenders in connection with the Loan Trans ons, (e) any issuance of securities, or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment arrangements, stock options and stock ownership plans approved by the Board of Directors, (f) the grant of stock options or similar rights to officers, employees, consultants and directors of the Borrower pursuant to plans approved by the Board of Directors and the payment of amounts or the issuance of securities pursuant thereto, (g) loans or advances to employees in the ordinary course of business consistent with prudent business practice, but in any event not to exceed $500,000 in the aggregate outstanding at any one time, and (h) any Restricted Payment permitted by Section 6.08.

SECTION 6.10. Restrictive Agreements. The Borrower will not, and will not permit any Subsidiary to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower or any Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any shares of its capital stock or to make or repay loans or advances to the Borrower or any other Subsidiary or to Guarantee Indebtedness of the Borrower or any other Subsidiary, provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law or by any Loan Document, Bank Loan Documentation, the Italian Credit Agreement, the Italian Guaranty and Indenture Documentation, (ii) the foregoing shall not apply to restrictions and conditions existing on the Effective Date identified on Schedul 10 (but shall apply to any extension or renewal of, or any amendment or modification if it expands the scope of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (iv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness, (v) clause (a) of the foregoing shall not apply to customary provisions in leases, technology licenses, confidentiality agreements and other contracts or agreements restricting the assignment thereof and (vi) the foregoing shall not apply to restrictions or conditions imposed on a Receivables Subsidiary in connectio n with a Permitted Receivables Financing.

SECTION 6.11. Amendment of Material Documents. (a) The Borrower will not, and will not permit any Subsidiary to, amend, modify or waive any of its rights under its certificate of incorporation, by-laws or other organizational documents or the Notes, the Bank Loan Documentation, the Indenture Documentation, the Warrants or the Warrant Certificate, to the extent that such amendment, modification or waiver would be materially adverse to the Lenders.31 of 69

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(b) The Borrower will not, and will not permit any Subsidiary to, amend, modify or waive any of its rights under any Permitted Receivables Financing to the extent that such amendment, modification or waiver would be adverse to the Lenders.

SECTION 6.12. Minimum Quarterly Consolidated EBITDA. The Borrower will not permit Consolidated EBITDA for any fiscal quarter to be less than the amount set forth opposite such fiscal quarter:

QUARTER	MINIMUM AMOUNT
Fourth Quarter of 2002	$8.0 million
First Quarter of 2003	$10.0 million
Second Quarter of 2003	$16.0 million
Third Quarter of 2003	$19.0 million
Fourth Quarter of 2003	$25.0 million
First Quarter of 2004	$27.0 million
Second Quarter of 2004	$30.0 million
Third Quarter of 2004	$33.0 million
Fourth Quarter of 2004	$35.0 million
First Quarter of 2005	$37.0 million
Second Quarter of 2005	$40.0 million
Third Quarter of 2005	$42.0 million
Fourth Quarter of 2005	$44.0 million
First Quarter of 2006	$46.0 million
Second Quarter of 2006	$48.0 million
Third Quarter of 2006	$50.0 million
Fourth Quarter of 2006	$52.0 million
First Quarter of 2007	$54.0 million
Second Quarter of 2007	$56.0 million
Third Quarter of 2007	$58.0 million
Fourth Quarter of 2007	$60.0 million

 SECTION 6.13. Minimum Monthly Consolidated Backlog. The Borrower will not permit Consolidated Backlog for any month to be less than the amount set forth opposite such month. Consolidated Backlog for any month shall, for the purposes of this Section 6.13, equal the arithmetic mean of the Consolidated Backlog for such month measured as of the close of business on each of the first five (5) Business Days in such month:

MONTH	MINIMUM AMOUNT
December 2002	38.0 million square inches
January 2003	49.0 million square inches
February 2003	49.0 million square inches
March 2003	49.0 million square inches

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April 2003	51.0 million square inches
May 2003	51.0 million square inches
June 2003	51.0 million square inches
July 2003	51.0 million square inches
August 2003	51.0 million square inches
September 2003	51.0 million square inches
October 2003	53.0 million square inches
November 2003	53.0 million square inches
December 2003	53.0 million square inches
January 2004	58.0 million square inches
February 2004	58.0 million square inches
March 2004	58.0 million square inches
April 2004	60.0 million square inches
May 2004	60.0 million square inches
June 2004	60.0 million square inches
July 2004	60.0 million square inches
August 2004	60.0 million square inches
September 2004	60.0 million square inches
October 2004	63.0 million square inches
November 2004	63.0 million square inches
December 2004	63.0 million square inches
January 2005	68.0 million square inches
February 2005	68.0 million square inches
March 2005	68.0 million square inches
April 2005	71.0 million square inches
May 2005	71.0 million square inches
June 2005	71.0 million square inches
July 2005	71.0 million square inches
August 2005	71.0 million square inches
September 2005	71.0 million square inches
October 2005	74.0 million square inches
November 2005	74.0 million square inches
December 2005	74.0 million square inches
January 2006	74.0 million square inches
February 2006	74.0 million square inches
March 2006	74.0 million square inches
April 2006	77.0 million square inches
May 2006	77.0 million square inches
June 2006	77.0 million square inches

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July 2006		77.0 million square inches
August 2006		77.0 million square inches
September 2006		77.0 million square inches
October 2006		81.0 million square inches
November 2006	81.0 million square inches
December 2006	81.0 million square inches
January 2007	83.0 million square inches
February 2007	83.0 million square inches
March 2007	83.0 million square inches
April 2007	86.0 million square inches
May 2007	86.0 million square inches
June 2007	86.0 million square inches
July 2007	89.0 million square inches
August 2007	89.0 million square inches
September 2007	89.0 million square inches
October 2007	92.0 million square inches
November 2007	92.0 million square inches
December 2007	92.0 million square inches

 SECTION 6.14. Minimum Monthly Consolidated Revenue. The Borrower will not permit Consolidated Revenue for any month to be less than the amount set forth opposite such month:

MONTH	MINIMUM AMOUNT
December 2002	$48.0 million
January 2003	$52.0 million
February 2003	$52.0 million
March 2003	$52.0 million
April 2003	$54.0 million
May 2003	$54.0 million
June 2003	$54.0 million
July 2003	$55.0 million
August 2003	$55.0 million
September 2003	$55.0 million
October 2003	$56.0 million
November 2003	$56.0 million
December 2003	$56.0 million
January 2004	$61.0 million
February 2004	$61.0 million
March 2004	$61.0 million
April 2004	$63.0 million

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May 2004	$63.0 million
June 2004	$63.0 million
July 2004	$65.0 million
August 2004	$65.0 million
September 2004	$65.0 million
October 2004	$67.0 million
November 2004	$67.0 million
December 2004	$67.0 million
January 2005	$70.0 million
February 2005	$70.0 million
March 2005	$70.0 million
April 2005	$72.0 million
May 2005	$72.0 million
June 2005	$72.0 million
July 2005	$74.0 million
August 2005	$74.0 million
September 2005	$74.0 million
October 2005	$76.0 million
November 2005	$76.0 million
December 2005	$76.0 million
January 2006	$78.0 million
February 2006	$78.0 million
March 2006	$78.0 million
April 2006	$80.0 million
May 2006	$80.0 million
June 2006	$80.0 million
July 2006	$82.0 million
August 2006	$82.0 million
September 2006	$82.0 million
October 2006	$84.0 million
November 2006	$84.0 million
December 2006	$84.0 million
January 2007	$86.0 million
February 2007	$86.0 million
March 2007	$86.0 million
April 2007	$88.0 million
May 2007	$88.0 million
June 2007	$88.0 million
July 2007	$90.0 million

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August 2007	$90.0 million
September 2007	$90.0 million
October 2007	$92.0 million
November 2007	$92.0 million
December 2007	$92.0 million

 SECTION 6.15. Capital Expenditures. The Borrower and its Subsidiaries shall not incur or make Capital Expenditures in an amount exceeding $45,000,000 during fiscal year 2002, $50,000,000 during fiscal year 2003, $55,000,000 during fiscal year 2004, $55,000,000 during fiscal year 2005, $55,000,000 during fiscal year 2006 and $55,000,000 during fiscal year 2007.

ARTICLE VII

Events of Default

If any of the following events ("Events of Default") shall occur:

(a) the Borrower shall fail to pay any principal of any Loan when and as the same shall become due and payable, whether at the due date thereof or at a date fixed for prepayment thereof or otherwise;

(b) the Borrower shall fail to pay any interest on any Loan or any fee or any other amount (other than an amount referred to in clause (a) of this Article) payable under this Agreement or any other Loan Document, when and as the same shall become due and payable, and such failure shall continue unremedied for a period of three days;

(c) any representation or warranty made or deemed made by or on behalf of the Borrower or any Subsidiary in or in connection with any Loan Document or any amendment or modification thereof or waiver thereunder, or in any certificate or other document furnished pursuant to or in connection with any Loan Document or any amendment or modification thereof or waiver thereunder, shall prove to have been incorrect in any material respect when made or deemed made;

(d) the Borrower shall fail to observe or perform any covenant, condition or agreement contained in Section 5.02, 5.04 (with respect to the existence of the Borrower) or 5.11 or in Article VI;

(e) any Loan Party shall fail to observe or perform any covenant, condition or agreement contained in any Loan Document (other than those specified in clause (a), (b) or (d) of this Article), and such failure shall continue unremedied for a period of 30 days after notice thereof from the Administrative Agent to the Borrower (which notice will be given at the request of any Lender);

(f) the Borrower or any Subsidiary shall fail to make any payment (whether of principal or interest and regardless of amount) in respect of any Material Indebtedness, when and as the same shall become due and payable after giving effect to any applicable grace period with respect thereto;

(g) any event or condition occurs that results in any Material Indebtedness becoming due prior to its scheduled maturity or that enables or permits the holder or holders of any Material Indebtedness or any trustee or agent on its or their behalf to cause any Material Indebtedness to become due, or to require the prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled maturity, provided that this clause (g) shall not apply to secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness;

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(h) an involuntary proceeding shall be commenced or an involuntary petition shall be filed seeking (i) liquidation, reorganization or other relief in respect of the Borrower or any Subsidiary or its debts, or of a substantial part of its assets, under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect or (ii) the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for the Borrower or any Subsidiary or for a substantial part of its assets, and, in any such case, such proceeding or petition shall continue undismissed for 45 days or an order or decree approving or ordering any of the foregoing shall be entered;

(i) the Borrower or any Subsidiary shall (i) voluntarily commence any proceeding or file any petition seeking liquidation, reorganization or other relief under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect, (ii) consent to the institution of, or fail to contest in a timely and appropriate manner, any proceeding or petition described in clause (h) of this Article, (iii) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for the Borrower or any Subsidiary or for a substantial part of its assets, (iv) file an answer admitting the material allegations of a petition filed against it in any such proceeding, (v) make a general assignment for the benefit of creditors or (vi) take any action for the purpose of effecting any of the foregoing;

(j) the Borrower or any Subsidiary shall become unable, admit in writing its inability or fail generally to pay its debts as they become due;

(k) one or more judgments for the payment of money in an aggregate amount in excess of $2,500,000 (net of amounts covered by insurance as to which the insurer has admitted liability in writing) shall be rendered against the Borrower, any Subsidiary or any combination thereof and the same shall remain undischarged for a period of 30 consecutive days during which execution shall not be effectively stayed, or any action shall be legally taken by a judgment creditor to attach or levy upon any assets of the Borrower or any Subsidiary to enforce any such judgment;

(l) an ERISA Event shall have occurred that, in the opinion of the Required Lenders, when taken together with all other ERISA Events that have occurred, could reasonably be expected to result in a Material Adverse Effect;

(m) any Lien purported to be created under any Security Document shall cease to be, or shall be asserted by any Loan Party not to be, a valid and perfected Lien on Collateral having, in the aggregate, a value in excess of $500,000, with the priority required by the applicable Security Document, except (i) as a result of the sale or other disposition of the applicable Collateral in a transaction permitted under the Loan Documents or the Bank Loan Documentation, (ii) any action taken by the Collateral Agent to release any such Lien in compliance with the provisions of this Agreement or any other Loan Document or (iii) as a result of the Collateral Agent's failure to maintain possession of any stock certificates, promissory notes or other instruments delivered to it under the Pledge Agreement;

(n) any default or other event shall have occurred under any document governing any Permitted Receivables Financing if the effect of such default or other event is to cause the termination of such Permitted Receivables Financing;

(o) the Administrative Agent shall have been notified by the Fund Guarantors that there exists an "Event of Default" (as defined in the Reimbursement Agreement) under the Reimbursement Agreement;

(p) the Guarantee of any Subsidiary Loan Party under the Guarantee Agreement shall cease to be, or shall be asserted by any Loan Party not to be, fully valid, binding and enforceable against such

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Subsidiary Loan Party, except in the event a Guarantor (as defined in the Guarantee Agreement) ceases to be a Subsidiary as described in Section 3.04 of the Guarantee Agreement; or

(q) a Change in Control shall occur;

then, and in every such event (other than an event with respect to the Borrower described in clause (h) or (i) of this Article), and at any time thereafter during the continuance of such event, the Administrative Agent may, and at the request of the Required Lenders shall, by notice to the Borrower, take either or both of the following actions, at the same or different times: (i) terminate the Commitments, and thereupon the Commitments shall terminate immediately, and (ii) declare the Loans then outstanding to be due and payable in whole (or in part, in which case any principal not so declared to be due and payable may thereafter be declared to be due and payable), and thereupon the principal of the Loans so declared to be due and payable, together with accrued interest thereon and all fees and other obligations of the Borrower accrued hereunder, shall become due and payable immediately, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower; and i n case of any event with respect to the Borrower described in clause (h) or (i) of this Article, the Commitments shall automatically terminate and the principal of the Loans then outstanding, together with accrued interest thereon and all fees and other obligations of the Borrower accrued hereunder, shall automatically become due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower.

ARTICLE VIII

The Agents

Each of the Lenders hereby irrevocably appoints each of the Agents as its agent and authorizes each Agent to take such actions on its behalf and to exercise such powers as are delegated to such Agent by the terms of the Loan Documents, together with such actions and powers as are reasonably incidental thereto, and each Lender hereby authorizes the Agents to enter into the Loan Documents (other than this Agreement) on its behalf.

In the event that any Agent becomes a lender hereunder, such Agent shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not an Agent, and such Agent and its Affiliates may accept deposits from, lend money to and generally engage in any kind of banking, trust or other business with the Borrower or any Subsidiary or other Affiliate thereof as if it were not an Agent hereunder and may accept fees and other consideration from the Borrower for services in connection with the Loan Documents or otherwise without having to account for the same to the Lenders.

Neither Agent shall have any duties or obligations except those expressly set forth in the Loan Documents. Without limiting the generality of the foregoing, (a) neither Agent shall be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) neither Agent shall have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by the Loan Documents that such Agent is required to exercise in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 11.02), and (c) except as expressly set forth in the Loan Documents, neither Agent shall have any duty to disclose, nor be liable for the failure to disclose, any information relating to the Borrower or any of the Subsidiaries that is communicated to or obtained by either of the Agents or any of their Affiliates in any capacit Neither Agent shall be liable for any action taken or not taken by it with the consent or at the request of the

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Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 11.02) or otherwise in the absence of its own gross negligence or willful misconduct as determined in a final judgement by a court of competent jurisdiction. Neither Agent shall be deemed to have knowledge of any Default unless and until written notice thereof is given to such Agent by the Borrower or a Lender, and neither Agent shall be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with any Loan Document, (ii) the contents of any certificate, report or other document delivered thereunder or in connection therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth in any Loan Document, (iv) the validity, enforceabili ty, effectiveness or genuineness of any Loan Document or any other agreement, instrument or document, or the validity, perfection, or priority of any Lien created by any of the Security Documents, or (v) the satisfaction of any condition set forth in Article IV or elsewhere in any Loan Document, other than to confirm receipt of items expressly required to be delivered to such Agent.

Each Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing believed by it to be genuine and to have been signed or sent by the proper Person. Each Agent also may rely upon any statement made to it orally or by telephone and believed by it to be made by the proper Person, and shall not incur any liability for relying thereon. Each Agent may consult with legal counsel (who may be counsel for the Borrower), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts.

Each Agent may perform any of and all its duties and exercise its rights and powers by or through any one or more sub-agents or attorneys-in-fact appointed by such Agent. Each Agent and any such sub-agent or attorney-in-fact may perform any and all its duties and exercise its rights and powers through their respective Related Parties. The exculpatory provisions of the preceding paragraphs shall apply to any such sub-agent or attorney-in-fact and to the Related Parties of each such Agent and any such sub-agent or attorney-in-fact, and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as an Agent.

Subject to the appointment and acceptance of a successor Agent as provided in this paragraph, either Agent may resign at any time by notifying the Lenders and the Borrower and either Agent may be removed at any time with or without cause by the Required Lenders. Upon any such resignation, the Required Lenders shall have the right, in consultation with the Borrower, to appoint a successor. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent that shall be a bank with an office in New York, New York, or an Affiliate of any such bank. Upon the acceptance of its appointment as Agent by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations he under. The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After an Agent's resignation, the provisions of this Article and Section 11.03 shall continue in effect for the benefit of such retiring Agent, its sub-agents and attorneys-in-fact and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while it was acting as Agent.

Each Lender acknowledges that it has, independently and without reliance upon either Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender also acknowledges that it will, independently and without reliance upon either Agent or any other Lender and based on such documents

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and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or related agreement or any document furnished hereunder or thereunder.

Except for action expressly required of either of the Agents by the Loan Documents, each Agent shall in all cases be fully justified in failing or refusing to act under the Loan Documents unless it shall receive further assurances to its satisfaction from the Lenders of their indemnification obligations under Section 11.03(c) hereof in respect of such action.

Without limiting the foregoing, neither of the Agents shall have any liability or responsibility with respect to the sufficiency and satisfaction of the conditions precedent set forth in Sections 4.01 or 4.02 hereof and shall not be required to, and shall not, take any action to enforce any of its or the Lenders' rights under, nor waive or amend any provision of, this Agreement or any of the other Loan Documents or any collateral, nor give any notice or make any request or demand or filing thereunder, except in each instance as and to the extent instructed to do so by the Required Lenders, and neither of the Agents shall have any liability for failure to take any action in the absence of such instructions, provided that each Agent will promptly send to the Lenders and the other Agent a copy of each notice, request or other document delivered to such Agent pursuant to the terms of this Agreement and other Loan Documents and will take such actions contemplated by the Loan Documents as the Required Len rs may reasonably instruct, except that nothing herein or in any other Loan Document shall require any Agent to take any action that in the reasonable opinion of such Agent would be contrary to the terms of this Agreement or applicable law or subject such Agent to personal liability.

ARTICLE IX

Management Rights for Fund Lenders

SECTION 9.01. Management Rights.

(a) Borrower hereby agrees to confer upon each Fund Lender certain management rights so that the Loans may qualify as a "venture capital investment" within the meaning of Section 2510.3-101(d)(3)(i) of the Plan Asset Regulations. To the extent necessary, the Borrower shall amend its Certificate of Incorporation and By-laws to conform to the provisions of this Section 9.01. Therefore, each Fund Lender shall have the following rights and entitlements.

(i) Each Fund Lender shall be entitled, from time to time, to make proposals, recommendations and suggestions to the Board of Directors relating to the business and affairs of Borrower and its Subsidiaries. The Board of Directors shall consider in good faith all proposals, recommendations and suggestions made by each Fund Lender pursuant to the foregoing sentence; provided, however, that nothing in this Section 9.01 shall obligate, or be deemed to obligate, the Board of Directors to adopt or implement any proposal, recommendation or suggestion made by or on behalf of such Fund Lender.

(ii) Borrower shall permit each Fund Lender, at all reasonable times and at each Fund Lender's expense, to discuss the business and affairs of Borrower and its Subsidiaries with the Board of Directors and its officers and independent accountants (or their equivalents); provided, in all cases, that:

(A) Such Fund Lender shall give at least two (2) Business Days prior written notice to an officer of Borrower identifying all Person(s) with whom such Fund Lender wishes to have discussions and specifying in reasonable detail the nature of the information sought from such Person(s) and the purpose(s) for which such Fund Lender wishes to obtain such information;

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(B) During any discussion or at any meeting between such Fund Lender and such Person(s), such Fund Lender shall not inquire into matters not specified in such notice; and

(C) Borrower shall have the right to have a representative, in addition to the Person(s) being made available, present during any such discussion or meeting.

(iii) Borrower shall permit each Fund Lender, at all reasonable times and at such Fund Lender's expense, to examine such books, records, documents and other written information in the possession of Borrower relating to the affairs of Borrower and its Subsidiaries as such Fund Lender may reasonably request; provided, in all cases, that such Fund Lender shall give at least two (2) Business Days prior written notice to Borrower describing in reasonable detail the books, records, documents and other written information which such Fund Lender wishes to examine and specifying the purpose(s) for which such Fund Lender wishes to make such examination.

(iv) Borrower shall permit each Fund Lender, at all reasonable times and at such Fund Lender's expense, to visit and inspect the properties of Borrower and its Subsidiaries; provided, in all cases, that such Fund Lender shall give at least two (2) Business Days prior written notice to Borrower describing in reasonable detail the properties which such Fund Lender wishes to inspect and specifying the purpose(s) for which such Fund Lender wishes to make such inspection.

(v) Borrower shall inform each Fund Lender in advance with respect to any significant corporate actions, including, without limitation, extraordinary dividends or distributions, mergers, acquisitions or dispositions of assets, issuances of significant amounts of debt or equity and material amendments to the Certificate of Incorporation or By-laws (or their equivalents) with respect to Borrower or its Subsidiaries, and provide such Fund Lender with the opportunity to consult with Borrower with respect to such actions.

(vi) Each Fund Lender shall have the right to have a representative present at all meetings of the Board of Directors and, if so requested, to receive timely copies of all materials or notices distributed to members of the Board of Directors in connection therewith.

(b) Each Fund Lender hereby agrees that it will not request or otherwise seek to obtain any information pursuant to the foregoing provisions, and will not use (or permit to be used) any information obtained pursuant to the foregoing provisions, except for lawful purposes relating solely to each Fund Lender's interest as a Lender. Without limitation of the foregoing, each Fund Lender hereby agrees that it will not use (or permit to be used) any information obtained in connection with the foregoing provisions in any manner which is unlawful or is adverse or detrimental to Borrower. As a condition to exercising their examination and inspection rights under this Section 9.01, each Fund Lender shall be required to comply with Borrower's contractual and legal obligations in respect of confidential information and Borrower's normal requirements regarding health, safety, security and operational matters.

SECTION 9.02. Termination; Transfer.

(a) Anything in this Agreement or elsewhere to the contrary notwithstanding, all of Borrower's obligations under this Article IX shall automatically terminate with respect to any Fund Lender if (i) such Fund Lender shall fail for any reason to perform or observe in any material respect the agreement on its part to be performed or observed under Section 9.01(b), and (ii) such failure (if capable of being remedied) shall not be remedied within fifteen (15) Business Days after the date on which written notice thereof shall have been given to such Fund Lender by Borrower.

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(b) In the event a Fund Lender transfers all or any portion of its investment in Borrower to an affiliated entity that is intended to qualify as a venture capital operating company under the Plan Asset Regulations, such transferee shall be afforded the same rights afforded to such Fund Lender hereunder and shall be treated, for such purposes, as a third party beneficiary hereunder.

ARTICLE X

SUBORDINATION

SECTION 10.01. Agreement to Subordinate. The Borrower and the Lenders agree that the Indebtedness of any Loan Party evidenced by the Loan Documents, including indebtedness evidenced by any promissory note issued pursuant to this Agreement (the "Subordinated Indebtedness"), shall be subordinated in right of payment, to the extent and in the manner provided in this Article X, to the prior payment in full of the Bank Revolver Obligations and that such subordination is for the benefit of, and enforceable by, the Bank Lenders and the Fund Guarantors under the Bank Loan Documentation. The Subordinated Indebtedness shall in all respects rank pari passu with all existing and future Indebtedness of the Borrower and senior to such Indebtedness of the Borrower that is, by its terms, expressly subordinated to such other Indebtedness of the Borrower; and only the Indebtedness comprising the Bank Revolver Obligations shall rank senior to the Subordinated Indebt ss in accordance with the provisions set forth herein.

SECTION 10.02. Liquidation, Dissolution, Bankruptcy. Upon any payment or distribution of the assets of the Borrower to its creditors upon a total or partial liquidation or in a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to the Borrower or its property:

(a) the Bank Lenders and the Fund Guarantors shall be entitled to receive payment in full of the Bank Revolver Obligations before the Lenders shall be entitled to receive any payment of principal of or interest due on the Loans made hereunder; and

(b) until the Bank Revolver Obligations are paid in full, any payment or distribution to which the Lenders would be entitled but for this Article X shall be made to the Bank Lenders and the Fund Guarantors as payment of the Bank Revolver Obligations as their interests may appear, except that Lenders may receive shares of stock and any debt securities that are subordinated to such Bank Revolver Obligations to at least the same extent as this Agreement.

SECTION 10.03. Default on Bank Revolver Obligations. a) The Borrower may not pay the principal of, premium (if any) or interest on the Loans if (i) any amount is not paid when due under the Bank Loan Documentation or (ii) any other default under such Bank Loan Documentation occurs and the maturity of the Bank Revolver Obligations is accelerated in accordance with the relevant terms of the Bank Loan Documentation unless, in either case, (A) the default or non-payment has been cured or waived and any such acceleration has been rescinded or (B) the Bank Revolver Obligations have been paid in full; provided, however, that the Borrower may pay the principal of, premium (if any) or interest on the Loans without regard to the foregoing if the Borrower and the Administrative Agent receive written notice approving such payment from the Bank Lenders, the Fund Guarantors or the Representative of such Bank Lenders or Fund Guarantors.

(b) During the continuance of any default (other than a default described in clause (i) or (ii) of part (a) of this Section 10.03) under any Bank Loan Documentation pursuant to which the maturity of any Bank Revolver Obligations may be accelerated immediately without further notice (except such notice as may be required to effect such acceleration) or the expiration of any applicable grace periods, the Borrower

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may not pay the principal of, premium (if any) or interest on the Loans for a period (a "Payment Blockage Period") commencing upon the receipt by the Administrative Agent (with a copy to the Borrower) of written notice (an "Investor Blockage Notice") of such default from any Representative of the Bank Lenders or the Fund Guarantors specifying an election to effect a Payment Blockage Period and ending 179 days thereafter (or earlier if such Payment Blockage Period is terminated (i) by written notice to the Administrative Agent and the Borrower from such a Represent e, (ii) by repayment in full of the Bank Revolver Obligations created by such Bank Loan Documentation or (iii) because no default with respect to such Bank Revolver Obligations is continuing). Notwithstanding the provisions described in the immediately preceding sentence (but subject to the provisions contained in the first sentence of clause (a) of this Section 10.03), the Borrower may resume payments of the principal of, premium (if any) or interest on the Loans after the end of such Payment Blockage Period, unless the Bank Lenders, the Fund Guarantors or a Representative of such Bank Lenders or Fund Guarantors shall have accelerated the maturity of the Bank Revolver Obligations, and the Bank Revolver Obligations have not been repaid in full.

(c) Not more than one Investor Blockage Notice may be given in any period of 360 consecutive days, irrespective of the number of defaults during such period. For purposes of this Section 10.03, no default or event of default that existed or was continuing on the date of the commencement of any Payment Blockage Period shall be, or be made, the basis of the commencement of a subsequent Payment Blockage Period, whether or not within a period of 360 consecutive days, unless such default or event of default shall have been cured or waived for a period of not less than 90 consecutive days.

SECTION 10.04. Acceleration of Payment of Loans. If payment of the Loans is accelerated because of an Event of Default, the Administrative Agent shall promptly notify the Bank Lenders and the Fund Guarantors (or the Representatives of such Bank Lenders and Fund Guarantors) of the acceleration. If any Bank Revolver Obligations are outstanding, the Borrower may not pay the principal of, premium (if any) or interest on the Loans until five (5) Business Days after such Bank Lenders and Fund Guarantors receive (or the Representatives of such Bank Lenders and Fund Guarantors receive) notice of such acceleration and thereafter only at such time as this Article X otherwise permits payment.

SECTION 10.05. When Distribution Must Be Paid Over. If a payment or distribution is made to the Lenders in violation of this Article X, any Lender who receives such a payment or distribution shall hold it in trust for the Bank Lenders and the Fund Guarantors and pay the full amount of such payment or distribution over to such Bank Lenders and Fund Guarantors as their interests may appear.

SECTION 10.06. Subrogation. After all Bank Revolver Obligations are paid in full and for so long as any Loan remains outstanding, the Lenders shall be subrogated to the rights of the Bank Lenders and the Fund Guarantors to receive any payments or distributions applicable to the Bank Revolver Obligations. A distribution or payment made under Section 10.05 to the Bank Lenders or Fund Guarantors which otherwise would have been payable to the Lenders is not, as between the Borrower and the Lenders, a payment by the Borrower applicable to the Bank Revolver Obligations.

SECTION 10.07. Relative Rights. This Article X defines the relative rights between (i) the Lenders hereunder, on the one hand, and (ii) the Bank Lenders and the Fund Guarantors, on the other hand. Nothing in this Agreement shall:

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(a) impair, as between the Borrower and the Lenders, the obligation of the Borrower, which is absolute and unconditional, to pay principal of and interest on the Loans made hereunder in accordance with the terms herein; or

(b) prevent an Agent or any Lender from exercising its available remedies upon a Default, subject to the rights of the Bank Lenders and the Fund Guarantors, to receive payments or distributions otherwise payable to the Lenders in accordance with Section 10.05.

SECTION 10.08. Subordination May Not Be Impaired by Borrower. No right of any Bank Lender or Fund Guarantor to enforce the subordination of the Subordinated Indebtedness hereunder shall be impaired by any act or failure to act by the Borrower or by its failure to comply with this Agreement.

SECTION 10.09. Rights of Agents. Notwithstanding Section 10.03, each Agent may continue to make payments to the Lenders pursuant to the terms of this Agreement and shall not be charged with knowledge of the existence of facts that would prohibit the making of any such payments unless, not less than two (2) Business Days prior to the date of such payment, such Agent receives written notice satisfactory to it that payments may not be made under this Article X. The Borrower or the Representative of the Bank Lenders or the Fund Guarantors may give such notice; provided, however, that if there is a Representative in respect of the Bank Revolver Obligations, only the Representative may give such notice.

Each Agent in its individual or any other capacity may be a Fund Guarantor with the same rights it would have if it were not an Agent. Each Agent shall be entitled to all the rights set forth in this Article X with respect to any Bank Revolver Obligations which may at any time be held by it as a Fund Guarantor, to the same extent as any other Fund Guarantor; and nothing in Article VIII shall deprive an Agent of any of its rights as such a holder. Nothing in this Article X shall apply to claims of, or payments to, an Agent under or pursuant to Section 11.03 or any other Section of this Agreement.

SECTION 10.10. Distribution or Notice to Representative. Whenever a distribution is to be made or a notice is to be given to a Bank Lender or a Fund Guarantor, such distribution may be made, and such notice may be given, instead to their Representative or Representatives (if any).

SECTION 10.11. Article X Not to Prevent Events of Default or Limit Right to Accelerate. The failure to make a payment pursuant to this Agreement by reason of any provision in this Article X shall not be construed as preventing the occurrence of a Default. Nothing in this Article X shall have any effect on the right of the Agents to accelerate the maturity of the Loans granted elsewhere in this Agreement.

SECTION 10.12. Agents Entitled to Rely. Upon any payment or distribution pursuant to this Article X, each of the Agents and the Lenders shall be entitled to rely (a) upon any order or decree of a court of competent jurisdiction in which any proceedings of the nature referred to in Section 10.02 are pending, (b) upon a certificate of the liquidating trustee or agent or other Person making such payment or distribution to an Agent or the Lenders or (c) upon the Representatives for the Bank Lenders or the Fund Guarantors for the purpose of ascertaining the Persons entitled to participate in such payment or distribution, the amount of the Bank Revolver Obligations and other Indebtedness of the Borrower or the amount payable thereon, the amount or amounts previously paid or distributed thereon and all other facts pertinent thereto or to this Article X. In the event that the Administrative Agent or each Lender determines, in good faith, that evidence i quired with respect to the right of any Person as a Bank Lender or Fund Guarantor to participate in any payment or distribution pursuant to this Article X, the Administrative Agent or such Lender, as the case may be, may request such Person to furnish evidence to the reasonable satisfaction of the Administrative Agent as to the amount of such Bank Revolver Obligations owed to such Person, the extent to which such Person is entitled to participate in such payment or distribution and other facts pertinent to the rights of such Person under this Article X, and, if such evidence is not furnished, the Administrative Agent may defer any payment or distribution to such Person pending judicial determination as to the right of such Person to receive such payment or distribution.

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SECTION 10.13. Agents to Effectuate Subordination. Each Lender authorizes and directs each Agent on its behalf to take such action as may be necessary or appropriate to acknowledge or effectuate the subordination between the Lenders on the one hand and the Bank Lenders and the Fund Guarantors on the other hand as provided in this Article X and appoints each Agent as attorney-in-fact for any and all such purposes.

SECTION 10.14. Agents Not Fiduciary with Respect to Bank Revolver Obligations. Each Agent shall not be deemed to owe any fiduciary duty to the Bank Lenders or the Fund Guarantors and shall not be liable to any such creditors if it shall mistakenly pay over or distribute to the Lenders or the Borrower or any other Person, money or assets to which the Bank Lenders or the Fund Guarantors shall be entitled by virtue of this Article X or otherwise.

 SECTION 10.15. Reliance by Bank Lenders and Fund Guarantors. Each Lender acknowledges and agrees that the foregoing subordination provisions are, and are intended to be, an inducement and a consideration to any Bank Lender or Fund Guarantor under Bank Revolver Obligations to extend and continue to extend, or to continue to extend, such Bank Revolver Obligations, and such Bank Lender or Fund Guarantor shall be deemed conclusively to have relied on such subordination provisions in extending and continuing to extend, or in continuing to extend, such Bank Revolver Obligations.

ARTICLE XI

Miscellaneous

SECTION 11.01. Notices. Except in the case of notices and other communications expressly permitted to be given by telephone, all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by telecopy, as follows:

(a) if to the Borrower, to it at 501 Pearl Drive, St. Peters, Missouri 63376, Attention of Treasurer (Telecopy No. (636) 474-5158);

(b) if to the Administrative Agent, to Citicorp USA, Inc., 2 Penns Way, Suite 200, New Castle, DE 19720, Attention of David Graber (Telecopy No. (302) 894-6120);

(c) if to the Collateral Agent, to Citicorp USA, Inc., 2 Penns Way, Suite 200, New Castle, DE 19720, Attention of David Graber (Telecopy No. (302) 894-6120); and

(d) if to any Lender, to it at its address (or telecopy number) set forth in its Administrative Questionnaire or as set forth below:

 if to TPG to:

c/o Texas Pacific Group
301 Commerce Street, Suite 3300
Fort Worth, Texas 76102
Attention: Richard A. Ekleberry
Telephone: 817.871.4080
Fax: 817.871.4088

with a copy (which shall not constitute notice) to:

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Cleary, Gottlieb, Steen & Hamilton
One Liberty Plaza
New York, New York 10006
Attention: Michael A. Gerstenzang, Esq.
Telephone: 212.225.2000
Fax: 212.225.3999

if to TCW (as defined in Schedule 2.01 hereto), to:

c/o TCW/Crescent Mezzanine Partners III, L.P.
11100 Santa Monica Boulevard, Suite 2000
Los Angeles, California 90025
Attention: Jean-Marc Chapus
Telephone: 310.235.5900
Fax: 310.235.5967

with a copy (which shall not constitute notice) to:

Latham & Watkins
885 Third Avenue, Suite 1000
New York, New York 10022
Attention: Howard A. Sobel, Esq.
Telephone: 212.906.1200
Fax: 212.751.4864

if to GEI (as defined in Schedule 2.01 hereto), to:

c/o Leonard Green & Partners, L.P.
11111 Santa Monica Boulevard, Suite 2000
Los Angeles, California 90025
Attention: John Baumer
Telephone: 310.954.0416
Fax: 310.954.0404

with a copy (which shall not constitute notice) to:

Latham & Watkins
885 Third Avenue, Suite 1000
New York, New York 10022
Attention: Howard A. Sobel, Esq.
Telephone: 212.906.1200
Fax: 212.751.4864.

Any party hereto may change its address or telecopy number for notices and other communications hereunder by notice to the other parties hereto. All notices and other communications given to any party hereto in accordance with the provisions of this Agreement shall be deemed to have been given on the date of receipt.

SECTION 11.02., Waivers; Amendments. (a) No failure or delay by any Agent or any Lender in exercising any right or power hereunder or under any other Loan Document shall operate as a waiver

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thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Agents and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of any Loan Document or consent to any departure by any Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 11.02, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the going, the making of a Loan shall not be construed as a waiver of any Default, regardless of whether any Agent or any Lender may have had notice or knowledge of such Default at the time.

(b) Neither this Agreement nor any other Loan Document nor any provision hereof or thereof may be waived, amended or modified except, in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by the Borrower and the Required Lenders or, in the case of any other Loan Document, pursuant to an agreement or agreements in writing entered into by the Administrative Agent or the Collateral Agent, as applicable, and the Loan Party or Loan Parties that are parties thereto, in each case with the consent of the Required Lenders, provided that no such agreement shall (i) increase the Commitment of any Lender without the written consent of such Lender, (ii) reduce the principal amount of any Loan or reduce the rate of interest thereon, or reduce any fees payable hereunder, without the written consent of each Lender affected thereby, (iii) postpone the maturity of any Loan, or any date for the payment of any interest or fees payable hereunder, or reduce the amount o aive or excuse any such scheduled payment, or postpone the scheduled date of expiration of any Commitment, without the written consent of each Lender affected thereby, (iv) change Section 2.15(b) or (c) in a manner that would alter the pro rata sharing of payments required thereby, without the written consent of each Lender, (v) change Section 2.10(f), without the written consent of each Lender, (vi) change any of the provisions of this Section 11.02 or the percentage set forth in the definition of the term "Required Lenders" or any other provision of any Loan Document specifying the number or percentage of Lenders required to waive, amend or modify any rights thereunder or make any determination or grant any consent thereunder, without the written consent of each Lender, (vii) release any Subsidiary Loan Party from its Guarantee under the Guarantee Agreement (except as expressly provided in the Guarantee Agreement), or limit its liability in respect of such Guarantee, without the written consent of each Len der, (viii) except in strict accordance with the express provisions of the Security Documents, release all or any substantial part of the Collateral from the Liens of the Security Documents, without the written consent of each Lender, or (ix) change the definition of "Interest Period" to include periods longer than six months; provided that no such agreement shall amend, modify or otherwise affect the rights or duties of any Agent without the prior written consent of such Agent. Notwithstanding the foregoing, any provision of this Agreement may be amended by an agreement in writing entered into by the Borrower, the Required Lenders and the Agents if (i) by the terms of such agreement the Commitment of each Lender not consenting to the amendment provided for therein shall terminate upon the effectiveness of such amendment and (ii) at the time such amendment becomes effective, each Lender not consenting thereto receives payment in full of the principal of and interest accrued on each Loan made by it and all other amounts owing to it or accrued for its account under this Agreement.

SECTION 11.03 Expenses; Indemnity; Damage Waiver. (a) The Borrower shall pay (i) all reasonable out-of-pocket expenses incurred by each Agent and each Lender, including the reasonable fees, charges and disbursements of any counsel for the Agents or the Lenders in connection with the syndication of the credit facilities provided for herein, the preparation and administration of the Loan Documents or any amendments, modifications or waivers of the provisions thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), and (ii) all reasonable out-of-pocket expenses incurred by such Agent, or any Lender, including the reasonable fees, charges and disbursements of any counsel for such Agent, or any Lender, in connection with the enforcement or protection of its rights in

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connection with the Loan Documents, including its rights under this Section 11.03, or in connection with the Loans made hereunder, including all such out-of-pocket expenses incurred durin y workout, restructuring or negotiations in respect of such Loans.

(b) The Borrower shall indemnify each Agent, each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an "Indemnitee") against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the reasonable fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of any Loan Document or any other agreement or instrument contemplated hereby, the performance by the parties to the Loan Documents of their respective obligations thereunder or the consummation of the Loan Transactions, (ii) any Loan or the use of the proceeds therefrom, (iii) any presence, Release or threatened Release of Hazardous Materials on, at, under or from any Mortgaged Property or any other property currently or formerly owned or operated by the Borrower or any of the Subsidiaries, o y Environmental Liability related in any way to the Borrower or any of the Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a party thereto, provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses resulted from the gross negligence or willful misconduct of such Indemnitee or any Related Person of such Indemnitee as determined in a final judgment by a court of competent jurisdiction.

(c) To the extent that the Borrower fails to pay any amount required to be paid by it to any Agent under paragraph (a) or (b) of this Section 11.03, each Lender severally agrees to pay to such Agent such Lender's pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount as determined according to such Lender's Applicable Percentage, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against such Agent in its capacity as such.

(d) To the extent permitted by applicable law, the Borrower shall not assert, and each hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any agreement or instrument contemplated hereby, the Loan Transactions, any Loan or the use of the proceeds thereof.

(e) All amounts due under this Section 11.03 shall be payable promptly after written demand therefor.

SECTION 11.04. Successors and Assigns. (a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by the Borrower without such consent shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.

(b) Any Lender may assign to one or more assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitments and the Loans at the time owing to it), provided that (i) except in the case of an assignment to a Lender or an Affiliate or Approved Fund of a

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Lender, each of the Borrower and the Administrative Agent must give their prior written consent to such assignment (which consent shall not be unreasonably withheld), (ii) except in the case of an assignment to a Lender or an Affiliate or Approved Fund of a Lender or an assignment of the entire remaining amount of the assigning Lender's Commitments or Loans, the amount of the Commitments or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Acceptance with respect to such assignment is delivered to the Administrative Agent) shall not be less than $1,000,000 unless each of the Borrower and the Administrative Agent otherwise cons (iii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender's rights and obligations under this Agreement, (iv) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Acceptance, together with a processing and recordation fee of $3,500, and (v) the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire, and provided further that any consent of the Borrower otherwise required under this paragraph shall not be required if an Event of Default has occurred and is continuing. Subject to acceptance and recording thereof pursuant to paragraph (d) of this Section 11.04, from and after the effective date specified in each Assignment and Acceptance the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Acceptance, have the rights and obligations of a Lender under this Agreement, and the a ssigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Acceptance, be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all of the assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 2.12, 2.13, 2.14 and 11.03). Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this paragraph shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with paragraph (e) of this Section 11.04.

(c) The Administrative Agent, acting for this purpose as an agent of the Borrower, shall maintain at one of its offices in New Castle, Delaware, a copy of each Assignment and Acceptance delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitment of, and principal amount of the Loans owing to, each Lender pursuant to the terms hereof from time to time (the "Register"). The entries in the Register shall be conclusive, and the Borrower, the Administrative Agent, and the Lenders may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Borrower and any Lender, at any reasonable time and from time to time upon reasonable prior notice.

(d) Upon its receipt of a duly completed Assignment and Acceptance executed by an assigning Lender and an assignee, the assignee's completed Administrative Questionnaire (unless the assignee shall already be a Lender hereunder), the processing and recordation fee referred to in paragraph (b) of this Section 11.04 and any written consent to such assignment required by paragraph (b) of this Section 11.04, the Administrative Agent shall accept such Assignment and Acceptance and record the information contained therein in the Register. No assignment shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this paragraph.

(e) Any Lender may, without the consent of the Borrower or the Administrative Agent, sell participations to one or more banks or other entities (a "Participant") in all or a portion of such Lender's rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans owing to it), provided that (i) such Lender's obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower, the Administrative Agent and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender's rights and obligations under this Agreement. Any agreement or instrument pursuant to which a Lender sells such a participation shall

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provide that such Lender shall retain the sole right to enforce the Loan Documents and to approve any amendment, modification or waiver of any provision of the Loan Documents, provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver described in the first proviso to Section 11.02(b) that affects such Participant. Subject to paragraph (f) of this Section 11.04, the Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.12, 2.13 and 2.14 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section 11.04. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 11.08 as though it were a Lender, provided such Participant agrees to be subject to Section 2.15(c) as though it were a Lender.

(f) A Participant shall not be entitled to receive any greater payment under Section 2.12 or 2.14 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 2.14 unless the Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrower, to comply with Section 2.14(e) as though it were a Lender.

(g) Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank, and this Section 11.04 shall not apply to any such pledge or assignment of a security interest, provided that no such pledge or assignment of a security interest shall release a Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.

 SECTION 11.05. Survival. All covenants, agreements, representations and warranties made by the Loan Parties in the Loan Documents and in the certificates or other instruments delivered in connection with or pursuant to this Agreement or any other Loan Document shall be considered to have been relied upon by the other parties hereto and shall survive the execution and delivery of the Loan Documents and the making of any Loans, regardless of any investigation made by any such other party or on its behalf and notwithstanding that any Agent or any Lender may have had notice or knowledge of any Default or incorrect representation or warranty at the time any credit is extended hereunder, and shall continue in full force and effect as long as the principal of or any accrued interest on any Loan or any fee or any other amount payable under this Agreement is outstanding and unpaid and so long as the Commitments have not expired or terminated. The provisions of Sections 2.12 13, 2.14 and 11.03 and Article VIII shall survive and remain in full force and effect regardless of the consummation of the transactions contemplated hereby, the repayment of the Loans, and the Commitments or the termination of this Agreement or any provision hereof.

 SECTION 11.06. Counterparts; Integration; Effectiveness. This Agreement 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 Agreement, the other Loan Documents and any separate letter agreements with respect to fees payable to the Agents constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. Except as provided in Section 4.01, this Agreement shall become effective when it shall have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof that, when taken together, bear the signatures of the other parties hereto required by paragraph (a) of Section 4.01, and thereafter shall be binding upo d inure to the benefit of the parties hereto and their respective successors and assigns. Delivery of an executed counterpart of a signature page of this Agreement by telecopy shall be effective as delivery of a manually executed counterpart of

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this Agreement.

 SECTION 11.07. Severability. Any provision of this Agreement held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction.

 SECTION 11.08. Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender and each of its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other obligations at any time owing by such Lender or Affiliate to or for the credit or the account of the Borrower against any of and all the obligations of the Borrower then existing under this Agreement held by such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement. The rights of each Lender under this Section 11.08 are in addition to other rights and remedies (including any other rights of setoff) that such Lender may have.

SECTION 11.09. GOVERNING LAW; JURISDICTION; CONSENT TO SERVICE OF PROCESS. (a) THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK.

(b) The Borrower hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the Supreme Court of the State of New York sitting in New York County and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to any Loan Document, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State court or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or any other Loan Document shall affect any right that Administrative Agent or any Lender may otherwise have to bring any action or proceeding relating to this Agreement or any other Loan Document against the Borrower or its properties in the courts of any jurisdiction.

(c) The Borrower hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any other Loan Document in any court referred to in paragraph (b) of this Section 11.09. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

(d) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 11.01. Nothing in this Agreement or any other Loan Document will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

 SECTION 11.10. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT

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OF OR RELATING TO THIS AGREEMENT, ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 11.10.

SECTION 11.11. Headings. Article and Section headings and the Table of Contents used herein are for convenience of reference only, are not part of this Agreement and shall not affect the construction of, or be taken into consideration in interpreting, this Agreement.

SECTION 11.12. Confidentiality. Each of the Agents and the Lenders agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its and its Affiliates' directors, officers, employees and agents, including accountants, legal counsel and other advisors (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent requested by any regulatory authority, (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (d) to any other party to this Agreement, (e) in connection with the exercise of any remedies hereunder or any suit, action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of s Section 11.12, to any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement, or to any direct or indirect contractual counterparties in swap agreements or such contractual counterparties' professional advisors, (g) with the consent of the Borrower or (h) to the extent such Information (i) becomes publicly available other than as a result of a breach of this Section 11.12 or (ii) becomes available to any Agent or any Lender on a nonconfidential basis from a source other than the Borrower. For the purposes of this Section 11.12, the term "Information" means all information received from the Borrower relating to the Borrower or its business, other than any such information that is available to any Agent or any Lender on a nonconfidential basis prior to disclosure by the Borrower. Any Person required to maintain the confidentiality of Information as provided in this Section 11.12 shall be considered to have complied with it s obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information.

SECTION 11.13. Interest Rate Limitation. Notwithstanding anything herein to the contrary, if at any time the interest rate applicable to any Loan, together with all fees, charges and other amounts that are treated as interest on such Loan under applicable law (collectively the "Charges"), shall exceed the maximum lawful rate (the "Maximum Rate") that may be contracted for, charged, taken, received or reserved by the Lender holding such Loan in accordance with applicable law, the rate of interest payable in respect of such Loan hereunder, together with all Charges payable in respect thereof, shall be limited to the Maximum Rate and, to the extent lawful, the interest and Charges that would have been payable in respect of such Loan but were not payable as a result of the operation of this Section 11.13 shall be cumulated and the interest and Charges payable to such Lender in respect of other Loans or periods shall be increased (but not above the Maximum Rate therefor) unt uch cumulated amount, together with interest thereon at the Federal Funds Effective Rate to the date of repayment, shall have been received by such Lender.

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 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written.

MEMC ELECTRONIC MATERIALS, INC.

By: /s/ Kenneth L. Young
Name: Kenneth L. Young
Title: Treasurer

By: /s/ David L. Fleisher
Name: David L. Fleisher
Title: Vice President, General Counsel
and Corporate Secretary

CITICORP USA, INC., as Administrative Agent and Collateral Agent

By: /s/ Allen Fisher
Name: Allen Fisher
Title: Vice President

TPG WAFER PARTNERS LLC

By: /s/ Richard Ekleberry
Name: Richard Ekleberry
Title:  Vice President

TCW/CRESCENT MEZZANINE PARTNERS III, L.P.,
TCW/CRESCENT MEZZANINE TRUST III, AND
TCW/CRESCENT MEZZANINE 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/ James C. Shevlet, Jr.
Name: James C. Shevlet, Jr.
Title:  Senior Vice President

GREEN EQUITY INVESTORS III, L.P.
By: GEI Capital III, LLC, as its General Partner

By: /s/ John Danhakl
Name: John Danhakl

GREEN EQUITY INVESTORS SIDE III, L.P.
By: GEI Capital III, LLC, as its General Partner

By: /s/ John Danhakl
Name: John Danhakl

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EX-10.AAA(1)

Exhibit 10-aaa(1)

SECURITY AGREEMENT dated as of March 3, 2003 among MEMC ELECTRONIC MATERIALS, INC., a Delaware corporation (the "Borrower"), each subsidiary of Borrower listed on Schedule I hereto (each such subsidiary individually a "Subsidiary" or a "Guarantor" and, collectively, the "Subsidiaries" or "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 (as defined herein).

Reference is made to (a) the Revolving Credit Agreement dated as of December 5, 2002 (as amended, supplemented or otherwise modified from time to time, the "Revolving Credit Agreement") among the Borrower, the lenders from time to time party thereto (the "Lenders"), the Collateral Agent and Citicorp USA, Inc., as administrative agent for the Lenders (in such capacity, the "Administrative Agent") and (b) the Guarantee Agreement dated as of March 3, 2003 (as amended, supplemented or otherwise modified from time to time, the "Guarantee Agreement"), among the Guarantors and the Collateral Agent. Unless the context otherwise requires, all capitalized terms used but not defined herein shall have the meanings set forth in the Revolving Credit Agreement.

The Lenders have agreed to make Loans to the Borrower upon the terms and subject to the conditions specified in the Revolving Credit Agreement. Each of the Guarantors has agreed to guarantee, among other things, all the obligations of the Borrower under the Revolving Credit Agreement on a senior subordinated basis as set forth in Article X of the Revolving Credit Agreement and Article II of the Guarantee Agreement. The obligations of the Lenders to make Loans are conditioned upon, among other things, the execution and delivery by the Grantors of an agreement in the form hereof to secure (a) the due and punctual payment of (i) the principal of and premium, if any, and interest (including interest accruing during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding) on the Loans, when and as due, whether at maturity, by acceleration, upon one or more dates set for prepayment or otherwise and (ii) a ll other monetary obligations, including fees, costs, expenses and indemnities, whether primary, secondary, direct, contingent, fixed or otherwise (including monetary obligations incurred during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding), of the Loan Parties to the Secured Parties under the Revolving Credit Agreement and the other Loan Documents, (b) the due and punctual performance of all covenants, agreements, obligations and liabilities of the Loan Parties under or pursuant to the Revolving Credit Agreement and the other Loan Documents, (c) unless otherwise agreed to in writing by the applicable Lender party thereto, the due and punctual payment and performance of all obligations of the Borrower or any other Loan Party, monetary or otherwise, under each Hedging Agreement entered into with a counterparty that was a Lender (or an Affiliate of a Lender) at the time such Hedging Agreement was entered into and (d) the due and punctual payment and performance of all obligations in respect of overdrafts and related liabilities owed to the Administrative Agent or any of its Affiliates and arising from treasury, depositary and cash management services in connection with any automated clearing house transfers of funds (all the monetary and other obligations described in the preceding clauses (a) through (d) being collectively called the "Investor Revolver Obligations").

Accordingly, the Grantors and the Collateral Agent, on behalf of itself and each Secured Party (and each of their respective successors or assigns), hereby agree as follows:

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ARTICLE I

Definitions

SECTION 1.01. Definition of Certain Terms Used Herein. As used herein, the following terms shall have the following meanings:

"Account Debtor" means any Person who is or who may become obligated to any Grantor under, with respect to or on account of an Account.

"Accounts" means all "accounts" (as defined in the UCC) of any Grantor and shall include any and all right, title and interest of any Grantor to payment for goods and services sold or leased, including any such right evidenced by Chattel Paper, whether due or to become due, whether or not it has been earned by performance, and whether now or hereafter acquired or arising in the future, including accounts receivable from Affiliates of the Grantors.

"Accounts Receivable" means all Accounts and all right, title and interest in any returned goods, together with all rights, titles, securities and guarantees with respect thereto, including any rights to stoppage in transit, replevin, reclamation and resales, and all related security interests, liens and pledges, whether voluntary or involuntary, in each case whether now existing or owned or hereafter arising or acquired.

"Chattel Paper" has the meaning assigned to such term in the UCC.

"Collateral" means all (a) Accounts Receivable, (b) Documents, (c) Equipment, (d) General Intangibles, (e) Inventory, (f) cash and cash accounts, (g) Investment Property, (h) Chattel Paper, (i) Instruments, (j) Deposit Accounts and (k) Proceeds.

"Commodity Account" means an account maintained by a Commodity Intermediary in which a Commodity Contract is carried out for a Commodity Customer.

"Commodity Contract" means a commodity futures contract, an option on a commodity futures contract, a commodity option or any other contract that, in each case, is (a) traded on or subject to the rules of a board of trade that has been designated as a contract market for such a contract pursuant to the federal commodities laws or (b) traded on a foreign commodity board of trade, exchange or market, and is carried on the books of a Commodity Intermediary for a Commodity Customer.

"Commodity Customer" means a Person for whom a Commodity Intermediary carries a Commodity Contract on its books.

"Commodity Intermediary" means (a) a Person who is registered as a futures commission merchant under the federal commodities laws or (b) a Person who in the ordinary course of its business provides clearance or settlement services for a board of trade that has been designated as a contract market pursuant to federal commodities laws.

"Copyright License" means any written agreement, now or hereafter in effect, granting any right to any third party under any Copyright now or hereafter owned by any Grantor or which such Grantor otherwise has the right to license, or granting any right to such Grantor under any Copyright now or hereafter owned by any third party, and all rights of such Grantor under any such agreement.

"Copyrights" means all of the following: (a) all copyright rights in any work subject to the copyright laws of the United States or any other country, whether as author, assignee, transferee or otherwise, and

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(b) all registrations and applications for registration of any such copyright in the United States or any other country, including registrations, recordings, supplemental registrations and pending applications for registration in the United States Copyright Office, including those listed on Schedule II.

"Deposit Accounts" has the meaning assigned to such term in the UCC.

"Documents" means all instruments, promissory notes, files, records, ledger sheets and documents covering or relating to any of the Collateral.

"Entitlement Holder" means a Person identified in the records of a Securities Intermediary as the Person having a Security Entitlement against the Securities Intermediary. If a Person acquires a Security Entitlement by virtue of Section 8-501(b)(2) or (3) of the UCC, such Person is the Entitlement Holder.

"Equipment" means "equipment" (as defined in the UCC) of any Grantor and shall include all equipment, furniture and furnishings, and all tangible personal property similar to any of the foregoing, including tools, parts and supplies of every kind and description, and all improvements, accessions or appurtenances thereto, that are now or hereafter owned by any Grantor. The term Equipment shall include Fixtures.

"Financial Asset" means (a) a Security, (b) an obligation of a Person or a share, participation or other interest in a Person or in property or an enterprise of a Person, which is, or is of a type, dealt with in or traded on financial markets, or which is recognized in any area in which it is issued or dealt in as a medium for investment or (c) any property that is held by a Securities Intermediary for another Person in a Securities Account if the Securities Intermediary has expressly agreed with the other Person that the property is to be treated as a Financial Asset under Article 8 of the UCC. As the context requires, the term Financial Asset means either the interest itself or the means by which a Person's claim to it is evidenced, including a certificated or uncertificated Security, a certificate representing a Security or a Security Entitlement.

"Fixtures" means all items of Equipment, whether now owned or hereafter acquired, of any Grantor that become so related to particular real estate that an interest in them arises under any real estate law applicable thereto.

"General Intangibles" means all "general intangibles" (as defined in the UCC) of any Grantor and shall include choses in action and causes of action and all other intangible personal property of any Grantor of every kind and nature (other than Accounts Receivable) now owned or hereafter acquired by any Grantor, including corporate or other business records, indemnification claims, contract rights (including rights under leases, whether entered into as lessor or lessee, Hedging Agreements and other agreements), Intellectual Property, goodwill, registrations, franchises, tax refund claims and any letter of credit, guarantee, claim, security interest or other security held by or granted to any Grantor to secure payment by an Account Debtor of any of the Accounts Receivable.

"Instrument" has the meaning assigned to such term in the UCC.

"Intellectual Property" means all intellectual and similar property of any Grantor of every kind and nature now owned or hereafter acquired by any Grantor, including inventions, designs, Patents, Copyrights, Licenses, Trademarks, trade secrets, confidential or proprietary technical and business information, know-how, show-how or other data or information, software and databases and all embodiments or fixations thereof and related documentation, registrations and franchises, and all additions, improvements and accessions to, and books and records describing or used in connection with, any of the foregoing.

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"Inventory" means "inventory" (as defined in the UCC) of any Grantor and shall include all goods of any Grantor, whether now owned or hereafter acquired, held for sale or lease, or furnished or to be furnished by any Grantor under contracts of service, or consumed in any Grantor's business, including raw materials, intermediates, work in process, packaging materials, finished goods, semi-finished inventory, scrap inventory, manufacturing supplies and spare parts, and all such goods that have been returned to or repossessed by or on behalf of any Grantor.

"Investment Property" means all Securities (whether certificated or uncertificated), Security Entitlements, Securities Accounts, Commodity Contracts and Commodity Accounts of any Grantor, whether now owned or hereafter acquired by any Grantor.

"Investor Revolver Obligations" has the meaning assigned to such term in the preliminary statement of this Agreement.

"License" means any Patent License, Trademark License, Copyright License or other license or sublicense to which any Grantor is a party, including those listed on Schedule III (other than those license agreements in existence on the date hereof and listed on Schedule III and those license agreements entered into after the date hereof, which by their terms prohibit assignment or a grant of a security interest by such Grantor as licensee thereunder).

"Patent License" means any written agreement, now or hereafter in effect, granting to any third party any right to make, use or sell any invention on which a Patent, now or hereafter owned by any Grantor or which any Grantor otherwise has the right to license, is in existence, or granting to any Grantor any right to make, use or sell any invention on which a Patent, now or hereafter owned by any third party, is in existence, and all rights of any Grantor under any such agreement.

"Patents" means all of the following now owned or hereafter acquired by any Grantor: (a) all letters patent of the United States or any other country, all registrations and recordings thereof, and all applications for letters patent of the United States or any other country, including registrations, recordings and pending applications in the United States Patent and Trademark Office or any similar offices in any other country, including those listed on Schedule IV, and (b) all reissues, continuations, divisions, continuations-in-part, renewals or extensions thereof, and the inventions disclosed or claimed therein, including the right to make, use and/or sell the inventions disclosed or claimed therein.

"Perfection Certificate" means a certificate substantially in the form of Annex 1 hereto, completed and supplemented with the schedules and attachments contemplated thereby, and duly executed by an executive officer or Financial Officer of the Borrower.

"Proceeds" means "proceeds" (as defined in the UCC) of any Grantor and shall include any consideration received from the sale, exchange, license, lease or other disposition of any asset or property that constitutes Collateral, any value received as a consequence of the possession of any Collateral and any payment received from any insurer or other Person or entity as a result of the destruction, loss, theft, damage or other involuntary conversion of whatever nature of any asset or property which constitutes Collateral, any property collected on or distributed on account of the Collateral, any rights arising out of the Collateral, and shall include, (a) any claim of any Grantor against any third party for (and the right to sue and recover for and the rights to damages or profits due or accrued arising out of or in connection with) (i) past, present or future infringement of any Patent now or hereafter owned by any Grantor, or licensed under a Patent License, (ii) past, present or fut ure infringement or dilution of any Trademark now or hereafter owned by any Grantor or licensed under a Trademark License or injury to the goodwill associated with or symbolized by any Trademark now or hereafter owned by any Grantor, (iii) past, present or future breach of any License and (iv) past, present

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or future infringement of any Copyright now or hereafter owned by any Grantor or licensed under a Copyright License and (b) any and all other amounts from time to time paid or payable under or in connection with any of the Collateral.

"Revolving Credit Agreement" has the meaning assigned to such term in the preliminary statement of this Agreement.

"Secured Parties" means (a) the Lenders, (b) the Administrative Agent, (c) the Collateral Agent, (d) each counterparty to a Hedging Agreement entered into with the Borrower or any Loan Party if such counterparty was a Lender (or an Affiliate of a Lender) at the time the Hedging Agreement was entered into, (e) the beneficiaries of each indemnification obligation undertaken by any Grantor under any Loan Document and (f) the successors and assigns of each of the foregoing.

"Securities" means any obligations of an issuer or any shares, participations or other interests in an issuer or in property or an enterprise of an issuer which (a) are represented by a certificate representing a security in bearer or registered form, or the transfer of which may be registered upon books maintained for that purpose by or on behalf of the issuer, (b) are one of a class or series or by its terms is divisible into a class or series of shares, participations, interests or obligations and (c)(i) are, or are of a type, dealt with or traded on securities exchanges or securities markets or (ii) are a medium for investment and by their terms expressly provide that they are a security governed by Article 8 of the UCC.

"Securities Account" means an account to which a Financial Asset is or may be credited in accordance with an agreement under which the Person maintaining the account undertakes to treat the Person for whom the account is maintained as entitled to exercise rights that comprise the Financial Asset.

"Security Entitlements" means the rights and property interests of an Entitlement Holder with respect to a Financial Asset.

"Security Interest" has the meaning assigned to such term in Section 2.01.

"Security Intermediary" means (a) a clearing corporation or (b) a Person, including a bank or broker, that in the ordinary course of its business maintains securities accounts for others and is acting in that capacity.

"Senior Security Interest" has the meaning assigned to such term in Section 2.01.

"Texas Instruments Agreements" means the Shareholders' Agreement dated as of May 16, 1995, by and between Texas Instruments Incorporated and the Borrower, as amended; Technology Transfer Agreement dated as of June 30, 1995, by and between Texas Instruments Incorporated, the Borrower and MEMC Southwest Inc.; Texas Instruments Incorporated Purchase Agreement dated as of June 30, 1995, by and between Texas Instruments Incorporated, MEMC Southwest Inc. and the Borrower, as amended; Master Services Agreement dated as of June 30, 1995, by and between Texas Instruments Incorporated and MEMC Southwest Inc.; Chemical Services Agreement dated as of June 30, 1995, by and between Texas Instruments Incorporated and MEMC Southwest Inc.; Information Systems and Services Agreement dated as of June 30, 1995, by and between Texas Instruments Incorporated and MEMC Southwest Inc.; Telephone Services Agreement dated as of June 30, 1995, by and between Texas Instruments Incorporated and MEMC Southwest In c.; Medical Services Agreement dated as of June 30, 1995, by and between Texas Instruments Incorporated and MEMC Southwest Inc.; Purchasing and Inventory Services Agreement dated as of June 30, 1995, by and between Texas Instruments Incorporated and MEMC Southwest Inc.; Environmental, Health and Safety Services Agreement dated as of June 30, 1995, by and between Texas Instruments Incorporated and the Borrower; Agreement

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Regarding Health & Dental Administrative Expenses dated as of June 30, 1995, by and between Texas Instruments Incorporated and the Borrower.

"Trademark License" means any written agreement, now or hereafter in effect, granting to any third party any right to use any Trademark now or hereafter owned by any Grantor or which any Grantor otherwise has the right to license, or granting to any Grantor any right to use any Trademark now or hereafter owned by any third party, and all rights of any Grantor under any such agreement.

"Trademarks" means all of the following: (a) all trademarks, service marks, trade names, corporate names, company names, business names, fictitious business names, trade styles, trade dress, logos, other source or business identifiers, designs and general intangibles of like nature, now existing or hereafter adopted or acquired, all registrations and recordings thereof, and all registration and recording applications filed in connection therewith, including registrations and registration applications in the United States Patent and Trademark Office, any State of the United States or any similar offices in any other country or any political subdivision thereof, and all extensions or renewals thereof, including those listed on Schedule V, (b) all goodwill associated therewith or symbolized thereby and (c) all other assets, rights and interests that uniquely reflect or embody such goodwill.

"UCC" means the Uniform Commercial Code as in effect from time to time in the state of New York.

SECTION 1.02. Rules of Interpretation. The rules of interpretation specified in Section 1.02 of the Revolving Credit Agreement shall be applicable to this Agreement.

ARTICLE II

Security Interest

SECTION 2.01. Security Interest. As security for the payment or performance, as the case may be, in full of the Investor Revolver Obligations, each Grantor hereby bargains, sells, conveys, assigns, sets over, mortgages, pledges, hypothecates and transfers to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in, all of such Grantor's right, title and interest in, to and under the Collateral (the "Security Interest"), provided that the Security Interest shall not include (i) more than 65% of the issued and outstanding voting stock of any Foreign Subsidiary, (ii) the outstanding voting stock of MEMC Korea Company, MEMC Kulim Electronic Materials, Sdn. Bhd., MEMC Southwest Inc. and Taisil Electronic Materials Corporation, (iii) the Texas Instruments Agreements, or (iv) any General Intangible that is, by its terms, not assignable, so long as the failure of the Grantors to maintain such General Intangible would not result in a Material Adverse Effect. Such Security Interest shall be subject to the prior lien and security interest granted under the Bank Loan Documentation as security for the payment or performance, as the case may be, in full of the Bank Revolver Obligations (the "Senior Security Interest"). Without limiting the foregoing, the Collateral Agent is hereby authorized to file one or more financing statements (including fixture filings), continuation statements, filings with the United States Patent and Trademark Office or United States Copyright Office (or any successor office or any similar office in any other country) or other documents for the purpose of perfecting, confirming, continuing, enforcing or protecting the Security Interest granted by each Grantor, without the signature of any Grantors, and naming any Grantor or the Grantors as debtors and the Collatera l Agent as secured party.

SECTION 2.02. No Assumption of Liability. The Security Interest is granted as security only and shall

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not subject the Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Collateral.

ARTICLE III

Representations and Warranties

The Grantors jointly and severally represent and warrant to the Collateral Agent and the Secured Parties that:

SECTION 3.01. Title and Authority. Each Grantor has good and valid rights in and title to the Collateral with respect to which it has purported to grant a Security Interest hereunder and has full power and authority to grant to the Collateral Agent the Security Interest in such Collateral pursuant hereto and to execute, deliver and perform its obligations in accordance with the terms of this Agreement, without the consent or approval of any other Person other than any consent or approval which has been obtained.

 SECTION 3.02. Filings. (a) The Perfection Certificate has been duly prepared, completed and executed and the information set forth therein is correct and complete in all material respects. Appropriately completed UCC financing statements (including fixture filings, as applicable) or other appropriate filings, recordings or registrations containing a description of the Collateral have been delivered to the Collateral Agent for filing in each governmental, municipal or other office specified in Schedule 5 to the Perfection Certificate, which are all the filings, recordings and registrations (other than filings required to be made in the United States Patent and Trademark Office and the United States Copyright Office in order to perfect the Security Interest in Collateral consisting of United States Patents, Trademarks and Copyrights) that are necessary to publish notice of and protect the validity of and to establish a legal, valid and perfected security interest in favor of the ollateral Agent (for the ratable benefit of the Secured Parties) in respect of all Collateral in which the Security Interest may be perfected by filing, recording or registration in the United States (or any political subdivision thereof) and its territories and possessions, and no further or subsequent filing, refiling, recording, rerecording, registration or reregistration is necessary in any such jurisdiction, except as provided under applicable law with respect to the filing of continuation statements.

 (b) Each Grantor shall ensure that fully executed security agreements in the form hereof (or short-form supplements to this Agreement in form and substance satisfactory to the Collateral Agent) and containing a description of all Collateral consisting of Intellectual Property shall have been received and recorded within three months after the execution of this Agreement with respect to United States Patents and United States registered Trademarks (and Trademarks for which United States registration applications are pending) and within one month after the execution of this Agreement with respect to United States registered Copyrights have been delivered to the Collateral Agent for recording by the United States Patent and Trademark Office and the United States Copyright Office pursuant to 35 U.S.C. Section 261, 15 U.S.C. Section 1060 or 17 U.S.C. Section 205 and the regulations thereunder, as applicable, and otherwise as may be required pursuant to the laws of any other necessary urisdiction in the United States (or any political subdivision thereof) and its territories and possessions, to protect the validity of and to establish a legal, valid and perfected security interest in favor of the Collateral Agent (for the ratable benefit of the Secured Parties) in respect of all Collateral consisting of Patents, Trademarks and Copyrights in which a security interest may be perfected by filing, recording or registration in the United States (or any political subdivision thereof) and its territories and possessions, or in any other necessary jurisdiction, and no further or subsequent filing, refiling, recording, rerecording, registration or reregistration is necessary in any such jurisdiction (other than such actions as

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are necessary to perfect the Security Interest with respect to any Collateral consisting of Patents, Trademarks and Copyrights (or registration or application for registration thereof) acquired or developed after the date hereof).

 SECTION 3.03. Validity of Security Interest. The Security Interest constitutes (a) a legal and valid security interest in all the Collateral securing the payment and performance of the Investor Revolver Obligations, (b) subject to the filings described in Section 3.02 above, a perfected security interest in all Collateral in which a security interest may be perfected by filing, recording or registering a financing statement or analogous document in the United States (or any political subdivision thereof) and its territories and possessions pursuant to the UCC or other analogous applicable law in such jurisdictions and (c) a security interest that shall be perfected in all Collateral in which a security interest may be perfected upon the receipt and recording of this Agreement with the United States Patent and Trademark Office and the United States Copyright Office, as applicable, within the three month period (commencing as of the date hereof) pursuant to 35 U.S.C. S tion 261 or 15 U.S.C. Section 1060 or the one month period (commencing as of the date hereof) pursuant to 17 U.S.C. 205 and otherwise as may be required to pursuant to the laws of any other necessary jurisdiction in the United States (or any political subdivision thereof) and its territories and possessions. The Security Interest is and shall be prior to any other Lien on any of the Collateral, other than Liens expressly permitted pursuant to Section 6.02 of the Revolving Credit Agreement. For the avoidance of doubt, in each place where this Agreement makes reference to Liens permitted pursuant to Section 6.02 of the Revolving Credit Agreement, the Senior Security Interest shall be considered a Lien expressly permitted pursuant to Section 6.02 of the Revolving Credit Agreement.

 SECTION 3.04. Absence of Other Liens. The Collateral is owned by the Grantors free and clear of any Lien, except for Liens expressly permitted pursuant to Section 6.02 of the Revolving Credit Agreement. The Grantor has not filed or consented to the filing of (a) any financing statement or analogous document under the UCC or any other applicable laws covering any Collateral, (b) any assignment in which any Grantor assigns any Collateral or any security agreement or similar instrument covering any Collateral with the United States Patent and Trademark Office or the United States Copyright Office or (c) any assignment in which any Grantor assigns any Collateral or any security agreement or similar instrument covering any Collateral with any foreign governmental, municipal or other office, which financing statement or analogous document, assignment, security agreement or similar instrument is still in effect, except, in each case, for Liens expressly permitted pursuant t Section 6.02 of the Revolving Credit Agreement.

ARTICLE IV

Covenants

 SECTION 4.01. Changes with respect to Collateral. Each of the Grantors shall promptly notify the Collateral Agent in writing of any change (i) in its legal name, (ii) in its jurisdiction of organization or formation, (iii) in the location of its chief executive office or principal place of business, (iv) in its identity or legal or organizational structure or (v) in its organization identification number or its Federal Taxpayer Identification Number. None of the Grantors shall effect or permit any change referred to in the preceding sentence unless all filings have been made under the UCC or otherwise that are required in order for the Collateral Agent to continue at all times following such change to have a valid, legal and perfected first priority security interest in all the Collateral (subject only to Liens expressly permitted pursuant to Section 6.02 of the Revolving Credit Agreement). Each Grantor shall promptly notify the Collateral Agent if any material portio of the Collateral owned or held by or on behalf of such Grantor is damaged or destroyed.

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SECTION 4.02. Records.  Each Grantor agrees to maintain, at its own cost and expense, such complete and accurate records with respect to the Collateral owned by it as is consistent with its current practices, but in any event to include complete accounting records indicating all payments and proceeds received with respect to any part of the Collateral, and, at such time or times as the Collateral Agent may reasonably request, promptly to prepare and deliver to the Collateral Agent an updated Perfection Certificate, noting all material changes, if any, since the date of the most recent Perfection Certificate.

 SECTION 4.03. Protection of Security. Each Grantor shall, at its own cost and expense, take any and all actions reasonably necessary to defend title to the Collateral against all Persons and to defend the Security Interest of the Collateral Agent for the ratable benefit of the Secured Parties in the Collateral and the priority thereof against any Lien not expressly permitted pursuant to Section 6.02 of the Revolving Credit Agreement.

SECTION 4.04. Further Assurances. Each Grantor agrees, at its own expense, to execute, acknowledge, deliver and cause to be duly filed all such further instruments and documents and take all such actions as are necessary or as the Collateral Agent may from time to time request to better assure, preserve, protect and perfect the Security Interest and the rights and remedies created hereby, including the payment of any fees and taxes required in connection with the execution and delivery of this Agreement, the granting of the Security Interest and the filing of any financing statements or any amendments thereto (including fixture filings), which filings are hereby authorized by such Grantor, or other documents in connection herewith or therewith. If any amount payable under or in connection with any of the Collateral shall be or become evidenced by any promissory note or other instrument, such note or instrument shall be promptly pledged and delivered to the Collateral Agent, du endorsed in a manner satisfactory to the Collateral Agent.

SECTION 4.05. Inspection and Verification. The Collateral Agent and such Persons as the Collateral Agent may reasonably designate shall have the right to inspect the Collateral, all records related thereto (and to make extracts and copies from such records) and the premises upon which any of the Collateral is located, at reasonable times and intervals during normal business hours upon reasonable advance notice to the respective Grantor and to verify under reasonable procedures the validity, amount, quality, quantity, value, condition and status of the Collateral. The Collateral Agent shall have the absolute right to share any information it gains from such inspection or verification with any Secured Party in accordance with and subject to the provisions set forth in Section 11.12 of the Revolving Credit Agreement.

SECTION 4.06. Taxes; Encumbrances. At its option, the Collateral Agent may discharge past due taxes, assessments, charges, fees, Liens, security interests or other encumbrances at any time levied or placed on the Collateral and not permitted pursuant to Section 6.02 of the Revolving Credit Agreement, and may pay for the maintenance and preservation of the Collateral, in each case to the extent any Grantor fails to do so as required by the Revolving Credit Agreement or this Agreement and such failure shall continue beyond any applicable notice and cure period, and each Grantor jointly and severally agrees to reimburse the Collateral Agent on demand for any payment made or any expense incurred by the Collateral Agent pursuant to the foregoing authorization; provided, however, that nothing in this Section 4.06 shall be interpreted as excusing any Grantor from the performance of, or imposing any obligation on the Collateral Agent or any Secured Party to cur or perform, any covenants or other promises of any Grantor with respect to taxes, assessments, charges, fees, liens, security interests or other encumbrances and maintenance as set forth herein or in the other Loan Documents.

SECTION 4.07. Assignment of Security Interest. If at any time any Grantor shall take a security interest in any property of an Account Debtor or any other Person to secure payment and performance of an Account, subject to its obligations under the Bank Loan Documentation, such Grantor shall promptly

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assign such security interest to the Collateral Agent to the extent permitted by any contracts or arrangements to which such property is subject. Such assignment need not be filed of public record unless necessary to continue the perfected status of the security interest against creditors of and transferees from the Account Debtor or other Person granting the security interest.

SECTION 4.08. Continuing Obligations of the Grantors. Each Grantor shall remain liable to observe and perform all the conditions and obligations to be observed and performed by it under each contract, agreement or instrument relating to the Collateral, all in accordance with the terms and conditions thereof, and each Grantor jointly and severally agrees to indemnify and hold harmless the Collateral Agent and the Secured Parties from and against any and all liability for such performance, provided that such indemnity shall not be available, as to the Collateral Agent and the Secured Parties, to the extent that such liability resulted from the gross negligence or willful misconduct of the Collateral Agent or a Secured Party.

SECTION 4.09. Use and Disposition of Collateral. None of the Grantors shall make or permit to be made an assignment, pledge or hypothecation of the Collateral or shall grant any other Lien in respect of the Collateral, except as expressly permitted by Section 6.02 of the Revolving Credit Agreement. None of the Grantors shall make or permit to be made any transfer of the Collateral and each Grantor shall remain at all times in possession of the Collateral owned by it, except that (a) Inventory may be sold or consigned in the ordinary course of business and (b) unless and until the Collateral Agent shall notify the Grantors that an Event of Default shall have occurred and be continuing and that during the continuance thereof the Grantors shall not sell, convey, lease, assign, transfer or otherwise dispose of any Collateral (which notice may be given by telephone if promptly confirmed in writing), the Grantors may use and dispose of the Collateral in any lawful man r not inconsistent with the provisions of this Agreement, the Revolving Credit Agreement or any other Loan Document. Without limiting the generality of the foregoing, each Grantor agrees that it shall not permit any material Inventory to be in the possession or control of any warehouseman, bailee, agent or processor at any time unless such warehouseman, bailee, agent or processor shall have been notified of the Security Interest and shall have agreed in writing to hold the Inventory subject to the Security Interest and the instructions of the Collateral Agent and to waive and release any Lien held by it with respect to such Inventory, whether arising by operation of law or otherwise.

SECTION 4.10. Limitation on Modification of Accounts.  None of the Grantors will, without the Collateral Agent's prior written consent, which consent shall not be unreasonably withheld, grant any extension of the time of payment of any of the Accounts Receivable, compromise, compound or settle the same for less than the full amount thereof, release, wholly or partly, any Person liable for the payment thereof or allow any credit or discount whatsoever thereon, other than extensions, credits, discounts, compromises or settlements granted or made in the ordinary course of business and consistent with its current practices.

SECTION 4.11. Insurance. The Grantors, at their own expense, shall maintain or cause to be maintained insurance covering physical loss or damage to the Inventory and Equipment in accordance with Section 5.07 of the Revolving Credit Agreement. Each Grantor irrevocably makes, constitutes and appoints the Collateral Agent (and all officers, employees or agents designated by the Collateral Agent) as such Grantor's true and lawful agent (and attorney-in-fact) for the purpose, during the continuance of an Event of Default, of making, settling and adjusting claims in respect of Collateral under policies of insurance, endorsing the name of such Grantor on any check, draft, instrument or other item of payment for the proceeds of such policies of insurance and for making all determinations and decisions with respect thereto. In the event that any Grantor at any time or times shall fail to obtain or maintain any of the policies of insurance required hereby or to pay any premium in w le or part relating thereto, the Collateral Agent may, but is under no obligation to, without waiving or releasing any obligation or

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liability of the Grantors hereunder or any Event of Default, in its reasonable discretion, obtain and maintain such policies of insurance and pay such premium and take any other actions with respect thereto as the Collateral Agent deems advisable. All sums disbursed by the Collateral Agent in connection with this Section 4.11, including reasonable attorneys’ fees, court costs, expenses and other charges relating thereto, shall be payable, upon demand, by the Grantors to the Collateral Agent and shall be additional Investor Revolver Obligations secured hereby.

SECTION 4.12. Legend. If any Accounts Receivable of any Grantor are evidenced by Chattel Paper, such Grantor shall legend, in form and manner reasonably satisfactory to the Collateral Agent, such Accounts Receivable and its books, records and documents evidencing or pertaining thereto with an appropriate reference to the fact that such Accounts Receivable have been assigned to the Collateral Agent for the benefit of the Secured Parties and that the Collateral Agent has a security interest therein.

SECTION 4.13. Covenants Regarding Patent, Trademark and Copyright Collateral. (a) Each Grantor agrees that it will not, and will not permit any of its licensees to, do any act, or omit to do any act, whereby any Patent which is material to the conduct of such Grantor's business may become invalidated or dedicated to the public, and agrees that it shall continue to mark, to the extent permitted by existing technology, any products covered by a Patent with the relevant patent number as necessary and sufficient to establish and preserve its maximum rights under applicable patent laws pursuant to which each such Patent is issued.

 (b) Each Grantor (either itself or through its licensees or its sublicensees) will, for each Trademark material to the conduct of such Grantor's business, (i) maintain such Trademark in full force free from any claim of abandonment or invalidity for non-use, (ii) maintain the quality of products and services offered under such Trademark sufficient to preclude any findings of abandonment, (iii) display such Trademark with notice of Federal or foreign registration to the extent necessary and sufficient to establish and preserve its maximum rights under applicable law pursuant to which each such Trademark is issued and (iv) not knowingly use or knowingly permit the use of such Trademark in violation of any third party rights.

 (c) Each Grantor (either itself or through licensees) will, for each work covered by a material Copyright, continue to publish, reproduce, display, adopt and distribute the work with appropriate copyright notice as necessary and sufficient to establish and preserve its maximum rights under applicable copyright laws pursuant to which each such Copyright is issued.

 (d) Each Grantor shall notify the Collateral Agent immediately if it knows or has reason to know that any such Patent, Trademark or Copyright material to the conduct of its business may become abandoned, lost or dedicated to the public, or of any adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, United States Copyright Office or any court or similar office of any country) regarding such Grantor's ownership of any such Patent, Trademark or Copyright, its right to register the same, or to keep and maintain the same.

 (e) In no event shall any Grantor, either itself or through any agent, employee, licensee or designee, file an application for any Patent, Trademark or Copyright (or for the registration of any Trademark or Copyright) with the United States Patent and Trademark Office, United States Copyright Office or any office or agency in any political subdivision of the United States or in any other country or any political subdivision thereof, unless it promptly thereafter informs the Collateral Agent, and, upon request of the Collateral Agent, executes and delivers any and all agreements, instruments, documents and papers as are necessary or as the Collateral Agent may request to evidence and perfect the Collateral Agent's security interest in such Patent, Trademark or Copyright, and each Grantor hereby appoints the

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Collateral Agent as its attorney-in-fact to execute and file such writings for the foregoing purposes, all acts of such attorney being hereby ratified and confirmed; such power, be g coupled with an interest, is irrevocable.

 (f) Each Grantor will take all necessary steps that are consistent with the practice in any proceeding before the United States Patent and Trademark Office, United States Copyright Office or any office or agency in any political subdivision of the United States or in any other country or any political subdivision thereof, to maintain and pursue each material application relating to the Patents, Trademarks and/or Copyrights (and to obtain the relevant grant or registration) and to maintain each issued Patent and each registration of the Trademarks and Copyrights that is material to the conduct of any Grantor's business, including timely filings of applications for renewal, affidavits of use, affidavits of incontestability and payment of maintenance fees, and, if consistent with good business judgment, to initiate opposition, interference and cancellation proceedings against third parties.

 (g) In the event that any Grantor has reason to believe that any Collateral consisting of a Patent, Trademark or Copyright material to the conduct of any Grantor's business has been or is about to be infringed, misappropriated or diluted by a third party, such Grantor promptly shall notify the Collateral Agent and shall, if consistent with good business judgment, promptly sue for infringement, misappropriation or dilution and to recover any and all damages for such infringement, misappropriation or dilution, and take such other actions as are appropriate under the circumstances to protect such Collateral.

 (h) Upon and during the continuance of an Event of Default, each Grantor shall use its best efforts to obtain all requisite consents or approvals from the licensor of each Copyright License, Patent License or Trademark License to effect the assignment of all of such Grantor's right, title and interest thereunder to the Collateral Agent or its designee.

ARTICLE V

Power of Attorney

 Each Grantor irrevocably makes, constitutes and appoints the Collateral Agent (and all officers, employees or agents designated by the Collateral Agent) as such Grantor's true and lawful agent and attorney-in-fact, and in such capacity the Collateral Agent shall have the right, with power of substitution for each Grantor and in each Grantor's name or otherwise, for the use and benefit of the Collateral Agent and the Secured Parties, upon the occurrence and during the continuance of an Event of Default (a) to receive, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Collateral or any part thereof; (b) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Collateral; (c) to sign the name of any Grantor on any invoice or bill of lading relating to any of the Collateral; (d) to send verifications of Accounts Receivable t any Account Debtor; (e) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or to enforce any rights in respect of any Collateral; (f) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Collateral; (g) to notify, or to require any Grantor to notify, Account Debtors to make payment directly to the Collateral Agent; and (h) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Collateral, and to do all other acts and things necessary to carry out the purposes of this Agreement, as fully and completely as though the Collateral Agent were the absolute owner of the Collateral for all purposes; provided, however, that nothing herein contained shall be construed as requiring or obligating the Collateral Agent or any Secure d Party to make any commitment or to make any inquiry as to the nature or sufficiency of

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any payment received by the Collateral Agent or any Secured Party, or to present or file any claim or notice, or to take any action with respect to the Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby, and no action taken or omitted to be taken by the Collateral Agent or any Secured Party with respect to the Collateral or any part thereof shall give rise to any defense, counterclaim or offset in favor of any Grantor or to any claim or action against the Collateral Agent or any Secured Party. It is understood and agreed that the appointment of the Collateral Agent as the agent and attorney-in-fact of the Grantors for the purposes set forth above is coupled with an interest and is irrevocable. The provisions of this Section shall in no event relieve any Grantor of any of its obligations hereunder or under any other Loan Document with respect to the Collate ral or any part thereof or impose any obligation on the Collateral Agent or any Secured Party to proceed in any particular manner with respect to the Collateral or any part thereof, or in any way limit the exercise by the Collateral Agent or any Secured Party of any other or further right which it may have on the date of this Agreement or hereafter, whether hereunder, under any other Loan Document, by law or otherwise.

ARTICLE VI

Remedies

 SECTION 6.01. Subordination. Notwithstanding anything to the contrary contained in this Agreement, all rights and remedies set forth in this Agreement shall be subject to the subordination provisions set forth in Article X of the Revolving Credit Agreement and Article II of the Guarantee Agreement.

SECTION 6.02.  Remedies upon Default. Upon the occurrence and during the continuance of an Event of Default, each Grantor agrees to deliver each item of Collateral to the Collateral Agent on demand, and it is agreed that the Collateral Agent shall have the right to take any of or all the following actions at the same or different times: (a) with respect to any Collateral consisting of Intellectual Property, on demand, to cause the Security Interest to become an assignment, transfer and conveyance of any of or all such Collateral by the applicable Grantors to the Collateral Agent (except to the extent assignment, transfer or conveyance thereof would result in a loss of said Intellectual Property), or to license or sublicense, whether general, special or otherwise, and whether on an exclusive or non-exclusive basis, any such Collateral throughout the world on such terms and conditions and in such manner as the Collateral Agent shall determine (other than in violation of any then- isting licensing arrangements to the extent that waivers cannot be obtained), and (b) with or without legal process and with or without prior notice or demand for performance, to take possession of the Collateral and without liability for trespass to enter any premises where the Collateral may be located for the purpose of taking possession of or removing the Collateral and, generally, to exercise any and all rights afforded to a secured party under the UCC or other applicable law. Without limiting the generality of the foregoing, each Grantor agrees that the Collateral Agent shall have the right, subject to the mandatory requirements of applicable law, to sell or otherwise dispose of all or any part of the Collateral, at public or private sale or at any broker's board or on any securities exchange, for cash, upon credit or for future delivery as the Collateral Agent shall deem appropriate. The Collateral Agent shall be authorized at any such sale (if it deems it advisable to do so) to restrict the prospecti ve bidders or purchasers to Persons who will represent and agree that they are purchasing the Collateral for their own account for investment and not with a view to the distribution or sale thereof, and upon consummation of any such sale the Collateral Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so sold. Each such purchaser at any such sale shall hold the property sold absolutely, free from any claim or right on the part of any Grantor, and each Grantor hereby waives (to the extent permitted by law) all rights of redemption, stay and appraisal which such Grantor now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted.

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The Collateral Agent shall give the Grantors 10 days' written notice (which each Grantor agrees is a "reasonable authenticated notification of disposition" within the meaning of Section 9-611 of the UCC or its equivalent in other jurisdictions) of the Collateral Agent's intention to make any sale of Collateral. Such notice, in the case of a public sale, shall state the time and place for such sale and, in the case of a sale at a broker's board or on a securities exchange, shall state the board or exchange at which such sale is to be made and the day on which the Collateral, or portion thereof, will first be offered for sale at such board or exchange. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Collateral Agent may fix and state in the notice (if any) of such sale. At any such sale, the Collateral, or portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as the llateral Agent may (in its sole and absolute discretion) determine. The Collateral Agent shall not be obligated to make any sale of any Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such Collateral shall have been given. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In case any sale of all or any part of the Collateral is made on credit or for future delivery, the Collateral so sold may be retained by the Collateral Agent until the sale price is paid by the purchaser or purchasers thereof, but the Collateral Agent shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may be sold again upon like notice. At any public (or, to the extent permitted by law, private) sale made pursuant to this Section, any Secured Party may bid for or purchase, free (to the extent permitted by law) from any right of redemption, stay, valuation or appraisal on the part of any Grantor (all said rights being also hereby waived and released to the extent permitted by law), the Collateral or any part thereof offered for sale and may make payment on account thereof by using any Investor Revolver Obligation then due and payable to such Secured Party from any Grantor as a credit against the purchase price, and such Secured Party may, upon compliance with the terms of sale, hold, retain and dispose of such property without further accountability to any Grantor therefor. For purposes hereof a written agreement to purchase the Collateral or any portion thereof shall be treated as a sale thereof; the Collateral Agent shall be free to carry out such sale pursuant to such agreement and no Grantor shall be entitled to the re turn of the Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Collateral Agent shall have entered into such an agreement all Events of Default shall have been remedied and the Investor Revolver Obligations paid in full. As an alternative to exercising the power of sale herein conferred upon it, the Collateral Agent may proceed by a suit or suits at law or in equity to foreclose this Agreement and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver.

SECTION 6.03. Application of Proceeds. The Collateral Agent shall apply the proceeds of any collection or sale of the Collateral, as well as any Collateral consisting of cash, as follows:

FIRST, to the payment in full of any Bank Revolver Obligations outstanding, to the extent that the Bank Loan Documentation is in force;

SECOND, to the payment of all costs and reasonable expenses incurred by the Administrative Agent or the Collateral Agent (in its capacity as such hereunder or under any other Loan Document) in connection with such collection or sale or otherwise in connection with this Agreement or any of the Investor Revolver Obligations, including all court costs and the reasonable fees and expenses of its agents and legal counsel, the repayment of all advances made by the Collateral Agent hereunder or under any other Loan Document on behalf of any Grantor and any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Loan Document;

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THIRD, to the payment in full of the Investor Revolver Obligations (the amounts so applied to be distributed among the Secured Parties pro rata in accordance with the amounts of the Investor Revolver Obligations owed to them on the date of any such distribution);

FOURTH, to the payment in full of the Indenture Obligations outstanding; and

FIFTH, to the Grantors, their successors or assigns, or as a court of competent jurisdiction may otherwise direct.

 The Collateral Agent shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement. Upon any sale of the Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Collateral Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Collateral Agent or such officer or be answerable in any way for the misapplication thereof.

 SECTION 6.04. Grant of License to Use Intellectual Property. For the purpose of enabling the Collateral Agent to exercise rights and remedies under this Article at such time as the Collateral Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor hereby grants to the Collateral Agent an irrevocable, non-exclusive license (exercisable without payment of royalty or other compensation to the Grantors) to use, license or sub-license any of the Collateral consisting of Intellectual Property now owned or hereafter acquired by such Grantor, and wherever the same may be located, and including in such license reasonable access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof. The use of such license by the Collateral Agent shall be exercised, at the option of the Collateral Agent, upon the occurrence and during the continuation of an Event of Defa t; provided that any license, sub-license or other transaction entered into by the Collateral Agent in accordance herewith shall be binding upon the Grantors notwithstanding any subsequent cure of an Event of Default.

ARTICLE VII

Miscellaneous

SECTION 7.01. Notices. All communications and notices hereunder shall (except as otherwise expressly permitted herein) be in writing and given as provided in Section 11.01 of the Revolving Credit Agreement. All communications and notices hereunder to any Guarantor shall be given to it at its address or telecopy number set forth on Schedule I, with a copy to the Borrower.

SECTION 7.02. Security Interest Absolute. All rights of the Collateral Agent hereunder, the Security Interest and all obligations of the Grantors hereunder shall be absolute and unconditional irrespective of (a) any lack of validity or enforceability of the Revolving Credit Agreement, any other Loan Document, any agreement with respect to any of the Investor Revolver Obligations or any other agreement or instrument relating to any of the foregoing, (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Investor Revolver Obligations, or any other amendment or waiver of or any consent to any departure from the Revolving Credit Agreement, any other Loan Document or any other agreement or instrument, (c) any exchange, release or non-perfection of any Lien on other collateral, or any release or amendment or waiver of or consent under or departure from any guarantee, securing or guaranteeing all or any of the Investor Rev ver Obligations, or (d) any other circumstance that might otherwise constitute a defense available to, or a discharge of, any Grantor in respect of the Investor Revolver Obligations or this Agreement.

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SECTION 7.03. Survival of Agreement. All covenants, agreements, representations and warranties made by any Grantor herein and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Agreement shall be considered to have been relied upon by the Secured Parties and shall survive the making by the Lenders of the Loans, and the execution and delivery to the Lenders of any notes evidencing such Loans, regardless of any investigation made by the Lenders or on their behalf, and shall continue in full force and effect until this Agreement shall terminate.

SECTION 7.04. Binding Effect; Several Agreement. This Agreement shall become effective as to any Grantor when a counterpart hereof executed on behalf of such Grantor shall have been delivered to the Collateral Agent and a counterpart hereof shall have been executed on behalf of the Collateral Agent, and thereafter shall be binding upon such Grantor and the Collateral Agent and their respective successors and assigns, and shall inure to the benefit of such Grantor, the Collateral Agent and the other Secured Parties and their respective successors and assigns, except that no Grantor shall have the right to assign or transfer its rights or obligations hereunder or any interest herein or in the Collateral (and any such assignment or transfer shall be void) except as expressly contemplated by this Agreement or the other Loan Documents. This Agreement shall be construed as a separate agreement with respect to each Grantor and may be amended, modified, supplemented, waived or release with respect to any Grantor without the approval of any other Grantor and without affecting the obligations of any other Grantor hereunder.

SECTION 7.05. Successors and Assigns. Whenever in this Agreement any of the parties hereto is referred to, such reference shall be deemed to include the successors and assigns of such party; and all covenants, promises and agreements by or on behalf of any Grantor or the Collateral Agent that are contained in this Agreement shall bind and inure to the benefit of their respective successors and assigns.

SECTION 7.06. Collateral Agent's Fees and Expenses; Indemnification. (a) Each Grantor jointly and severally agrees to pay upon demand to the Collateral Agent the amount of any and all reasonable expenses, including the reasonable fees, disbursements and other charges of its counsel and of any experts or agents, which the Collateral Agent may incur in connection with (i) the administration of this Agreement, (ii) the custody or preservation of, or the sale of, collection from or other realization upon any of the Collateral, (iii) the exercise, enforcement or protection of any of the rights of the Collateral Agent hereunder or (iv) the failure of any Grantor to perform or observe any of the provisions hereof applicable to it.

(b) Without limitation of its indemnification obligations under the other Loan Documents, each Grantor jointly and severally agrees to indemnify the Collateral Agent and the other Indemnitees against, and hold each of them harmless from, any and all losses, claims, damages, liabilities and related expenses, including reasonable fees, disbursements and other charges of counsel, incurred by or asserted against any of them arising out of, in any way connected with, or as a result of, the execution, delivery or performance of this Agreement or any claim, litigation, investigation or proceeding relating hereto or to the Collateral, whether or not any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses have resulted from the gross negligence or willful misconduct of such Indemnitee as determined in a final judgment by a court of competent jurisdictio

 (c) Any such amounts payable as provided hereunder shall be additional Investor Revolver Obligations secured hereby and by the other Security Documents. The provisions of this Section 7.06 shall remain operative and in full force and effect regardless of the termination of this Agreement or any other Loan Document, the consummation of the transactions contemplated hereby, the repayment of any of the

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Loans, the invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document, or any investigation made by or on behalf of the Collateral Agent or any Lender. All amounts due under this Section 7.06 shall be payable on written demand therefor.

SECTION 7.07. GOVERNING LAW. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.

SECTION 7.08. Waivers; Amendment. (a) No failure or delay of the Collateral Agent in exercising any power or right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Collateral Agent hereunder and of the Collateral Agent, the Administrative Agent and the Lenders under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provisions of this Agreement or any other Loan Document or consent to any departure by any Grantor therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which iven. No notice to or demand on any Grantor in any case shall entitle such Grantor or any other Grantor to any other or further notice or demand in similar or other circumstances.

(b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Collateral Agent and the Grantor or Grantors with respect to which such waiver, amendment or modification is to apply, subject to any consent required in accordance with Section 11.02 of the Revolving Credit Agreement.

SECTION 7.09. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS, AS APPLICABLE, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 7.09.

SECTION 7.10. Limitation on Security Interest. Anything contained in this Agreement to the contrary notwithstanding, the obligation hereunder secured by each Guarantor shall be limited to a maximum aggregate amount equal to the greatest amount that would not render such Guarantor's secured obligations hereunder subject to avoidance as a fraudulent transfer or conveyance under Section 548 of Title 11 of the United States Code or any provisions of applicable state law (collectively, the "Fraudulent Transfer Laws"), in each case after giving effect to all liabilities of such Guarantor, contingent or otherwise, that would be taken into account in determining whether the incurrence of the obligation would constitute a fraudulent conveyance under the Fraudulent Transfer Laws and after giving effect, both in determining such Guarantor's probable debt hereunder and in determining its assets, to the existence of any rights to subrogation, contribution, reimbursement, indemni or similar rights of such Guarantor pursuant to (a) applicable law or (b) any agreement, including the Indemnity, Subrogation and Contribution Agreement.

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SECTION 7.11. Severability. In the event any one or more of the provisions contained in this Agreement should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein 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 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 7.12 Counterparts. This Agreement may be executed in two or more counterparts, each of which shall constitute an original but all of which when taken together shall constitute but one contract (subject to Section 7.04), and shall become effective as provided in Section 7.04. Delivery of an executed signature page to this Agreement by facsimile transmission shall be effective as delivery of a manually executed counterpart hereof.

SECTION 7.13. Headings. Article and Section headings used herein are for the purpose of reference only, are not part of this Agreement and are not to affect the construction of, or to be taken into consideration in interpreting, this Agreement.

SECTION 7.14. Jurisdiction; Consent to Service of Process. (a) Each Grantor hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of any New York State court or Federal court of the United States of America sitting in New York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or the other Loan Documents, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each Grantor agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that the llateral Agent, the Administrative Agent or any Lender may otherwise have to bring any action or proceeding relating to this Agreement or the other Loan Documents against any Grantor or its properties in the courts of any jurisdiction.

(b) Each Grantor hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or the other Loan Documents in any New York State or Federal court. Each Grantor hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

(c) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 7.01. Nothing in this Agreement will affected the right of any party to this Agreement to serve process in any other manner permitted by law.

SECTION 7.15. Termination. This Agreement and the Security Interest shall terminate when all the Investor Revolver Obligations have been performed or indefeasibly paid in full in cash, as applicable and the Lenders have no further commitment to lend under the Revolving Credit Agreement, at which time the Collateral Agent shall execute and deliver to the Grantors, at the Grantors' expense, all UCC termination statements and similar documents which the Grantors shall reasonably request to evidence such termination. Any execution and delivery of termination statements or documents pursuant to this Section 7.15 shall be without recourse to or warranty by the Collateral Agent. A Grantor shall

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automatically be released from its obligations hereunder and the Security Interest in the Collateral of such Grantor shall be automatically released in the event that such Grantor ceases to be a Subsidiary pursuant to a transaction permitted under the Loan Doc ents, at which time the Collateral Agent shall execute and deliver to any Grantor, at such Grantor's expense, all documents that such Grantor shall reasonably request to evidence such release.

SECTION 7.16. Additional Grantors. Pursuant to Section 5.12 of the Revolving Credit Agreement, each Subsidiary Loan Party that was not in existence or not a Subsidiary Loan Party on the date of the Revolving Credit Agreement is required to enter in to this Agreement as a Grantor upon becoming a Subsidiary Loan Party. Upon execution and delivery by the Collateral Agent and a Subsidiary of an instrument in the form of Annex 2 hereto, such Subsidiary shall become a Grantor hereunder with the same force and effect as if originally named as a Grantor herein. The execution and delivery of any such instrument shall not require the consent of any Grantor hereunder. The rights and obligations of each Grantor hereunder shall remain in full force and effect notwithstanding the addition of any new Grantor as a party to this Agreement.

 IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and year first above written.

MEMC ELETRONIC MATERIALS, INC.

By: /s/ James M. Stolze
Name: James M. Stolze
Title: Executive Vice President, Chief Financial Officer

By: /s/ Kenneth L. Young
Name: Kenneth L. Young
Title: Treasurer

EACH OF THE GUARANTORS LISTED ON SCHEDULE I HERETO 

By: /s/ Kenneth L. Young
Name: Kenneth L. Young, in his capacity as Treasurer for each of the Guarantors listed on Schedule I hereto

CITICORP USA, INC., as Administrative Agent and Collateral Agent

By: /s/ Allen Fisher
Name: Allen Fisher
Title: Vice President

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EX-10.AAA(2)

Exhibit 10-aaa(2)

PLEDGE AGREEMENT dated as of March 3, 2003 among MEMC ELECTRONIC MATERIALS, INC., a Delaware corporation ("Borrower"), each subsidiary of the Borrower listed on Schedule I hereto (each such subsidiary individually a "Subsidiary Pledgor" and collectively, the "Subsidiary Pledgors"; the Borrower and the Subsidiary Pledgors are referred to herein individually as a "Pledgor" and collectively as the "Pledgors") and CITICORP USA, INC., as collateral agent (in such capacity, the "Collateral Agent") for the Secured Parties (as defined in the Security Agreement).

Reference is made to (a) the Revolving Credit Agreement dated as of December 5, 2002 (as amended, supplemented or otherwise modified from time to time, the "Revolving Credit Agreement"), among the Borrower, the lenders from time to time party thereto (the "Lenders"), the Collateral Agent and Citicorp USA, Inc., as administrative agent for the Lenders (in such capacity, the "Administrative Agent") and (b) the Guarantee Agreement dated as of March 3, 2003 (as amended, supplemented or otherwise modified from time to time, the "Guarantee Agreement") among the Subsidiary Pledgors and the Collateral Agent. Capitalized terms used herein and not defined herein shall have meanings assigned to such terms in the Revolving Credit Agreement.

 The Lenders have agreed to make Loans to the Borrower pursuant to, and upon the terms and subject to the conditions specified in, the Revolving Credit Agreement. The Pledgors have agreed to guarantee, among other things, all the obligations of the Borrower under the Revolving Credit Agreement on a senior subordinated basis as set forth in Article X of the Revolving Credit Agreement and Article II of the Guarantee Agreement. The obligations of the Lenders to make Loans are conditioned upon, among other things, the execution and delivery by the Pledgors of a Pledge Agreement in the form hereof to secure (a) the due and punctual payment of (i) the principal of and premium, if any, and interest (including interest accruing during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding) on the Loans, when and as due, whether at maturity, by acceleration, upon one or more dates set for pre yment or otherwise and (ii) all other monetary obligations, including fees, costs, expenses and indemnities, whether primary, secondary, direct, contingent, fixed or otherwise (including monetary obligations incurred during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding), of the Loan Parties to the Secured Parties under the Revolving Credit Agreement and the other Loan Documents, (b) the due and punctual performance of all covenants, agreements, obligations and liabilities of the Loan Parties under or pursuant to the Revolving Credit Agreement and the other Loan Documents, (c) unless otherwise agreed to in writing by the applicable Lender party thereto, the due and punctual payment and performance of all obligations of the Borrower or any other Loan Party, monetary or otherwise, under each Hedging Agreement entered into with a counterparty that was a Lender (or an Affiliate of a Lender) at the time such Hedging Agreement was entered into and (d) the due and punctual payment and performance of all obligations in respect of overdrafts and related liabilities owed to the Administrative Agent or any of its Affiliates and arising from treasury, depositary and cash management services in connection with any automated clearing house transfers of funds (all the monetary and other obligations referred to in the preceding clauses (a) through (d) being referred to collectively as the "Investor Revolver Obligations").

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Accordingly, the Pledgors and the Collateral Agent, on behalf of itself and each Secured Party (and each of their respective successors or assigns), hereby agree as follows:

SECTION 1. Pledge. As security for the payment and performance, as the case may be, in full of the Investor Revolver Obligations, each Pledgor hereby pledges and grants to the Collateral Agent, its successors and assigns, and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in all of such Pledgor's right, title and interest in, to and under (a) the Equity Interests owned by it which are listed on Schedule II hereto and any Equity Interests obtained in the future by such Pledgor and the certificates representing all such Equity Interests (the "Pledged Interests"); provided that the Pledged Interests shall not include (i) more than 65% of the issued and outstanding voting stock of any Foreign Subsidiary, (ii) the outstanding voting stock of MEMC Korea Company, MEMC Kulim Electronic Materials, Sdn. Bhd., MEMC Southwest Inc. and Taisil Electronic Materials Corporation r (iii) to the extent that applicable law requires that a Subsidiary of such Pledgor issue directors' qualifying shares, such qualifying shares; (b)(i) the debt securities owned by it which are listed opposite the name of such Pledgor on Schedule II hereto, (ii) any debt securities in the future issued to such Pledgor and (iii) the promissory notes and any other instruments evidencing such debt securities (the "Pledged Debt Securities"); (c) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms hereof; (d) subject to Section 5, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed, in respect of, in exchange for or upon the conversion of the securities referred to in clauses (a) and (b) above; (e) subject to Section 5, all rights and privileges of such Pledgor with respect to the securities and other property ref erred to in clauses (a), (b), (c) and (d) above; and (f) all proceeds of any of the foregoing (the items referred to in clauses (a) through (f) above being collectively referred to as the "Collateral"). Upon delivery to the Collateral Agent, (a) any Pledged Interests, any Pledged Debt Securities or any stock certificates, notes or other securities now or hereafter included in the Collateral (the "Pledged Securities") shall be accompanied by stock powers duly executed in blank or other instruments of transfer satisfactory to the Collateral Agent and by such other instruments and documents as the Collateral Agent may reasonably request and (b) all other property comprising part of the Collateral shall be accompanied by proper instruments of assignment duly executed by the applicable Pledgor and such other instruments or documents as the Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the secur ities theretofore and then being pledged hereunder, which schedule shall be attached hereto as Schedule II and made a part hereof. Each schedule so delivered shall supersede any prior schedules so delivered.

 Any security interest granted hereunder shall be subject to the prior lien and security interest granted under the Bank Loan Documentation as security for the payment or performance, as the case may be, in full of the Bank Revolver Obligations (the "Senior Security Interest").

 TO HAVE AND TO HOLD the Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

 SECTION 2. Delivery of the Collateral. (a) Each Pledgor agrees promptly to deliver or cause to be delivered to the Collateral Agent any and all Pledged Securities, and any and all certificates or other instruments or documents representing the Collateral, unless such certificates, instruments or documents have already been delivered to and received by the Collateral Agent (as defined in the Bank Loan Documentation).

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(b) Each Pledgor will cause any Indebtedness for borrowed money owed to the Pledgor by any Person to be evidenced by a duly executed promissory note that is pledged and delivered to the Collateral Agent pursuant to the terms thereof, unless such promissory note has already been delivered to and received by the Collateral Agent (as defined in the Bank Loan Documentation).

 SECTION 3. Representations, Warranties and Covenants. Each Pledgor hereby represents, warrants and covenants, as to itself and the Collateral pledged by it hereunder, to and with the Collateral Agent that:

(a) the Pledged Interests represent that percentage as set forth on Schedule II of the issued and outstanding shares of each class of the Equity Interests of the issuer with respect thereto;

(b) except for the Senior Security Interest, 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 other than Liens permitted pursuant to Section 6.02 of the Revolving Credit Agreement, (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;

(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 or permitted by the Loan Documents, the Bank Loan Documentation and the Indenture Documentation), however arising, of all Persons whomsoever;

(d) no consent of any other Person (including stockholders or creditors of any Pledgor) and no consent or approval of any Governmental Authority or any securities exchange (other than consents already obtained by the Borrower under the Bank Loan Documentation, the Indenture Documentation and the Italian Guaranty) was or is necessary to the validity of the pledge effected hereby;

(e) by virtue of the execution and delivery by the Pledgors of this Agreement, when the Pledged Securities, certificates or other documents representing or evidencing the Collateral are delivered to the Collateral Agent in accordance with this Agreement, the Collateral Agent will have a valid and perfected lien upon and security interest in such Pledged Securities as security for the payment and performance of the Investor Revolver Obligations (subject only to the liens and security interest that comprise the Senior Security Interest);

(f) the pledge effected hereby is effective to vest in the Collateral Agent, on behalf of the Secured Parties, the rights of the Collateral Agent in the Collateral as set forth herein;

(g) all of the Pledged Interests have been duly authorized and validly issued and are fully paid and nonassessable;

(h) all information set forth herein relating to the Pledged Interests is accurate and complete in all material respects as of the date hereof; and

(i) the pledge of the Pledged Interests pursuant to this Agreement does not violate Regulation T, U or X of the Federal Reserve Board or any successor thereto as of the date hereof.

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SECTION 4. Registration in Nominee Name; Denominations. The Collateral Agent, on behalf of the Secured Parties, shall have the right (in its sole and absolute discretion) to hold the Pledged Securities in its own name as pledgee, the name of its nominee (as pledgee or as sub-agent) or the name of the Pledgors, endorsed or assigned in blank or in favor of the Collateral Agent. Each Pledgor will promptly give to the Collateral Agent copies of any notices or other communications received by it with respect to Pledged Securities registered in the name of such Pledgor. The Collateral Agent shall at all times have the right to exchange the certificates representing Pledged Securities for certificates of smaller or larger denominations for any purpose consistent with this Agreement.

 SECTION 5. Voting Rights; Dividends and Interest, etc. (a) Unless and until an Event of Default shall have occurred and be continuing:

(i) Each Pledgor shall be entitled to exercise any and all voting and/or other consensual rights and powers inuring to an owner of Pledged Securities or any part thereof for any purpose consistent with the terms of this Agreement, the Revolving Credit Agreement and the other Loan Documents; provided, however, that such Pledgor will not be entitled to exercise any such right if the result thereof could materially and adversely affect the rights inuring to a holder of the Pledged Securities or the rights and remedies of any of the Secured Parties under this Agreement or the Revolving Credit Agreement or any other Loan Document or the ability of the Secured Parties to exercise the same.

(ii) The Collateral Agent shall execute and deliver to each Pledgor, or cause to be executed and delivered to each Pledgor, all such proxies, powers of attorney and other instruments as such Pledgor may reasonably request for the purpose of enabling such Pledgor to exercise the voting and/or consensual rights and powers it is entitled to exercise pursuant to subparagraph (i) above and to receive the cash dividends it is entitled to receive pursuant to subparagraph (iii) below.

(iii) Each Pledgor shall be entitled to receive and retain any and all cash dividends, interest and principal paid on the Pledged Securities to the extent and only to the extent that such cash dividends, interest and principal are permitted by, and otherwise paid in accordance with, the terms and conditions of the Revolving Credit Agreement, the other Loan Documents and applicable laws. All noncash dividends, interest and principal, and all dividends, interest and principal paid or payable in cash or otherwise in connection with a partial or total liquidation or dissolution, return of capital, capital surplus or paid-in surplus, and all other distributions (other than distributions referred to in the preceding sentence) made on or in respect of the Pledged Securities, whether paid or payable in cash or otherwise, whether resulting from a subdivision, combination or reclassification of the outstanding capital stock of the issuer of any Pledged Securities or received in exchange for Pl ged Securities or any part thereof, or in redemption thereof, or as a result of any merger, consolidation, acquisition or other exchange of assets to which such issuer may be a party or otherwise, shall be and become part of the Collateral, and, if received by any Pledgor, shall not be commingled by such Pledgor with any of its other funds or property but shall be held separate and apart therefrom, shall be held in trust for the benefit of the Collateral Agent and shall be forthwith delivered to the Collateral Agent in the same form as so received (with any necessary endorsement).

(iv) With regard to the pledge of the shares of MEMC Electronic Materials S.p.A, the Collateral Agent shall take all reasonable actions required by applicable mandatory provisions of Italian law in order to enable the Pledgors to exercise all the rights to which the Pledgors are entitled under this Section 5.

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(b) Upon the occurrence and during the continuance of an Event of Default, all rights of any Pledgor to dividends, interest or principal that such Pledgor is authorized to receive pursuant to paragraph (a)(iii) above shall cease, and all such rights shall thereupon become vested in the Collateral Agent, which shall subject to the provisions of this paragraph (b) have the sole and exclusive right and authority to receive and retain such dividends, interest or principal. All dividends, interest or principal received by the Pledgor contrary to the provisions of this Section 5 shall be held in trust for the benefit of the Collateral Agent, shall be segregated from other property or funds of such Pledgor and shall be forthwith delivered to the Collateral Agent upon demand in the same form as so received (with any necessary endorsement). Any and all money and other property paid over to or received by the Collateral Agent pursuant to the provisions of this paragraph (b) hall be retained by the Collateral Agent in an account to be established by the Collateral Agent upon receipt of such money or other property and shall be applied in accordance with the provisions of Section 7. After all Events of Default have been cured or waived, the Collateral Agent shall promptly repay to each Pledgor all cash dividends, interest or principal (without interest), that such Pledgor would otherwise be permitted to retain pursuant to the terms of paragraph (a)(iii) above and which remain in such account.

(c) Upon the occurrence and during the continuance of an Event of Default, all rights of any Pledgor to exercise the voting and consensual rights and powers it is entitled to exercise pursuant to paragraph (a)(i) of this Section 5, and the obligations of the Collateral Agent under paragraph (a)(ii) of this Section 5, shall cease, and all such rights shall thereupon become vested in the Collateral Agent, which shall have the sole and exclusive right and authority to exercise such voting and consensual rights and powers, provided that, unless otherwise directed by the Required Lenders, the Collateral Agent shall have the right from time to time following and during the continuance of an Event of Default to permit the Pledgors to exercise such rights. After all Events of Default have been cured or waived, each Pledgor will have the right to exercise the voting and consensual rights and powers that it would otherwise be entitled to exercise pursuant to the term of paragraph (a)(i) above.

 SECTION 6. Remedies upon Default. Upon the occurrence and during the continuance of an Event of Default, subject to applicable regulatory and legal requirements, the Collateral Agent may sell the Collateral, or any part thereof, at public or private sale or at any broker's board or on any securities exchange, for cash, upon credit or for future delivery as the Collateral Agent shall deem appropriate. The Collateral Agent shall be authorized at any such sale (if it deems it advisable to do so) to restrict the prospective bidders or purchasers to Persons who will represent and agree that they are purchasing the Collateral for their own account for investment and not with a view to the distribution or sale thereof, and upon consummation of any such sale the Collateral Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so sold. Each such purchaser at any such sale shall hold the property sold absolutely free from any claim or right on e part of any Pledgor, and, to the extent permitted by applicable law, the Pledgors hereby waive all rights of redemption, stay, valuation and appraisal any Pledgor now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted.

The Collateral Agent shall give a Pledgor 10 days' prior written notice (which each Pledgor agrees is a "reasonable authenticated notification of disposition" within the meaning of Section 9-611 of the UCC (as defined in the Security Agreement) of the Collateral Agent's intention to make any sale of such Pledgor's Collateral. Such notice, in the case of a public sale, shall state the time and place for such sale and, in the case of a sale at a broker's board or on a securities exchange, shall state the board or exchange at which such sale is to be made and the day on which the Collateral, or portion thereof, will first be offered for sale at such board or exchange. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Collateral Agent may fix and state in the notice of such sale. At any such sale, the Collateral, or portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as the ollateral Agent may (in its sole and absolute

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discretion) determine. The Collateral Agent shall not be obligated to make any sale of any Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such Collateral shall have been given. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In case any sale of all or any part of the Collateral is made on credit or for future delivery, the Collateral so sold may be retained by the Collateral Agent until the sale price is paid in full by the purchaser or purchasers thereof, but the Collateral Agent shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may be s old again upon like notice. At any public (or, to the extent permitted by applicable law, private) sale made pursuant to this Section 6, any Secured Party may bid for or purchase, free from any right of redemption, stay or appraisal on the part of any Pledgor (all said rights being also hereby waived and released), the Collateral or any part thereof offered for sale and may make payment on account thereof by using any Investor Revolver Obligation then due and payable to it from such Pledgor as a credit against the purchase price, and it may, upon compliance with the terms of sale, hold, retain and dispose of such property without further accountability to such Pledgor therefor. For purposes hereof, (a) a written agreement to purchase the Collateral or any portion thereof shall be treated as a sale thereof, (b) the Collateral Agent shall be free to carry out such sale pursuant to such agreement and (c) such Pledgor shall not be entitled to the return of the Collateral or any portion thereof sub ject thereto, notwithstanding the fact that after the Collateral Agent shall have entered into such an agreement all Events of Default shall have been remedied and the Investor Revolver Obligations paid in full. As an alternative to exercising the power of sale herein conferred upon it, the Collateral Agent may proceed by a suit or suits at law or in equity to foreclose upon the Collateral and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver.

 SECTION 7. Application of Proceeds of Sale. The Collateral Agent shall apply the proceeds of any collection or sale of the Collateral, as well as any Collateral consisting of cash, as follows:

 FIRST, to the payment in full of any Bank Revolver Obligations outstanding, to the extent that the Bank Loan Documentation is in force;

SECOND, to the payment of all costs and reasonable expenses incurred by the Administrative Agent or the Collateral Agent (in its capacity as such hereunder or under any other Loan Document) in connection with such collection or sale or otherwise in connection with this Agreement or any of the Investor Revolver Obligations, including all court costs and the reasonable fees and expenses of its agents and legal counsel, the repayment of all advances made by the Collateral Agent hereunder or under any other Loan Document on behalf of any Pledgor and any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Loan Document;

SECOND, to the payment in full of the Investor Revolver Obligations (the amounts so applied to be distributed among the Secured Parties pro rata in accordance with the amounts of the Investor Revolver Obligations owed to them on the date of any such distribution);

THIRD, to the payment in full of the Indenture Obligations outstanding; and

FOURTH, to the Pledgors, their successors or assigns, or as a court of competent jurisdiction may otherwise direct.

The Collateral Agent shall have absolute discretion as to the time of application of any such proceeds,

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moneys or balances in accordance with this Agreement. Upon any sale of the Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the purchase money by the Collateral Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Collateral Agent or such officer or be answerable in any way for the misapplication thereof.

SECTION 8. Reimbursement of Collateral Agent.  (a)  Each Pledgor agrees to pay upon demand to the Collateral Agent the amount of any and all reasonable expenses, including the reasonable fees, other charges and disbursements of its counsel and of any experts or agents, that the Collateral Agent may incur in connection with (i) the administration of this Agreement, (ii) the custody or preservation of, or the sale of, collection from, or other realization upon, any of the Collateral, (iii) the exercise or enforcement of any of the rights of the Collateral Agent hereunder or (iv) the failure by such Pledgor to perform or observe any of the provisions hereof.

(b) Without limitation of its indemnification obligations under the other Loan Documents, each Pledgor agrees to indemnify the Collateral Agent and the Indemnitees (as defined in Section 11.03 of the Revolving Credit Agreement) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including reasonable counsel fees, other charges and disbursements, incurred by or asserted against any Indemnitee arising out of, in any way connected with, or as a result of (i) the execution or delivery of this Agreement or any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations thereunder or the consummation of the other transactions contemplated thereby or (ii) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto, provided that such indemnity hall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee.

(c) Any amounts payable as provided hereunder shall be additional Investor Revolver Obligations secured hereby and by the other Security Documents. The provisions of this Section 8 shall remain operative and in full force and effect regardless of the termination of this Agreement, the consummation of the transactions contemplated hereby, the repayment of any of the Investor Revolver Obligations, the invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document or any investigation made by or on behalf of the Collateral Agent or any other Secured Party. All amounts due under this Section 8 shall be payable on written demand therefor and shall bear interest at the rate specified in Section 2.10(c) of the Revolving Credit Agreement.

SECTION 9. Collateral Agent Appointed Attorney-in-Fact. Each Pledgor hereby appoints the Collateral Agent the attorney-in-fact of such Pledgor for the purpose of carrying out the provisions of this Agreement and taking any action and executing any instrument that the Collateral Agent may deem necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest. Without limiting the generality of the foregoing, the Collateral Agent shall have the right, upon the occurrence and during the continuance of an Event of Default, with full power of substitution either in the Collateral Agent's name or in the name of such Pledgor, to ask for, demand, sue for, collect, receive and give acquittance for any and all moneys due or to become due under and by virtue of any Collateral, to endorse checks, drafts, orders and other instruments for the payment of money payable to the Pledgor representing any interest or dividend or other distribut n payable in respect of the Collateral or any part thereof or on account thereof and to give full discharge for the same, to settle, compromise, prosecute or defend any action, claim or proceeding with respect thereto, and to sell, assign, endorse, pledge, transfer and to make any agreement respecting, or otherwise deal with, the

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same; provided, however, that nothing herein contained shall be construed as requiring or obligating the Collateral Agent to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agent, or to present or file any claim or notice, or to take any action with respect to the Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby. The Collateral Agent and the other Secured Parties shall be accountable only for amounts actually received as a result of the exercise of the powers granted to them herein, and neither they nor their officers, directors, empl oyees or agents shall be responsible to any Pledgor for any act or failure to act hereunder, except for their own gross negligence or willful misconduct.

SECTION 10. Waivers; Amendment.  (a)  No failure or delay of the Collateral Agent in exercising any power or right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Collateral Agent hereunder and of the other Secured Parties under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provisions of this Agreement or consent to any departure by any Pledgor therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on any Pledgor in an case shall entitle such Pledgor to any other or further notice or demand in similar or other circumstances.

(b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to a written agreement entered into between the Collateral Agent and the Pledgor or Pledgors with respect to which such waiver, amendment or modification is to apply, subject to any consent required in accordance with Section 11.02 of the Revolving Credit Agreement.

SECTION 11. Securities Act, etc. In view of the position of the Pledgors in relation to the Pledged Securities, or because of other current or future circumstances, a question may arise under the Securities Act of 1933, as now or hereafter in effect, or any similar statute hereafter enacted analogous in purpose or effect (such Act and any such similar statute as from time to time in effect being called the "Federal Securities Laws") with respect to any disposition of the Pledged Securities permitted hereunder. Each Pledgor understands that compliance with the Federal Securities Laws might very strictly limit the course of conduct of the Collateral Agent if the Collateral Agent were to attempt to dispose of all or any part of the Pledged Securities, and might also limit the extent to which or the manner in which any subsequent transferee of any Pledged Securities could dispose of the same. Similarly, there may be other legal restrictions or limitations affecting the Coll eral Agent in any attempt to dispose of all or part of the Pledged Securities under applicable Blue Sky or other state securities laws or similar laws analogous in purpose or effect. Each Pledgor recognizes that in light of such restrictions and limitations the Collateral Agent may, with respect to any sale of the Pledged Securities, limit the purchasers to those who will agree, among other things, to acquire such Pledged Securities for their own account, for investment, and not with a view to the distribution or resale thereof. Each Pledgor acknowledges and agrees that in light of such restrictions and limitations, the Collateral Agent, in its sole and absolute discretion, (a) may proceed to make such a sale whether or not a registration statement for the purpose of registering such Pledged Securities or part thereof shall have been filed under the Federal Securities Laws and (b) may approach and negotiate with a single potential purchaser to effect such sale, in either case in accordance with a v alid exemption from registration under the Federal Securities Laws. Each Pledgor acknowledges and agrees that any such sale might result in prices and other terms less favorable to the seller than if such sale were a public sale without such restrictions. In the event of any such sale, the Collateral Agent shall incur no responsibility or liability for selling all or any part of the Pledged Securities at a price that the Collateral Agent, in its sole and absolute discretion, may in good faith deem

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reasonable under the circumstances, notwithstanding the possibility that a substantially higher price might have been realized if the sale were deferred until after registration as aforesaid or if more than a single purchaser were approached. The provisions of this Section 11 will apply notwithstanding the existence of a public or private market upon which the quotations or sales prices may exceed substantially the price at which the Collateral Agent sells.

SECTION 12. Registration, etc. Each Pledgor agrees that, upon the occurrence and during the continuance of an Event of Default, if for any reason the Collateral Agent desires to sell any of the Pledged Securities at a public sale, it will, at any time and from time to time, upon the written request of the Collateral Agent, use its reasonable best efforts to take or to cause the issuer of such Pledged Securities to take such action and prepare, distribute and/or file such documents, as are required or advisable in the reasonable opinion of counsel for the Collateral Agent to permit the public sale of such Pledged Securities. Each Pledgor further agrees to indemnify, defend and hold harmless the Collateral Agent, each other Secured Party, any underwriter and their respective officers, directors, affiliates and controlling Persons from and against all loss, liability, expenses, costs of counsel (including, without limitation, reasonable fees and expenses to the Collateral Agent o legal counsel), and claims (including the costs of investigation) that they may incur insofar as such loss, liability, expense or claim arises out of or is based upon any alleged untrue statement of a material fact contained in any prospectus (or any amendment or supplement thereto) or in any notification or offering circular, or arises out of or is based upon any alleged omission to state a material fact required to be stated therein or necessary to make the statements in any thereof not misleading, except insofar as the same may have been caused by any untrue statement or omission based upon information furnished in writing to such Pledgor or the issuer of such Pledged Securities by the Collateral Agent or any other Secured Party expressly for use therein. Each Pledgor further agrees, upon such written request referred to above, to use its reasonable best efforts to qualify, file or register, or cause the issuer of such Pledged Securities to qualify, file or register, any of the Pledged Securities under th e Blue Sky or other securities laws of such states as may be requested by the Collateral Agent and keep effective, or cause to be kept effective, all such qualifications, filings or registrations. Each Pledgor will bear all costs and expenses of carrying out its obligations under this Section 12. Each Pledgor acknowledges that there is no adequate remedy at law for failure by it to comply with the provisions of this Section 12 and that such failure would not be adequately compensable in damages, and therefore agrees that its agreements contained in this Section 12 may be specifically enforced.

SECTION 13. Security Interest Absolute. All rights of the Collateral Agent hereunder, the grant of a security interest in the Collateral and all obligations of each Pledgor hereunder, shall be absolute and unconditional irrespective of (a) any lack of validity or enforceability of the Revolving Credit Agreement, any other Loan Document, any agreement with respect to any of the Investor Revolver Obligations or any other agreement or instrument relating to any of the foregoing, (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Investor Revolver Obligations, or any other amendment or waiver of or any consent to any departure from the Revolving Credit Agreement, any other Loan Document or any other agreement or instrument relating to any of the foregoing, (c) any exchange, release or nonperfection of any other collateral, or any release or amendment or waiver of or consent to or departure from any guaranty, for all r any of the Investor Revolver Obligations or (d) any other circumstance that might otherwise constitute a defense available to, or a discharge of, any Pledgor in respect of the Investor Revolver Obligations or in respect of this Agreement (other than the indefeasible payment in full of all the Investor Revolver Obligations).

SECTION 14. Termination or Release. (a)  This Agreement and the security interests granted hereby shall terminate when all the Investor Revolver Obligations have been performed or indefeasibly paid in full in cash, as applicable and the Lenders have no further commitment to lend under the Revolving Credit Agreement.

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(b) Upon any sale or other transfer by any Pledgor of any Collateral that is permitted under the Revolving Credit Agreement to any Person that is not a Pledgor, or, upon the effectiveness of any written consent to the release of the security interest granted hereby in any Collateral pursuant to Section 11.02 of the Revolving Credit Agreement, the security interest in such Collateral shall be automatically released.

(c) In connection with any termination or release pursuant to paragraph (a) or (b) or Section 17, the Collateral Agent shall execute and deliver to any Pledgor, at such Pledgor's expense, all documents that such Pledgor shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section 14 shall be without recourse to or warranty by the Collateral Agent.

SECTION 15. Notices. All communications and notices hereunder shall be in writing and given as provided in Section 11.01 of the Revolving Credit Agreement. All communications and notices hereunder to any Subsidiary Pledgor shall be given to it at the address or telecopy number set forth on Schedule I, with a copy to the Borrower.

SECTION 16. Further Assurances. Each Pledgor agrees to do such further acts and things, and to execute and deliver such additional conveyances, assignments, agreements and instruments, as the Collateral Agent may at any time reasonably request in connection with the administration and enforcement of this Agreement or with respect to the Collateral or any part thereof or in order better to assure and confirm unto the Collateral Agent its rights and remedies hereunder.

SECTION 17. Binding Effect; Several Agreement; Assignments. Whenever in this Agreement any of the parties hereto is referred to, such reference shall be deemed to include the successors and assigns of such party; and all covenants, promises and agreements by or on behalf of any Pledgor that are contained in this Agreement shall bind and inure to the benefit of its successors and assigns. This Agreement shall become effective as to any Pledgor when a counterpart hereof executed on behalf of such Pledgor shall have been delivered to the Collateral Agent and a counterpart hereof shall have been executed on behalf of the Collateral Agent, and thereafter shall be binding upon such Pledgor and the Collateral Agent and their respective successors and assigns, and shall inure to the benefit of such Pledgor, the Collateral Agent and the other Secured Parties, and their respective successors and assigns, except that no Pledgor shall have the right to assign its rights hereunder or any i erest herein or in the Collateral (and any such attempted assignment shall be void), except as expressly contemplated by this Agreement or the other Loan Documents. In the event that a Pledgor ceases to be a Subsidiary pursuant to a transaction permitted under the Loan Documents, such Pledgor shall be released from its obligations under this Agreement without further action. This Agreement shall be construed as a separate agreement with respect to each Pledgor and may be amended, modified, supplemented, waived or released with respect to any Pledgor without the approval of any other Pledgor and without affecting the obligations of any other Pledgor hereunder.

SECTION 18. Survival of Agreement; Severability.  (a)  All covenants, agreements, representations and warranties made by each Pledgor herein and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Agreement or any other Loan Document shall be considered to have been relied upon by the Collateral Agent and the other Secured Parties and shall survive the making of the Loans by the Lenders regardless of any investigation made by the Secured Parties or on their behalf, and shall continue in full force and effect as long as any Investor Revolver Obligation remains unpaid and as long as the Commitments have not been terminated.

(b) In the event any one or more of the provisions contained in this Agreement should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining

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provisions contained herein 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 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 19. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

SECTION 20. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall constitute an original, but all of which, when taken together, shall constitute a single contract, and shall become effective as provided in Section 17. Delivery of an executed counterpart of a signature page to this Agreement by facsimile transmission shall be as effective as delivery of a manually executed counterpart of this Agreement.

SECTION 21. Rules of Interpretation. The rules of interpretation specified in Section 1.02 of the Revolving Credit Agreement shall be applicable to this Agreement. Section headings used herein are for convenience of reference only, are not part of this Agreement and are not to affect the construction of, or to be taken into consideration in interpreting this Agreement.

SECTION 22. Jurisdiction; Consent to Service of Process.  (a)  Each Pledgor hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of any New York State court or Federal court of the United States of America sitting in New York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or the other Loan Documents, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that, to the extent permitted by applicable law, all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other anner provided by law. Nothing in this Agreement shall affect any right that the Collateral Agent or any other Secured Party may otherwise have to bring any action or proceeding relating to this Agreement or the other Loan Documents against any Pledgor or its properties in the courts of any jurisdiction.

(b) Each Pledgor hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or the other Loan Documents in any New York State or Federal court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

(c) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 15. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

SECTION 23. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE,

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AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

SECTION 24. Limitation on Security Interest. Anything contained in this Agreement to the contrary notwithstanding, the obligation hereunder secured by each Subsidiary Pledgor shall be limited to a maximum aggregate amount equal to the greatest amount that would not render such Subsidiary Pledgor's secured obligations hereunder subject to avoidance as a fraudulent transfer or conveyance under Section 548 of Title 11 of the United States Code or any provisions of applicable state law (collectively, the "Fraudulent Transfer Laws"), in each case after giving effect to all liabilities of such Subsidiary Pledgor, contingent or otherwise, that would be taken into account in determining whether the incurrence of the obligation would constitute a fraudulent conveyance under the Fraudulent Transfer Laws and after giving effect, both in determining such Subsidiary Pledgor's probable debt hereunder and in determining its assets, to the existence of any rights to subrogation, co ribution, reimbursement, indemnity or similar rights of such Subsidiary Pledgor pursuant to (a) applicable law or (b) any agreement, including the Indemnity, Subrogation and Contribution Agreement.

SECTION 25. Additional Pledgors. Pursuant to Section 5.12 of the Revolving Credit Agreement, each Subsidiary Loan Party that was not in existence or not a Subsidiary Loan Party on the date of the Revolving Credit Agreement is required to enter into this Agreement as a Subsidiary Pledgor upon becoming a Subsidiary Loan Party. Upon execution and delivery by the Collateral Agent and a Subsidiary of an instrument in the form of Annex 1, such Subsidiary shall become a Subsidiary Pledgor hereunder with the same force and effect as if originally named as a Subsidiary Pledgor herein. The execution and delivery of such instrument shall not require the consent of any Pledgor hereunder. The rights and obligations of each Pledgor hereunder shall remain in full force and effect notwithstanding the addition of any new Subsidiary Pledgor as a party to this Agreement.

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and year first above written.

MEMC ELECTRONIC MATERIALS, INC.,
as Issuer

By: /s/ James M. Stolze
Name: James M. Stolze
Title: Executive Vice President, Chief Financial Officer

By /s/ Kenneth L. Young
Name: Kenneth L. Young
Title: Treasurer

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EACH OF THRE SUBSIDIARIES LISTD ON SCHEDULE I HERETO By /s/ Kenneth L. Young Name: Kenneth L. Young, in his capacity as Treasuer for each of the Subsidiaries listed on Schedule I hereto
	CITIBANK, N.A., as Trustee By: /s/ Allen Fisher Name: Allen Fisher Title: Vice President

Schedule I to the
Pledge Agreement

SUBSIDIARY PLEDGORS

Name	Address	County
MEMC International, Inc.	501 Pearl Drive P. O. Box 8 St. Peters, MO 63376	St. Charles
MEMC Pasadena, Inc.	3000 North South Street Pasadena, TX 77503	Harris
MEMC Southwest Inc.	6800 Highway 75 South Sherman, TX 75090	Grayson
PlasmaSil, LLC	501 Pearl Drive P. O. Box 8 St. Peters, MO 63376	St. Charles
SiBond, LLC	501 Pearl Drive P. O. Box 8 St. Peters, MO 63376	St. Charles

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MEMC Holdings Corporation 501 Pearl Drive
P. O. Box 8
St. Peters, MO 63376 St. Charles

Schedule II to the
Pledge Agreement

CAPITAL STOCK OR OTHER EQUITY INTERESTS

Issuer Number of
Certificate Registered
Owner Number and
Class of
Shares
or Other
Equity
Interests Percentage
of
Shares
or Other
Equity
Interests

DEBT SECURITIES

Issuer Principal
Amount  Date of Note Maturity Date

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Annex 1 to the
Pledge Agreement

SUPPLEMENT NO. [ ] dated as of [ ] to the PLEDGE AGREEMENT dated as of March 3, 2003, among MEMC ELECTRONIC MATERIALS, INC., a Delaware corporation, the "Borrower"), each subsidiary of Borrower listed on Schedule I thereto (each such subsidiary individually a "Subsidiary Pledgor"and collectively, the "Subsidiary Pledgors"; the Borrower and the Subsidiary Pledgors are referred to herein individually as a "Pledgor" and collectively as the "Pledgors") and CITICORP USA, INC., as collateral agent (in such capacity, the "Collateral Agent") for the Secured Parties (as defined in the Security Agreement).

A. Reference is made to (a) the Revolving Credit Agreement dated as of December 5, 2002 (as amended, supplemented or otherwise modified from time to time, the "Revolving Credit Agreement"), among the Borrower, the lenders from time to time party thereto (the "Lenders"), the Collateral Agent and Citicorp USA, Inc., as administrative agent for the Lenders (in such capacity, the "Administrative Agent") and (b) the Guarantee Agreement dated as of March 3, 2003 (as amended, supplemented or otherwise modified from time to time, the "Guarantee Agreement") among the Subsidiary Pledgors and the Collateral Agent.

B. Capitalized terms used herein and not defined herein shall have meanings assigned to such terms in the Revolving Credit Agreement.

A. The Pledgors have entered into the Pledge Agreement in order to induce the Lenders to make Loans. Pursuant to Section  5.12 of the Revolving Credit Agreement, each Subsidiary Loan Party that was not in existence or not a Subsidiary Loan Party on the date of the Revolving Credit Agreement is required to enter into the Pledge Agreement as a Subsidiary Pledgor upon becoming a Subsidiary Loan Party. Section 25 of the Pledge Agreement provides that such Subsidiaries may become Subsidiary Pledgors under the Pledge Agreement by execution and delivery of an instrument in the form of this Supplement. The undersigned Subsidiary (the "New Pledgor") is executing this Supplement in accordance with the requirements of the Revolving Credit Agreement to become a Subsidiary Pledgor under the Pledge Agreement in order to induce the Lenders to make additional Loans and as consideration for Loans previously made.

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

SECTION 1. In accordance with Section 25 of the Pledge Agreement, the New Pledgor by its signature below becomes a Pledgor under the Pledge Agreement with the same force and effect as if originally

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named therein as a Pledgor and the New Pledgor hereby agrees (a) to all the terms and provisions of the Pledge Agreement applicable to it as a Pledgor thereunder and (b) represents and warrants that the representations and warranties made by it as a Pledgor thereunder are true and correct on and as of the date hereof except to the extent a representation and warranty expressly relates solely to a specific date in which case such representation and warranty shall be true and correct on such date. In furtherance of the foregoing, the New Pledgor, as security for the payment and performance in full of the Investor Revolver Obligations (as defined in the Pledge Agreement), does hereby create and grant to the Collateral Agent, its successors and assigns, for the benefit of t Secured Parties, their successors and assigns, a security interest in and lien on all of the New Pledgor's right, title and interest in and to the Collateral (as defined in the Pledge Agreement) of the New Pledgor. Each reference to a "Subsidiary Pledgor" or a "Pledgor" in the Pledge Agreement shall be deemed to include the New Pledgor. The Pledge Agreement is hereby incorporated herein by reference.

SECTION 2. The New Pledgor 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, 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 the New Pledgor 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. The New Pledgor hereby represents and warrants that set forth on Schedule I attached hereto is a true and correct schedule of all its Pledged Securities.

SECTION 5. Except as expressly supplemented hereby, the Pledge Agreement shall remain in full force and effect.

SECTION 6. THIS SUPPLEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

SECTION 7. In case any one or more of the provisions contained in this Supplement should be held invalid, illegal or unenforceable in any respect, neither party hereto shall be required to comply with such provision for so long as such provision is held to be invalid, illegal or unenforceable, but the validity, legality and enforceability of the remaining provisions contained herein and in the Pledge Agreement shall not in any way be affected or impaired (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 8. All communications and notices hereunder shall be in writing and given as provided in Section 15 of the Pledge Agreement. All communications and notices hereunder to the New Pledgor shall be given to it at the address set forth under its signature hereto, below, with a copy to the Borrower.

SECTION 9. The New Pledgor agrees to reimburse the Collateral Agent for its reasonable out-of-pocket expenses in connection with this Supplement, including the reasonable fees, other charges and disbursements of counsel for the Collateral Agent.

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

[NAME OF NEW PLEDGOR],

By_____________________________________

Name:
Title:
Address:

CITICORP USA, INC., as Collateral Agent,

By______________________________________
Name:
Title:

 

Schedule I to
Supplement No. [ ]
to the Pledge Agreement

Pledged Securities of the New Pledgor

CAPITAL STOCK OR OTHER EQUITY INTERESTS

Issuer
Number of
Certificate
Registered
Owner Number and
Class of
Shares
or Other
Equity
Interests Percentage
of
Shares
or Other
Equity
Interests

DEBT SECURITIES

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  Issuer Principal Amount  Date of Note   Maturity Date

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EX-10.AAA(3)

Exhibit 10-aaa(3)

ITALIAN SUPPLEMENT TO THE PLEDGE AGREEMENT
RELATING TO THE INVESTOR REVOLVING CREDIT AGREEMENT

This ITALIAN SUPPLEMENT, dated as of March 3, 2003 (as amended, supplemented or otherwise modified from time to time, the "Italian Supplement") to the PLEDGE AGREEMENT relating to the Investor Revolving Credit Agreement (as defined below) dated as of March 3, 2003 (as amended, supplemented or otherwise modified from time to time, the "Pledge Agreement"), is made among MEMC ELECTRONIC MATERIALS, INC., a Delaware corporation (the "Borrower" or the "Pledgor"), CITICORP USA, INC., as collateral agent (in such capacity, the "Collateral Agent") and custodian, and CITICORP USA, INC., as attorney-in-fact acting in the name and on behalf of the Secured Parties (as defined in the Investor Revolving Credit Agreement that is defined below). The Pledge Agreement, as supplemented by this Italian Supplement, shall be referred to herein as this "Agreement". Unless otherwise defined or specified herein or amended hereby, capitalized terms used herein which are defined in the Pledge Agreement or the Investor Revolving Credit Agreement are used herein as therein defined.

WITNESSETH

WHEREAS, pursuant to that certain pledge agreement dated December 21, 2001 (as amended from time to time, the "Bank Revolver Pledge Agreement"), the pledgors thereunder agreed to pledge and grant to the Collateral Agent a security interest in the Collateral (as therein defined) for the ratable benefit of the secured parties under a revolving credit agreement, dated December 21, 2001, among the Borrower, the lenders from time to time party thereto, and Citicorp USA, Inc., as collateral agent and administrative agent (as amended, supplemented or otherwise modified from time to time, the "Bank Revolving Credit Agreement"), pursuant to which the lenders party thereto agreed to provide the Borrower with a revolving credit facility in an initial aggregate principal amount not to exceed U.S.$150,000,000;

WHEREAS, pursuant to that certain amended and restated pledge agreement dated December 21, 2001 (as amended from time to time, the "Reimbursement Pledge Agreement"), the pledgors thereunder agreed to pledge and grant to the Collateral Agent a security interest in the Collateral (as therein defined) for the ratable benefit of the secured parties under a reimbursement agreement, dated December 21, 2001, among the Borrower, the Fund Guarantors (as therein defined) and the 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 (as therein defined);

WHEREAS, on March 3, 2003 the Borrower and Citicorp USA, Inc., acting both as collateral agent and as attorney-in-fact for each of the secured parties (under the Bank Revolver Pledge Agreement and the Reimbursement Pledge Agreement, respectively) entered into, by way of exchange of correspondence, (i) that certain Italian supplement to the Bank Revolver Pledge Agreement (as amended from time to time, the "Bank Revolver Italian Supplement"), and (ii) that certain Italian supplement to the Reimbursement Pledge Agreement (as amended from time to time, the "Reimbursement Italian Supplement") so as to perfect, including under Italian law, a first degree security interest over 65% of the issued and outstanding voting stock of MEMC Electronic Materials S.p.A. in favor of the respective secured parties thereunder;

WHEREAS, the Borrower has entered into that certain revolving credit agreement, dated as of December 5, 2002, with the lenders party thereto (the "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 Lenders agreed to provide the

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Borrower with a revolving credit facility in an aggregate principal amount not to exceed U.S.$35,000,000;

WHEREAS, to induce the Lenders to enter into the Investor Revolving Credit Agreement, the Pledgors agreed to secure and guarantee, among other things, all the Borrower's obligations under the Investor Revolving Credit Agreement for the ratable benefit of the Secured Parties, on a senior subordinated basis as set forth in Article X of the Investor Revolving Credit Agreement and Article II of the related Guarantee Agreement;

WHEREAS, pursuant to the Investor Revolving Credit Agreement, the Lenders have agreed to make Loans to the Borrower upon the terms and subject to the conditions specified therein and in particular subject to the execution and delivery by the Borrower of the Pledge Agreement to secure (a) the due and punctual payment of (i) the principal and premium, if any, and interest (including interest accruing during the pendency of any bankruptcy, of insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding) on the Loans, when and as due, whether at maturity, by acceleration, upon one or more dates set for prepayment or otherwise and (ii) all other monetary obligations, including fees, costs, expenses and indemnities, whether primary, secondary, direct, contingent, fixed or otherwise (including monetary obligations incurred during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding), of the Loan Parties to the Secured Parties under the Investor Revolving Credit Agreement and the other Loan Documents, (b) the due and punctual performance of all covenants, agreements, obligations and liabilities of the Loan Parties under or pursuant to the Investor Revolving Credit Agreement and the other Loan Documents, (c) unless otherwise agreed to in writing by the applicable Lender party thereto, the due and punctual payment and performance of all obligations of the Borrower or any other Loan Party, monetary or otherwise, under each Hedging Agreement entered into with a counterparty that was a Lender (or an Affiliate of a Lender) at the time such Hedging Agreement was entered into and (d) the due and punctual payment and performance of all obligations in respect of overdrafts and related liabilities owed to the Administrative Agent or any of its Affiliates and arising from treasury, depositary and cash management services in connection with any automated clearing house transfers of funds (all the monetary and other obligations referred to in the preceding clauses (a) through (d) being referred to collectively as the "Investor Revolver Obligations");

WHEREAS, the Borrower, the Subsidiary Pledgors, the Secured Parties and the Collateral Agent have executed and delivered the Pledge Agreement to grant a security interest, on a senior subordinated basis, for the payment and performance in full of the Investor Revolver Obligations;

WHEREAS, the Borrower, the Secured Parties and the Collateral Agent desire to supplement and integrate the Pledge Agreement so as to perfect, including under Italian law, the security interest created for the ratable benefit of the Secured Parties over that portion of the Collateral owned by the Borrower consisting of No. 42,250,000 ordinary shares of MEMC Electronic Materials S.p.A. (the "Italian Issuer") equal to 65% of the issued and outstanding voting stock of the Italian Issuer (the "Shares") and represented by certificate No. 64 of the Italian Issuer (the "Certificate"); and

WHEREAS, the parties hereto agree that this Agreement will only concern, relate, deal exclusively with the security interest created in accordance with New York law under the Pledge Agreement with respect to that portion of the Collateral consisting of the Shares which are represented by the Certificate.

NOW, THEREFORE, the Pledgor, the Secured Parties and Citicorp USA, Inc., as the Collateral Agent and acting also in the name and on behalf of each of the Secured Parties (and each of their respective successors or assigns), hereby agree to supplement and integrate the Pledge Agreement, which will continue to be in full force and effect among the parties hereto and thereto, as follows.

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On or after the date on which this Italian Supplement shall become effective, solely for purposes under or relating to this Italian Supplement, each reference in this Italian Supplement or the Pledge Agreement to "this Pledge Agreement", "Agreement", "hereunder", "hereof", "herein" or words of like import shall mean and be a reference to this Agreement (as defined in the Preamble hereof).

On or after the date on which this Italian Supplement shall become effective, solely for purposes under or relating to this Italian Supplement, each reference in this Agreement to "Pledgors", "such Pledgor", "each Pledgor" or words of like import implying a reference to the presence, under the Pledge Agreement, of Pledgors in addition to the Borrower, shall mean and interpreted to be a reference only to the Borrower as the sole pledgor of the Shares, and references to "Collateral" or words of like import shall mean and interpreted to be a reference only to the Italian Collateral as defined under this Agreement.

The provisions of this Agreement specifying that the Collateral Agent acts on behalf and/or pursuant to the instructions of the Secured Parties shall mean that the Collateral Agent will act on behalf and/or pursuant to the instructions of the Required Lenders as defined in the Investor Revolving Credit Agreement.

SECTION 1. Pledge. For any and all purposes solely under this Italian Supplement, Section 1 of the Pledge Agreement shall be deleted in its entirety and replaced with the following text:

"SECTION 1. Pledge. As security for the payment and performance, as the case may be, in full of the Investor Revolver Obligations, the Pledgor has pledged and granted to the Collateral Agent, its successors and assigns, and has granted to the Collateral Agent, its successors and assigns, for the ratable benefit of Secured Parties, among other things, a security interest (the "Pledge") in all of the Pledgor's following rights and benefits (the "Pledged Rights"): (a) the Shares, namely No. 42,250,000 ordinary shares of the Italian Issuer equal to 65% of the voting stock of such company (the "Pledged Interest" or, alternatively, the "Pledged Securities"; both expressions are deemed to include the New Shares, as defined in (c) below), par value Euro 0.48, represented by the Certificate; (b) subject to Section 5 hereof, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed, in respect of, in exchange for or upon the conversion of the Pledged Securities; (c) shares or stock of the Italian Issuer issued, accruing or subscribed to after the date hereof or otherwise acquired by the Borrower, including by means affecting the capital stock of the Italian Issuer, in relation to the Shares ("New Shares"); provided that the percentage of voting share capital represented by the Shares pledged herein (including New Shares and whether referred to as "Pledged Interest", "Pledged Securities" or "Collateral") shall never exceed 65% of the issued and outstanding voting stock of the Italian Issuer; (d) subject to Section 5 hereof, all rights and privileges of the Pledgor with respect to the Shares and New Shares; and (e) all the proceeds of any of the foregoing (the items referred to in clauses (a) through (e) being collectively referred to as the "Italian Collateral").

Without prejudice to the above definition, the Investor Revolver Obligations shall include, but not be limited to, (i) the total maximum amount, as principal, of the Loans, equal to U.S.$ 35,000,000; (ii) all the interest due under the Investor Revolving Credit Agreement; (iii) all the fees, charges and all reasonable expenses (including legal and fiscal expenses) payable under the Investor Revolver Credit Agreement incurred by, and any other sum paid by the Secured Parties or the Collateral Agent in relation to the enforcement of the Pledge or the right arising from this Agreement; (iv) the payment of any and all sums due or to become due by the Pledgor to the Secured Parties on account of the

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obligation to redeem the amounts received as unjustified enrichment or for similar cause as a consequence of nullity, voidness or invalidity of the Loan Documents; and (v) the payment of any sum due or to become due, at any time and from time to time, by the Pledgor to the Secured Parties and the Collateral Agent under this Agreement.

To the extent that they have not previously been pledged in favor of the Secured Parties according to this Agreement or otherwise (and without exceeding the 65% limitation referred to in the first paragraph of this Section), the Borrower irrevocably agrees and undertakes to pledge in favor of the Secured Parties (including their successors and assignees as well as additional Loan Parties pursuant to the Loan Documents) the New Shares, provided that the foregoing shall not be a novation of this Agreement and/or the Pledge. It is understood that the same Pledged Rights and provisions as set forth in this Agreement shall extend to such New Shares, including the Pledgor's and the Secured Parties' authorization to the Collateral Agent to take any action it deems necessary in good faith in the event it encounters a conflict of interest, or in a situation described under Article 1395 of the Italian Civil Code ("contratto con se stesso").

Any security interest granted hereunder shall be subject to the prior lien and security interest granted under the Bank Loan Documentation in favor of the Secured Parties (as therein defined, hereinafter the "Senior Secured Parties") as security for the payment or performance, as the case may be, in full of the Bank Revolver Obligations (the "Senior Security Interest").

TO HAVE AND TO HOLD the Italian Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, on behalf of and for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth."

SECTION 2. Delivery of the Collateral

For any and all purposes solely under this Italian Supplement, Section 2 of the Pledge Agreement shall be deleted in its entirety and replaced with the following text:

"SECTION 2. Registration of the Pledge and Custody of the Italian Collateral.

Immediately after the execution and delivery of this Agreement, the Pledgor shall procure that:

 (a) the security interest created under this Agreement be annotated on the Certificate by a Director of the Italian Issuer, substantially in the form indicated in Exhibit A hereto. In this regard, the parties hereto acknowledge that the Certificate is presently in the possession and in the custody, or under the sole control, of the Collateral Agent, which will make it available to a Director of the Italian Issuer so as to permit the text of such annotation to be inscribed on the back of the Certificate;

 (b) the security interest created under this Agreement be annotated in the shareholders' book of the Italian Issuer (the "Shareholders' Book") substantially in the form indicated in Exhibit B hereto; and

 (c) a certified copy of the pages of the Shareholders' Book bearing the annotation referred to in (b) above be delivered to the Collateral Agent.

The Pledgor and the Secured Parties hereby expressly agree to appoint the Collateral Agent, who accepts, as third party custodian in respect of the Certificate and, generally, the Italian Collateral in accordance with Article 2786, second paragraph, of the Italian Civil Code. The Pledgor and the Secured

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Parties expressly authorize the Collateral Agent to take any action it deems necessary in good faith in the event it encounters a conflict of interest, or in a situation described under Article 1395 of the Italian Civil Code ("contratto con se stesso").

The parties hereto expressly acknowledge and agree that (i) the Collateral Agent - also in its capacity as third party custodian under Article 2786, second paragraph, of the Italian Civil Code - has received and holds the Certificate pursuant to (x) the Reimbursement Pledge Agreement and the related Reimbursement Italian Supplement, and (y) the Bank Revolver Pledge Agreement and the related Bank Revolver Italian Supplement; (ii) during the procurement of the procedure set forth in (a) and (b) above, the Collateral Agent shall maintain exclusive, continuous and uninterrupted possession of the Certificate and the Pledged Rights in general; (iii) immediately after the completion of the procedure set forth in (a), (b) and (c) above, with the consent of all the parties to the agreements under (i)(x) and (i)(y) above, the Collateral Agent shall hold the Certificate and the Pledged Rights, under its custody pursuant to this Agreement also in the name and on behalf of the Secured Parties.

The Pledgor and each of the Secured Parties, for the purpose of this Agreement, irrevocably grant the Collateral Agent the power to annotate, endorse, inscript or request the annotation, endorsement or inscription on their behalf of the Certificate and the certificates representing the New Shares, if any.

In addition to the foregoing, and in accordance with Section 1, paragraph 1, subsection (c) above, the Pledgor shall procure that the following registration requirements are put in place with regard to New Shares:

a.	the Pledgor, upon issuance of the share certificates representing New Shares shall cause the Italian Issuer to annotate the Pledge on such share certificates, with the cooperation of the Collateral Agent, substantially in the form in Exhibit C hereto;
b.	immediately after the completion of the annotation referred to in paragraph a. above, the Pledgor shall cause the Italian Issuer to return to the Collateral Agent the certificates representing New Shares, which will be kept in the custody of the Collateral Agent in accordance with Article 2786, second paragraph of the Italian Civil Code and in accordance with the provisions of this Agreement outside of Italy;
c.	immediately after the completion of the annotation referred to in a. above, the Pledgor shall cause the Italian Issuer to annotate the Pledge in the Shareholders' Book, substantially in the form indicated in Exhibit D hereto; and
d.	a certified copy of the pages of the Shareholders' Book bearing the annotation referred to in c. above be delivered to the Collateral Agent.

In addition to the above, if so requested by the Collateral Agent by means of a written notice substantially in the form indicated in Exhibit G hereto (the "New Secured Party Notice"), the Pledgor shall procure that the Pledge be extended to the benefit of any new secured party in its capacity as a new party to the Investor Revolving Credit Agreement, the Hedging Agreements or any other Loan Document (the "New Secured Party"). It is understood that the security interest granted in favor of the New Secured Party shall be subject to the existing Senior Security Interest granted under the Bank Loan Documentation, and will be governed by the provisions of this Agreement.

Immediately after the receipt of the New Secured Party Notice:

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a.	The Collateral Agent, in such capacity and in the name and on behalf of the Pledgor and the Secured Parties, shall cause the Italian Issuer to annotate the extension of the Pledge to the benefit of the New Secured Party on the Certificate (and on the certificates representing New Shares, if any), which is held by the Collateral Agent in such capacity and in its capacity as third party custodian under Article 2786, second paragraph, of the Italian Civil Code, substantially in the form indicated in Exhibit E hereto;
b.	immediately after the completion of the annotation referred to in paragraph a. above, the Collateral Agent, in such capacity and in the name and on behalf of the Pledgor and the Secured Parties, shall cause the Italian Issuer to annotate the extension of the Pledge to the benefit of the New Secured Party in the Shareholders' Book, substantially in the form indicated in Exhibit F hereto; and
c.	immediately after the completion of the annotation referred to in b. above, the Collateral Agent, also on behalf of the Pledgor, shall cause the Italian Issuer to deliver to the Collateral Agent a certified copy of the page(s) of the Shareholders' Book bearing the above mentioned annotation."
3.	Representations, Warranties and Covenant.

For any and all purposes solely under this Italian Supplement, Section 3 of the Pledge Agreement shall be deleted in its entirety and replaced with the following text:

"SECTION 3. Representations, Warranties and Covenants The Pledgor hereby represents, warrants and covenants, as to itself and with respect to the Italian Collateral pledged by it hereunder, to and with the Collateral Agent that:

(a) the Pledged Interest represents 65% of the issued and outstanding voting shares of the Italian Issuer;

(b) except for the Senior Security Interest, 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, the Pledgor (i) is and will at all times continue to be the direct owner, beneficially and of record, of the Shares, (ii) holds the same free and clear of all Liens other than Liens permitted pursuant to Section 6.02 of the Investor Revolving Credit Agreement, (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 Italian Collateral, other than pursuant hereto, and (iv) subject to Section 5, will cause any and all Italian Collateral, whether for value paid by the Pledgor or otherwise, to be forthwith deposited with the Collateral Agent and pledged or assigned hereunder;

(c) the Pledgor (i) has the power and authority to pledge the Italian Collateral in the manner done or contemplated hereby and (ii) will defend its title or interest thereto or therein against any and all Liens (other than Liens created by the Loan Documents, the Bank Loan Documentation and the Indenture Documentation) however arising, of all Persons whomsoever;

(d) no consent of any other Person (including stockholders or creditors of the Pledgor) and no consent or approval of any Governmental Authority or any securities exchange (other than consents already obtained by the Borrower under the Bank Loan Documentation, the Indenture Documentation and the Italian Guaranty) was or is necessary for the validity of the Pledge effected hereby;

(e) this Agreement shall, upon the completion of the annotation of the Certificate by a Director of the

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Italian Issuer, as well as upon proper annotation of the Pledge in the Shareholders' Book, constitute in favor of the Secured Parties a valid and perfected lien upon and security interest in such Pledged Securities for the punctual payment or performance of the Investor Revolver Obligations (subject only to the liens and security interest that comprise the Senior Security Interest). The Secured Parties shall accept, a-cknowledge and permit the creation by the Pledgor of the other liens and security interests granted over the Certificate (and other share certificates representing New Shares, if any) under the Indenture Documentation;

(f) the Pledge effected hereby is effective to vest in the Secured Parties the rights of the Collateral Agent in the Italian Collateral as set forth herein;

(g) the Pledged Interest has been duly authorized and validly issued and is fully paid and nonassessable;

(h) all information set forth herein relating to the Pledged Interest is accurate and complete in all material respects as of the date hereof; and

(i) the Pledge pursuant to this Agreement does not violate Regulation T, U or X of the Federal Reserve Board or any successor thereto as of the date hereof."

SECTION 4. Registration in Nominee Name; Denominations

For any and all purposes solely under this Italian Supplement, Section 4 of the Pledge Agreement shall be deleted in its entirety.

SECTION 5. Voting Rights; Dividends and Interest, etc.

For any and all purposes solely under this Italian Supplement, Section 5 of the Pledge Agreement shall be deleted in its entirety and replaced with the following text:

"SECTION 5. Voting Rights; Dividends and Interest, etc. (a) Unless and until an Event of Default shall have occurred and be continuing:

(i) The Pledgor shall be entitled to exercise any and all voting and/or other consensual rights and powers inuring to an owner of Pledged Securities or any part thereof for any purpose consistent with the terms of this Agreement, the Investor Revolving Credit Agreement and the other Loan Documents; provided, however, that the Pledgor will not be entitled to exercise any such right if the result thereof could materially and adversely affect the rights inuring to a holder of the Pledged Securities or the rights and remedies of any of the Secured Parties under this Agreement or the Investor Revolving Credit Agreement or any other Loan Document or the ability of the Secured Parties to exercise the same.

(ii) The Collateral Agent shall execute and deliver to the Pledgor, or cause to be executed and delivered to the Pledgor, all such proxies, powers of attorney and other instruments as the Pledgor may reasonably request for the purpose of enabling it to exercise the voting and/or consensual rights and powers it is entitled to exercise pursuant to subparagraph (i) above and to receive the cash dividends it is entitled to receive pursuant to subparagraph (iii) below.

(iii) The Pledgor shall be entitled to receive and retain any and all cash dividends, interest and principal paid on the Pledged Securities to the extent and only to the extent that such cash dividends, interest and principal are permitted by, and otherwise paid in accordance with, the terms and conditions of the Investor Revolving Credit Agreement, the other Loan

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Documents and applicable law. All noncash dividends, interest and principal, and all dividends, interest and principal paid or payable in cash or otherwise in connection with a partial or total liquidation or dissolution, return of capital, capital surplus or paid-in surplus, and all other distributions (other than distributions referred to in the preceding sentence) made on or in respect of the Pledged Securities, whether paid or payable in cash or otherwise, whether resulting from a subdivision, combination or reclassification of the outstanding capital stock of the Italian Issuer or received in exchange for Pledged Securities or any part thereof, or in redemption thereof, or as a result of any merger, consolidation, acquisition or other exchange of assets to which the Italian Issuer may be a party or otherwise, shall be and become part of the Italian Collateral, and, if received by the Pledgor, shall not be commingled by it with any of its other funds or property but shall be held separate and apart therefrom, shall be held in trust for the benefit of the Secured Parties and shall be forthwith delivered to the Collateral Agent in the same form as so received (with any necessary endorsement).

(b) Upon the occurrence and during the continuance of an Event of Default, all rights of the Pledgor to dividends, interest or principal that the Pledgor is authorized to receive pursuant to paragraph (a)(iii) above shall cease, and all such rights shall thereupon become vested in the Secured Parties and, on their behalf, to the Collateral Agent acting on their behalf as "rappresentante comune", pursuant to Article 2347 of the Italian Civil Code, it being understood that the Secured Parties and the Collateral Agent, as their "rappresentante comune", will have the sole and exclusive right and authority to receive and retain such dividends, interest or principal, subject to the liens and security interest that comprise the Senior Security Interest and in accordance with Section 7 below. All dividends, interest or principal received by the Pledgor contrary to the provisions of this Section 5 shall be held in trust for the benefit of the Secured Parties, shall be segregated from other property or funds of the Pledgor and shall be forthwith delivered to the Collateral Agent, acting on behalf of the Secured Parties, upon demand in the same form as so received (with any necessary endorsement). Any and all money (including dividends, interest or principal) and other property paid over to or received by the Collateral Agent pursuant to the provisions of this paragraph (b) shall be retained by the Collateral Agent on behalf of the Secured Parties in an account to be established by the Collateral Agent upon receipt of such money or other property and shall be applied in accordance with the provisions of Section 7 below. After all Events of Default have been cured or waived, the Collateral Agent acting on behalf of the Secured Parties shall promptly repay to each Pledgor all cash dividends, interest or principal (without interest), that such Pledgor would otherwise be permitted to retain pursuant to the terms of paragraph (a)(iii) above and which remain in such account.

(c) Upon the occurrence and during the continuance of an Event of Default, all rights of the Pledgor to exercise the voting and consensual rights and powers it is entitled to exercise pursuant to paragraph (a)(i) of this Section 5, and the obligations of the Collateral Agent under paragraph (a)(ii) of this Section 5, shall cease, and all such rights shall thereupon become vested in the Secured Parties and, on their behalf, to the Collateral Agent acting on their behalf as "rappresentante comune", pursuant to Article 2347 of the Italian Civil Code provided that, unless otherwise directed by the Required Lenders, the Collateral Agent shall have the right from time to time following and during the continuance of an Event of Default to permit the Pledgor to exercise such rights. After all Events of Default have been cured or waived, the Pledgor will have the right to exercise the voting and consensual rights and powers that it would otherwise be entitled to exercise pursuant to the terms of paragraph (a)(i) above."

SECTION 6. Remedies upon Default.

For any and all purposes solely under this Italian Supplement, after the end of Section 6 of the Pledge Agreement the following text shall be inserted:

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"Without prejudice to the provisions set forth above, should the Collateral Agent - acting on its own behalf and also on behalf of the Secured Parties and pursuant to their instructions - decide to enforce the Pledge in Italy, it shall sell the Pledged Rights and carry out the enforcement procedure pursuant to Articles 2796, 2797 and 2798 of the Italian Civil Code."

SECTION 7. Application of Proceeds of Sale.

For any and all purposes solely under this Italian Supplement, Section 7 of the Pledge Agreement shall be deleted in its entirety and replaced with the following text:

"SECTION 7. Application of Proceeds of Sale.

The Collateral Agent shall apply the proceeds of any collection or sale of the Italian Collateral, as well as any Italian Collateral consisting of cash, as follows:

FIRST, to the payment in full of any Bank Revolver Obligations outstanding, to the extent that the Bank Loan Documentation is in force;

SECOND, to the payment of all costs and reasonable expenses incurred by the Administrative Agent or the Collateral Agent (in its capacity as such hereunder or under any other Loan Document) in connection with such collection or sale or otherwise in connection with this Agreement or any of the Investor Revolver Obligations, including all court costs and the reasonable fees and expenses of its agents and legal counsel, the repayment of all advances made by the Collateral Agent hereunder or under any other Loan Document on behalf of the Pledgor and any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Loan Document;

THIRD, to the payment in full of the Investor Revolver Obligations (the amounts so applied to be distributed among the Secured Parties pro rata in accordance with the amounts of the Investor Revolver Obligations owed to them on the date of such distribution);

FOURTH, to the payment in full of the Indenture Obligations; and

FIFTH, to the Pledgor, its successors or assigns, or as a court of competent jurisdiction may otherwise direct.

The Collateral Agent shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement. Upon any sale of the Italian Collateral by the Collateral Agent (including pursuant to any authority to sell granted by statute or under a judicial proceeding), the receipt of the purchase money by the Collateral Agent in the name and on behalf of the Secured Parties or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Italian Collateral so sold and such purchaser or purchasers shall have no obligation with respect to the application of any part of the purchase money paid over to the Collateral Agent or such officer or be liable in any way for the misapplication thereof."

SECTION 8. Reimbursement of Collateral Agent. 

For any and all purposes solely under this Italian Supplement, Section 8(a)(ii) and 8(a)(iii) of the Pledge Agreement shall be deleted in their entirety and replaced with the following text:

"(a) ... (ii) the custody or preservation of, or the sale of, collection from, or other realization on behalf of the Secured Parties upon any of the Italian Collateral, (iii) the exercise or enforcement by the Collateral

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Agent of any of the rights of the Collateral Agent and/or the Secured Parties hereunder (including the Italian registration tax due in order to enforce any Italian Court's or any agency's ruling or decision) or (iv) the...".

SECTION 9. Collateral Agent Appointed Attorney-in-fact.

For any and all purposes solely under this Italian Supplement, Section 9 of the Pledge Agreement shall be deleted in its entirety and replaced with the following text:

"SECTION 9. Collateral Agent Appointed Attorney-in-fact.

The Pledgor hereby appoints the Collateral Agent as its the attorney-in-fact for the purpose of carrying out the provisions of this Agreement and taking any action and executing any instrument that the Collateral Agent may deem necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest. Without limiting the generality of the foregoing, the Collateral Agent shall have the right, upon the occurrence and during the continuance of an Event of Default, with full power of substitution either in the Collateral Agent's name or in the name of the Pledgor, to ask for, demand, sue for, collect, receive and give acquittance for any and all moneys due or to become due under and by virtue of the Italian Collateral, to endorse checks, drafts, orders and other instruments for the payment of money payable to the Pledgor representing any interest or dividend or other distribution payable in respect of the Italian Collateral or any part thereof or on account thereof and to give full discharge for the same, to settle, compromise, prosecute or defend any action, claim or proceeding with respect thereto, and to sell, assign, endorse, pledge, transfer and to make any agreement respecting, or otherwise deal with, the same; provided, however, that nothing herein contained shall be construed as requiring or obligating the Collateral Agent to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agent, or to present or file any claim or notice, or to take any action with respect to the Italian Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby. The Collateral Agent and the other Secured Parties shall be accountable only for amounts actually received as a result of the exercise of the powers granted to them herein, and neither they nor their officers, directors, employees or agents shall be responsible to the Pledgor for any act or failure to act hereunder, except for their own gross negligence or willful misconduct. Notwithstanding anything to the contrary under this Agreement, the Collateral Agent shall have, hold and keep in custody the Italian Collateral exclusively for the ratable benefit of the Secured Parties and may not be deemed, under any circumstances, as holding, possessing or keeping in custody the Italian Collateral on behalf of the Pledgor."

SECTION 13. Security Interest Absolute.

For any and all purposes solely under this Italian Supplement, at the beginning of the first paragraph in Section 13, after the words " All rights of the Collateral Agent", the following words will be added: "and of the Secured Parties".

SECTION 14. Termination or Release.

For any and all purposes solely under this Italian Supplement, Section 14 (c) of the Pledge Agreement shall be deleted in its entirety and replaced with the following text:

"(c) In connection with any termination or release pursuant to paragraph (a) or (b) or Section 17 hereof, the Collateral Agent, acting on behalf of and pursuant to the instructions of the Secured Parties, shall endorse or annotate, execute and deliver to the Pledgor, at the Pledgor's expense, all documents that are necessary under applicable laws in order to effect the termination of the Pledged Rights (including the

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Certificate and other share certificates representing New Shares, if any) as well as any other document that such Pledgor shall reasonably request to evidence such termination or release, and do all such acts or things as may be necessary or desirable or reasonably requested by the Pledgor to effect, in accordance with applicable laws, the reversion of the Pledged Rights to it. Any execution and delivery of documents pursuant to this Section 14 shall be without recourse to or warranty by the Collateral Agent."

17. Binding Effect; Several Agreement; Assignment.

For any and all purposes solely under this Italian Supplement, Section 17 of the Pledge Agreement shall be deleted in its entirety and replaced with the following text:

"SECTION 17. Binding Effect; Several Agreement; Assignments.

Whenever in this Agreement any of the parties hereto is referred to, such reference shall be deemed to include the successors and assigns of such party; and all covenants, promises and agreements by or on behalf of the Pledgor that are contained in this Agreement shall bind and inure to the benefit of its successors and assigns. This Italian Supplement shall become effective once that the Pledgor shall have received from the Collateral Agent an acceptance (executed cover letter from the Collateral Agent and an initialed copy of this Italian Supplement) executed on behalf of the Collateral Agent and each of the Secured Parties as acceptance of the Pledgor's proposal (executed cover letter from the Pledgor and an initialed copy of this Italian Supplement) to the Collateral Agent and the Secured Parties to enter into this Italian Supplement. Thereafter, this Italian Supplement shall be binding upon the Pledgor, the Collateral Agent and the Secured Parties and their respective successors and assigns, and shall inure to the benefit of the Pledgor, the Collateral Agent and the Secured Parties, their respective successors and assigns, except that the Pledgor shall not have the right to assign its rights hereunder or any interest herein or in the Italian Collateral (and any such attempted assignment shall be void), except as expressly contemplated by this Agreement or the other Loan Documents. The executed proposal or acceptance referred to above received by facsimile transmission shall be effective as delivery of a manually executed acceptance or proposal.

The Secured Parties shall have the right to transfer or otherwise assign the rights and obligations arising out of this Agreement to the benefit of the assignee, subject to the procedure set forth below and the relevant provisions of the Investor Revolving Credit Agreement and the Loan Documents, it being understood that such rights and obligations shall be transferred or assigned only in conjunction with the transfer or assignment of the rights granted pursuant to, and the obligations arising out from the Investor Revolving Credit Agreement and the Loan Documents. The Pledgor hereby expressly and irrevocably consents to such transfer or assignment by any of the Secured Parties. It is understood that the extension of the Pledge in favor of the assignee will have the same rank (and shall be subject to the same Liens) as the Pledge in favor of the Secured Party effecting the transfer or assignment. Upon any assignment by a Secured Party of its interest under an Assignment and Acceptance pursuant to the Investor Revolving Credit Agreement, the Collateral Agent, acting in the name and on behalf of the Secured Parties, shall ensure that the annotations referred to in Section 2 above are duly made and that the relevant formalities are complied with in accordance with mandatory requirements of Italian law.

In the event of a transfer or an assignment by any of the Secured Parties of its rights and obligations arising out of this Agreement:

(i) the Collateral Agent, in such capacity and in the name and on behalf of the Pledgor, shall cause the Italian Issuer to annotate the transfer of the Pledge on the Certificate (and on the certificates representing

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New Shares, if any), in accordance with Italian law;

(ii) immediately after the completion of the annotation referred to in (i) above, the Collateral Agent, in such capacity and in the name and on behalf of the Pledgor, shall cause the Italian Issuer to annotate the Pledge in the Shareholders' Book, in accordance with Italian law;

(iii) immediately after the completion of the annotation referred to in (ii), the Collateral Agent, in such capacity and in the name and on behalf of the Pledgor, shall cause the Italian Issuer to deliver to the Collateral Agent a certified copy of the pages of the Shareholders' Book evidencing the above mentioned annotation; and

(iv) the Collateral Agent, after completion of the procedure set forth above, shall continue to act as a third party custodian of the Shares (and of New Shares, if any) also to the benefit of the successors or assigns of such Secured Party."

SECTION 18 Survival of Agreement; Severability

For any and all purposes solely under this Italian Supplement, Section 18 of the Pledge Agreement shall be deleted in its entirety and replaced with the following text:

"SECTION 18 Survival of Agreement; Severabilit

(a)  All covenants, agreements, representations and warranties made by the Pledgor herein and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Agreement or any other Loan Document shall be considered to have been relied upon by the Collateral Agent and the other Secured Parties and shall survive the making of the Loans by the Lenders regardless of any investigation made by the Secured Parties or on their behalf, and shall continue in full force and effect as long as any Investor Revolver Obligation remains unpaid and as long as the Commitments have not been terminated.

(b) In the event any of the provisions in this Agreement should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein 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). In the event that in any jurisdiction the subordination provisions in this Italian Supplement should be held invalid, illegal of unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not be affected in any manner or impaired thereby. The parties 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 20. Counterparts.

For any and all purposes solely under this Italian Supplement, Section 20 of the Pledge Agreement shall be deleted in its entirety.

SECTION 25. Additional Pledgors.

For any and all purposes solely under this Italian Supplement, Section 25 of the Pledge Agreement shall be deleted in its entirety, being not applicable.

IN WITNESS WHEREOF, the parties hereto have duly executed this Italian Supplement as of the day

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and year first above written.

MEMC ELECTRONIC MATERIALS, INC.

By: /s/ James M. Stolz
Name: James M. Stloze
Title Executive Vice President, Chief Financial Officer

By: /s/ Kenneth L. Young
Name: Kenneth L. Young
Title: Treasuer

CITICORP USA, INC., as Collateral Agent and custodian

By: /s/ Allen Fishe
Name: Allen Fisher, attorney-in-fact
Title: Director

For TPG WAFER PARTNERS LLC, as Secured Party

By: /s/ Allen Fisher
Name: Allen Fisher, attorney-in-fact
Title: Director

For TCW/CRESCENT MEZZANINE PARTNERS III, L.P., as Secured Party

By: /s/ Allen Fisher
Name: Allen Fisher, attorney-in-fact
Title: Director

For TCW/CRESCENT MEZZANINE TRUST III, as Secured Party

By: /s/ Allen Fisher
Name: Allen Fisher, attorney-in-fact
Title: Director

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For TCW/CRESCENT MEZZANINE PARTNERS III NETHERLANDS, L.P., as Secured Party

By: /s/ Allen Fisher
Name: Allen Fisher, attorney-in-fact
Title: Director

For GREEN EQUITY INVESTORS III, L.P., as Secured Party

By: /s/ Allen Fisher
Name: Allen Fisher, attorney-in-fact
Title: Director

For GREEN EQUITY INVESTORS SIDE III, L.P., as Secured Party

By: /s/ Allen Fisher
Name: Allen Fisher, attorney-in-fact
Title: Director

EXHIBIT A

Testo della annotazione del pegno da apporre sul Certificato da parte di un amministratore della MEMC Electronic Materials S.p.A.

Si prende e si dà atto che, ai sensi del contratto di pegno di secondo grado (come modificato, in pari data, dall'accordo denominato Italian Supplement to the Investor Revolving Pledge Agreement e concluso negli Stati Uniti d'America, attraverso scambio di corrispondenza) del 3 marzo 2003 (il "Contratto di Pegno") tra MEMC Electronic Materials, Inc., società di diritto statunitense, con sede legale c/o The Corporation Trust Company Corporation Trust Center 1209 Orange Street Wilmington, Delaware, Stati Uniti d'America, in qualità di costituente il pegno, e CITICORP USA, Inc., società di diritto statunitense, con sede legale in 2 Penns Way, Suite 200 New Castle, Delaware, Stati Uniti d'America, e agente in qualità di Collateral Agent (come definito nel Contratto di Pegno), sia in nome proprio sia in nome e per conto dei Creditori Pignoratizi (come di seguito indicati e definiti nel Contratto di Pegno quali Secured Parties), MEMC Electronic Materials, Inc. ha costituito in pegno n. 42.250.000 azioni ordinarie della MEMC Electronic Materials S.p.A. (la "Società") - già costituite in garanzia (e attualmente custodite da Citicorp USA, Inc.) in base ai contratti di pegno di primo grado denominati, ai sensi del Contratto di Pegno, (a) Reimbursement Pledge Agreement, come modificato dal Reimbursement Italian Supplement del 3 marzo 2003 e (b) Bank Revolver Pledge Agreement, come modificato dal Bank Revolver Italian Supplement del 3 marzo 2003, e conclusi tra MEMC Electronic Materials, Inc., in qualità di costituente il pegno, Citicorp USA, Inc., in qualità di collateral agent, sia in nome proprio sia in nome e per conto dei rispettivi creditori pignoratizi ivi indicati (di seguito, collettivamente, i "Creditori Pignoratizi di Primo Grado") - rappresentate dal certificato azionario n. 64 (il "Certificato") e corrispondenti, nel complesso, al 65% del capitale sociale della Società, in favore di:

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Citicorp USA, Inc. con sede in 2 Penns Way, Suite 200 New Castle, Delaware, Stati Uniti d'America; TPG Wafer Partners LLC c/o The Corporation Trust Company Corporation Trust Center 1209 Orange Street Wilmington, Delaware, Stati Uniti d'America; TCW/Crescent Mezzanine Partners III, L.P. con sede in 11100 Santa Monica Blvd., Suite 2000 Los Angeles, California, Stati Uniti d'America; TCW/Crescent Mezzanine Trust III, statutory business trust, con sede in 11100 Santa Monica Blvd., Suite 2000 Los Angeles, California, Stati Uniti d'America; TCW/Crescent Mezzanine Partners III Netherlands, L.P., con sede in 11100 Santa Monica Blvd., Suite 2000 Los Angeles, California, Stati Uniti d'America; Green Equity Investors III, L.P., con sede in 11100 Santa Monica Blvd., Suite 2000 Los Angeles, California, Stati Uniti d'America; Green Equity Investors Side III, L.P., con sede in 11100 Santa Monica Blvd., Suite 2000 Los Angeles, California, Stati Uniti d'America (i "Creditori Pignoratizi")

a garanzia dell'integrale adempimento delle obbligazioni denominate Investor Revolver Obligations (come definite nel Contratto di Pegno), ivi incluse quelle derivanti dallo stesso Contratto di Pegno, dall' Investor Revolving Credit Agreement e dagli altri Loan Documents (come ivi definiti). Ai sensi del Contratto di Pegno, tuttavia, il diritto reale di garanzia di cui alla presente annotazione è a tutti gli effetti subordinato rispetto ai diritti di pegno di grado anteriore costituiti sul Certificato a seguito dei contratti di cui alle precedenti lettere (a) e (b).

I diritti di voto, i diritti amministrativi connessi e il diritto a percepire i dividendi inerenti alle azioni costituite in pegno e rappresentate dal Certificato sono regolati dalla Sezione 5 del Contratto di Pegno.

Si dà atto che, ai sensi del Contratto di Pegno, Citicorp USA, Inc., quale Collateral Agent, riceve il pegno di cui alla presente annotazione e pertanto, oltre a continuare a custodire ininterrottamente il Certificato nell'interesse e per conto dei Creditori Pignoratizi di Primo Grado, viene ora a custodire il medesimo anche nell'interesse e per conto dei Creditori Pignoratizi, inclusi i loro successori e aventi causa, nonché delle New Secured Parties (come definite nel Contratto di Pegno).

Si dà altresì atto che, ai sensi del Contratto di Pegno, i Creditori Pignoratizi hanno dato mandato a Citicorp USA, Inc., quale Collateral Agent, a fare quanto necessario affinchè la Società annoti sul Certificato sia il trasferimento del presente pegno di secondo grado a favore di ogni successore o avente causa dei Creditori Pignoratizi sia l'estensione del presente pegno di secondo grado a favore di nuovi soggetti che risultino creditori di MEMC Electronic Materials, Inc. in base a quanto previsto nel Contratto di Pegno (ivi definiti New Secured Parties), in entrambi i casi, con pari grado e diritti rispetto alla garanzia reale costituita a favore dei Creditori Pignoratizi di cui alla presente annotazione.

[Luogo e Data ed ora] ______________________
Un Amministratore

La costituzione in garanzia di cui sopra è stata annotata sul libro soci in data odierna ai sensi del R.D. 29.3.1942 n. 239.

[Luogo e Data ed ora] ______________________
Un Amministratore

EXHIBIT A

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Text of the notation of the pledge to be inscribed on the Certificate by a Director of MEMC Electronic Materials S.p.A.

Pursuant to the second degree deed of pledge (as amended on the same date by the Italian Supplement to the Investor Revolving Pledge Agreement executed in the United States of America by way of exchange of correspondence) dated March 3, 2003 (the "Deed of Pledge"), by and between MEMC Electronic Materials, Inc., a company duly incorporated and existing under the laws of the United States of America, with registered offices at c/o The Corporation Trust Company Corporation Trust Center 1209 Orange Street Wilmington, Delaware, United States of America, as pledgor, and CITICORP USA, Inc., a company duly incorporated and existing under the laws of the United States of America, with registered office in 2 Penns Way, Suite 200 New Castle, Delaware, acting in its capacity as Collateral Agent (as defined in the Pledge Agreement), in its own name and in the name and on behalf of the Secured Parties (as specified hereinafter and defined in the Pledge Agreement as "Secured Parties"), MEMC Electronic Materials, Inc. pledged 42,250,000 ordinary shares of MEMC Electronic Materials S.p.A. (the "Company") - already pledged in favor of the secured parties and currently held in custody by CITICORP USA, Inc., pursuant to the first degree pledge agreements defined under the Pledge Agreement: (a) Reimbursement Pledge Agreement, as supplemented by the Reimbursement Italian Supplement dated March 3, 2003 and (b) Bank Revolver Pledge Agreement, as supplemented by the Bank Revolver Italian Supplement dated March 3, 2003 and executed by and between MEMC Electronic Materials, Inc., as pledgor, Citicorp USA, Inc., as Collateral Agent acting in its own name and in the name and on behalf of the respective secured parties named therein (hereinafter collectively, the "Senior Secured Parties") represented by share certificate no. 64 ( the "Certificate") and representing in total 65% of the share capital of the Company, in favor of:

Citicorp USA, Inc. with registered office at 2 Penns Way, Suite 200 New Castle, Delaware, U.S.A.; TPG Wafer Partners LLC c/o The Corporation Trust Company Corporation Trust Center 1209 Orange Street Wilmington, Delaware, U.S.A.; TCW/Crescent Mezzanine Partners III, L.P., with registered office at 11100 Santa Monica Blvd., Suite 2000 Los Angeles, California, U.S.A.; TCW/Crescent Mezzanine Trust III, statutory business trust, with registered office at 11100 Santa Monica Blvd., Suite 2000 Los Angeles, California, U.S.A.; TCW/Crescent Mezzanine Partners III Netherlands, L.P., with registered office at 11100 Santa Monica Blvd., Suite 2000 Los Angeles, California, U.S.A.; Green Equity Investors III, L.P., with registered office at 11100 Santa Monica Blvd., Suite 2000 Los Angeles, California, U.S.A.; Green Equity Investors Side III, L.P., with registered office at 11100 Santa Monica Blvd., Suite 2000 Los Angeles, California, U.S.A. (the "Secured Parties") as security for the full payment and performance of the obligations entitled Investor Revolver Obligations (as defined in the Deed of Pledge), including those derived from the same Deed of Pledge, from the Investor Revolving Credit Agreement and from the other Loan Documents (as therein defined). Pursuant to the Deed of Pledge, however, the security interest referred to in this notation is to all effects subordinated to the senior security interests created on the Certificate pursuant to the pledge agreements defined above in (a) and (b).

The voting rights, the related administrative rights, and the right to receive dividends relating to the pledged shares represented by the Certificate are governed by Section 5 of the Deed of Pledge.

It is acknowledged that according to the second degree Deed of Pledge, CITICORP USA, Inc, as Collateral Agent, hereby receives the pledge referred to in this notation, and thus, in addition to maintaining the uninterrupted custody of the Certificate on behalf of and in the interest of the First Degree Secured Parties, it now starts to hold the Certificate in custody also in the interest and in the interest and on behalf of the Secured Parties, including their successors and assignees, as well as for the New Secured Parties (as defined in the Deed of Pledge).

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It is also acknowledged that, pursuant to the second degree Deed of Pledge, the Secured Parties have instructed CITICORP USA, Inc., as Collateral Agent, to take all necessary steps to have the Company annotating on the Certificate both the transfer of this second degree pledge in favor of each successor or assignee of the Secured Parties, and the extension of this second degree pledge for the benefit of any new party who may become a creditor of MEMC Electronic Materials, Inc., in accordance with the Deed of Pledge (defined therein as "New Secured Parties"), in either case pari passu and with the same rights attached to the security interest hereby created in favor of the Secured Parties.

[Place, date and time] ______________________
A Director

The above creation of a security interest is inscribed in the shareholders' book on today's date pursuant to Royal Degree 29.3.1942 No. 239.

[Place, date and time] ______________________
A Director

Director

EXHIBIT B

Testo dell'annotazione del pegno da apporre sul libro soci della

MEMC Electronic Materials S.p.A.

Si prende e si dà atto che, ai sensi del contratto di pegno di secondo grado (come modificato, in pari data, dall'accordo denominato Italian Supplement to the Investor Revolving Pledge Agreement concluso negli Stati Uniti d'America, attraverso scambio di corrispondenza) del 3 marzo 2003 (il "Contratto di Pegno") tra il socio unico MEMC Electronic Materials, Inc., società di diritto statunitense, con sede legale c/o The Corporation Trust Company Corporation Trust Center 1209 Orange Street Wilmington, Delaware, Stati Uniti d'America, in qualità di costituente il pegno, e CITICORP USA, Inc., società di diritto statunitense, con sede legale a 2 Penns Way, Suite 200 New Castle, Delaware, Stati Uniti d'America, e agente in qualità di Collateral Agent (come definito nel Contratto di Pegno), sia in nome proprio sia in nome e per conto dei Creditori Pignoratizi (come di seguito indicati e definiti nel Contratto di Pegno quali Secured Parties), MEMC Electronic Materials, Inc. ha costituito in pegno n. 42.250.000 azioni ordinarie della Società - già costituite in garanzia (e attualmente custodite da Citicorp USA, Inc. in base ai contratti di pegno di primo grado denominati, ai sensi del Contratto di Pegno, (a) Reimbursement Pledge Agreement, come modificato dal Reimbursement Italian Supplement del 3 marzo 2003 e (b) Bank Revolver Pledge Agreement, come modificato dal Bank Revolver Italian Supplement del 3 marzo 2003, e conclusi tra MEMC Electronic Materials, Inc., in qualità di costituente il pegno, Citicorp USA, Inc., in qualità di collateral agent, sia in nome proprio sia in nome e per conto dei rispettivi creditori pignoratizi ivi indicati (di seguito, collettivamente, i "Creditori Pignoratizi di Primo Grado") - rappresentate dal certificato azionario n. 64 (il "Certificato") e corrispondenti, nel complesso, al 65% del capitale sociale della Società, in favore di:

Citicorp USA, Inc. con sede in 2 Penns Way, Suite 200 New Castle, Delaware, Stati Uniti d'America; TPG Wafer Partners LLC c/o The Corporation Trust Company Corporation Trust Center 1209 Orange Street Wilmington, Delaware, Stati Uniti d'America;

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TCW/Crescent Mezzanine Partners III, L.P. con sede in 11100 Santa Monica Blvd., Suite 2000 Los Angeles, California, Stati Uniti d'America; TCW/Crescent Mezzanine Trust III, statutory business trust, con sede in 11100 Santa Monica Blvd., Suite 2000 Los Angeles, California, Stati Uniti d'America; TCW/Crescent Mezzanine Partners III Netherlands, L.P., con sede in 11100 Santa Monica Blvd., Suite 2000 Los Angeles, California, Stati Uniti d'America; Green Equity Investors III, L.P., con sede in 11100 Santa Monica Blvd., Suite 2000 Los Angeles, California, Stati Uniti d'America; Green Equity Investors Side III, L.P., con sede in 11100 Santa Monica Blvd., Suite 2000 Los Angeles, California, Stati Uniti d'America (i "Creditori Pignoratizi")

a garanzia dell'integrale adempimento delle obbligazioni denominate Investor Revolver Obligations (come definite nel Contratto di Pegno), ivi incluse quelle derivanti dallo stesso Contratto di Pegno, dall' Investor Revolving Credit Agreement e dagli altri Loan Documents (come ivi definiti). Ai sensi del Contratto di Pegno, tuttavia, il diritto reale di garanzia di cui alla presente annotazione è a tutti gli effetti subordinato rispetto ai diritti di pegno di grado anteriore costituiti sul Certificato a seguito dei contratti di cui alle precedenti lettere (a) e (b).

I diritti di voto, i diritti amministrativi connessi e il diritto a percepire i dividendi inerenti alle azioni costituite in pegno e rappresentate dal Certificato sono regolati dalla Sezione 5 del Contratto di Pegno.

Si dà atto che, ai sensi del Contratto di Pegno, CITICORP USA, Inc., quale Collateral Agent, riceve il pegno di cui alla presente annotazione e pertanto, oltre a continuare a custodire ininterrottamente il Certificato nell'interesse e per conto dei Creditori Pignoratizi di Primo Grado, viene ora a detenere il medesimo anche nell'interesse e per conto dei Creditori Pignoratizi, inclusi i loro successori e aventi causa, nonché delle New Secured Parties (come definite nel Contratto di Pegno).

Si dà altresì atto che, ai sensi del Contratto di Pegno, i Creditori Pignoratizi hanno dato mandato a CITICORP USA, Inc., quale Collateral Agent, a fare quanto necessario affinché la Società annoti sul Certificato, sia il trasferimento del presente pegno di secondo grado a favore di ogni successore o avente causa dei Creditori Pignoratizi sia l'estensione del presente pegno di secondo grado a favore di nuovi soggetti che risultino creditori di MEMC Electronic Materials, Inc. in base a quanto previsto nel Contratto di Pegno (ivi definiti quali New Secured Parties), in entrambi i casi, con pari grado e diritti rispetto alla garanzia reale costituita a favore dei Creditori Pignoratizi di cui alla presente annotazione.

[Luogo e Data ed ora] ______________________
Un Amministratore

EXHIBIT B

Text of the notation of the pledge to be inscribed on the shareholders' book of MEMC Electronic Materials S.p.A.

Pursuant to the second degree deed of pledge (as amended on the same date by the Italian Supplement to the Investor Revolving Pledge Agreement executed in the United States of America by way of exchange of correspondence) dated March 3, 2003 (the "Deed of Pledge"), by and between the sole shareholder MEMC Electronic Materials, Inc., a company duly incorporated and existing under the laws of the United States of America, with registered office c/o The Corporation Trust Company Corporation Trust Center 1209 Orange Street Wilmington, Delaware, United States of America, as pledgor, and CITICORP USA, Inc., a company duly incorporated and existing under the laws of the United States of America, with registered office in 2 Penns Way, Suite 200 New Castle, Delaware and acting as Collateral Agent (as defined in the Pledge Agreement), in its own name and in the name and on behalf of the Secured Parties (as specified hereinafter and defined in the Pledge Agreement as Secured Parties),

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MEMC Electronic Materials, Inc. pledged 42,250,000 ordinary shares of the Company - already pledged in favor of the secured parties and currently kept in custody by CITICORP USA, Inc., pursuant to the first degree pledge agreements defined, under the Pledge Agreement: (a) Reimbursement Pledge Agreement, as supplemented by the Reimbursement Italian Supplement dated March 3, 2003 and (b) Bank Revolver Pledge Agreement, as supplemented by the Bank Revolver Italian Supplement dated March 3, 2003 and executed by and between MEMC Electronic Materials, Inc., as pledgor, CITICORP USA, Inc., as collateral agent acting in its own name and in the name and on behalf of the respective secured parties named therein (hereinafter, collectively, the "First Degree Secured Parties"), - represented by share certificate no. 64 ( the "Certificate") and representing in total 65% of the share capital of the Company, for the benefit of:

Citicorp USA, Inc. with registered office at 2 Penns Way, Suite 200 New Castle, Delaware, U.S.A.; TPG Wafer Partners LLC c/o The Corporation Trust Company Corporation Trust Center 1209 Orange Street Wilmington, Delaware, U.S.A.; TCW/Crescent Mezzanine Partners III, L.P., with registered office at 11100 Santa Monica Blvd., Suite 2000 Los Angeles, California, U.S.A.; TCW/Crescent Mezzanine Trust III, statutory business trust, with registered office at 11100 Santa Monica Blvd., Suite 2000 Los Angeles, California, U.S.A.; TCW/Crescent Mezzanine Partners III Netherlands, L.P., with registered office at 11100 Santa Monica Blvd., Suite 2000 Los Angeles, California, U.S.A.; Green Equity Investors III, L.P., with registered office at 11100 Santa Monica Blvd., Suite 2000 Los Angeles, California, U.S.A.; Green Equity Investors Side III, L.P., with registered office at 11100 Santa Monica Blvd., Suite 2000 Los Angeles, California, U.S.A. (the "Secured Parties")

as security for the full payment and performance of the obligations entitled Investor Revolver Obligations (as defined in the Deed of Pledge), including those derived from the same Deed of Pledge, from the Investor Revolving Credit Agreement and from the other Loan Documents (as therein defined). Pursuant to the Deed of Pledge, however, the security interest referred to in this notation is to all effects subordinated to the senior rights of pledge created on the Certificate pursuant to the pledge agreements defined above in (a) and (b).

The voting rights, the related administrative rights, and the right to receive dividends relating to the pledged shares represented by the Certificate are governed by Section 5 of the Deed of Pledge.

It is acknowledged that according to the Deed of Pledge, CITICORP USA, INC, as Collateral Agent, hereby receives the pledge referred to in this notation, and thus, in addition to maintaining the uninterrupted custody of the Certificate on behalf of and in the interest of the First Degree Secured Parties, it now starts to keep the Certificate in custody also in the interest and on behalf of the Secured Parties, including their successors and assignees, as well as for the New Secured Parties (as defined in the Deed of Pledge).

It is also acknowledged that, pursuant to the Deed of Pledge, the Secured Parties instructed CITICORP USA, Inc., as Collateral Agent, to take all necessary steps to have the Company inscribe on the Certificate both the transfer of this second degree pledge in favor of each successor or assignee of the Secured Parties, and the extension of this second degree pledge for the benefit of any new party who may become a creditor of MEMC Electronic Materials, Inc., pursuant to the Deed of Pledge (defined therein as "New Secured Parties"), in either case pari passu with and with the same rights attached to the security interest granted hereby in favor of the Secured Parties.

[Place, date and time] ______________________
A Director

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EXHIBIT C

Testo dell'annotazione del pegno da apporre, al momento della loro emissione, da parte di un Amministratore sui certificati rappresentativi delle Nuove Azioni della MEMC Electronic Materials S.p.A.

Si prende e si dà atto che, ai sensi delle Sezioni 1 e 2 del contratto di pegno di secondo grado (come modificato, in pari data dall'accordo denominato Italian Supplement to the Investor Revolving Pledge Agreement concluso negli Stati Uniti d'America attraverso scambio di corrispondenza) del 3 marzo 2003 (il "Contratto di Pegno") tra MEMC Electronic Materials, Inc., società di diritto statunitense, con sede legale c/o The Corporation Trust Company Corporation Trust Center 1209 Orange Street Wilmington, Delaware, Stati Uniti d'America, in qualità di costituente il pegno, e CITICORP USA, Inc., società di diritto statunitense, con sede legale in 2 Penns Way, Suite 200 New Castle, Delaware e agente, in qualità di Collateral Agent (come definito nel Contratto di Pegno), sia in nome proprio sia in nome e per conto dei Creditori Pignoratizi (come di seguito indicati e definiti nel Contratto di Pegno quali Secured Parties), le n. [ ] azioni di nuova emissione della MEMC Electronic Materials S.p.A. (la "Società") rappresentate dal presente certificato azionario n. [ ] (rispettivamente, le "Nuove Azioni" ovvero le New Shares, come definite nel Contratto di Pegno, ed il "Nuovo Certificato") - già costituite in garanzia in base ai contratti di pegno di primo grado denominati, ai sensi del Contratto di Pegno (a) Reimbursement Pledge Agreement, come modificato dal Reimbursement Italian Supplement del 3 marzo 2003 e (b) Bank Revolver Pledge Agreement, come modificato dal Bank Revolver Italian Supplement del 3 marzo 2003 e conclusi tra MEMC Electronic Materials, Inc., in qualità di costituente il pegno, CITICORP USA, Inc., in qualità di collateral agent sia in nome proprio sia in nome e per conto dei rispettivi creditori pignoratizi ivi indicati (di seguito, collettivamente, i "Creditori Pignoratizi di Primo Grado") - sono costituite in pegno dall'azionista MEMC Electronic Materials, Inc., in favore di:

Citicorp USA, Inc. con sede in 2 Penns Way, Suite 200 New Castle, Delaware, Stati Uniti d'America; TPG Wafer Partners LLC c/o The Corporation Trust Company Corporation Trust Center 1209 Orange Street Wilmington, Delaware, Stati Uniti d'America; TCW/Crescent Mezzanine Partners III, L.P. con sede in 11100 Santa Monica Blvd., Suite 2000 Los Angeles, California, Stati Uniti d'America; TCW/Crescent Mezzanine Trust III, statutory business trust, con sede in 11100 Santa Monica Blvd., Suite 2000 Los Angeles, California, Stati Uniti d'America; TCW/Crescent Mezzanine Partners III Netherlands, L.P., con sede in 11100 Santa Monica Blvd., Suite 2000 Los Angeles, California, Stati Uniti d'America; Green Equity Investors III, L.P., con sede in 11100 Santa Monica Blvd., Suite 2000 Los Angeles, California, Stati Uniti d'America; Green Equity Investors Side III, L.P., con sede in 11100 Santa Monica Blvd., Suite 2000 Los Angeles, California, Stati Uniti d'America (i "Creditori Pignoratizi")

a garanzia dell'integrale adempimento delle obbligazioni denominate Investor Revolver Obligations (come definite nel Contratto di Pegno), ivi incluse quelle derivanti dallo stesso Contratto di Pegno, dall'Investor Revolving Credit Agreement e dagli altri Loan Documents (come ivi definiti). Ai sensi del Contratto di Pegno, tuttavia, il diritto reale di garanzia di cui alla presente annotazione è a tutti gli effetti subordinato rispetto ai diritti di pegno di grado anteriore costituiti sul Nuovo Certificato a seguito dei contratti di cui alle precedenti lettere (a) e (b).

I diritti di voto, i diritti amministrativi connessi e il diritto a percepire i dividendi inerenti alle Nuove Azioni costituite in pegno e rappresentate dal Nuovo Certificato sono regolati dalla Sezione 5 del Contratto di Pegno.

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Si prende e si dà atto che, secondo quanto previsto nella Sezione 1 del Contratto di Pegno, le Azioni della Società complessivamente date in pegno (ivi incluse le Nuove Azioni costituite in pegno) a favore dei Creditori Pignoratizi di Primo Grado e dei Creditori Pignoratizi non eccedono il 65% del capitale sociale della Società.

Si dà atto che, ai sensi del Contratto di Pegno, Citicorp USA, Inc., quale Collateral Agent, riceve il pegno di cui alla presente annotazione e pertanto oltre a continuare a custodire ininterrottamente il Nuovo Certificato nell'interesse e per conto dei Creditori Pignoratizi di Primo Grado, viene ora a detenere il medesimo anche nell'interesse e per conto dei Creditori Pignoratizi, inclusi i loro successori e aventi causa, nonché delle New Secured Parties (come definite nel Contratto di Pegno).

Si dà altresì atto che, ai sensi del Contratto di Pegno, i Creditori Pignoratizi hanno dato mandato a Citicorp USA, Inc., quale Collateral Agent, a fare quanto necessario affinchè la Società annoti sul Nuovo Certificato sia il trasferimento del presente pegno di secondo grado a favore di ogni successore o avente causa dei Creditori Pignoratizi sia l'estensione del presente pegno di secondo grado a favore di nuovi soggetti che risultino creditori di MEMC Electronic Materials, Inc. in base a quanto previsto nel Contratto di Pegno (ivi definiti New Secured Parties), in entrambi i casi, con pari grado e diritti rispetto alla garanzia reale costituita a favore dei Creditori Pignoratizi di cui alla presente annotazione.

[Luogo e Data ed ora] ______________________
Un Amministratore

La costituzione in garanzia di cui sopra è stata annotata sul libro soci in data odierna ai sensi del R.D. 29.3.1942 n. 239.

[Luogo e Data ed ora] ______________________
Un Amministratore

EXHIBIT C

Text of the notation of the pledge to be inscribed by a Director on the certificates representing the New Shares of MEMC Electronic Materials S.p.A.

It is acknowledged that, pursuant to Sections 1 and 2 the second degree deed of pledge (as amended on the same date by the Italian Supplement to the Investor Revolving Pledge Agreement executed in the United States of America by way of exchange of correspondence) dated March 3, 2003 (the "Deed of Pledge"), by and between MEMC Electronic Materials, Inc., a company duly incorporated and existing under the laws of the United States of America, with registered office c/o The Corporation Trust Company Corporation Trust Center 1209 Orange Street Wilmington, Delaware, United States of America, as pledgor, and CITICORP USA, Inc., a company duly incorporated and existing under the laws of the United States of America, with registered office at 2 Penns Way, Suite 200 New Castle, Delaware, and acting as Collateral Agent (as defined in the Pledge Agreement), in its own name and in the name and on behalf of the Secured Parties (specified hereinafter and defined in the Pledge Agreement as "Secured Parties"), the shares of MEMC Electronic Materials S.p.A. (the "Company") represented by this share certificate No. [ ] (respectively, the "New Shares", as defined in the Deed of Pledge and the "New Certificate") - already pledged in favor of the secured parties pursuant to the first degree pledge agreements defined under the Pledge Agreement: (a) Reimbursement Pledge Agreement,

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as supplemented by the Reimbursement Italian Supplement dated March 3, 2003 and (b) Bank Revolver Pledge Agreement, as supplemented by the Bank Revolver Italian Supplement dated March 3, 2003 and executed by and between MEMC Electronic Materials, Inc., as pledgor, CITICORP USA, Inc., as collateral agent acting in its own name and in the name and on behalf of the secured parties named therein (hereinafter collectively, the "First Degree Secured Parties"),- are hereby pledged by MEMC Electronic Materials, Inc., for the benefit of:

Citicorp USA, Inc. with registered office at 2 Penns Way, Suite 200 New Castle, Delaware, U.S.A.; TPG Wafer Partners LLC c/o The Corporation Trust Company Corporation Trust Center 1209 Orange Street Wilmington, Delaware, U.S.A.; TCW/Crescent Mezzanine Partners III, L.P., with registered office at 11100 Santa Monica Blvd., Suite 2000 Los Angeles, California, U.S.A.; TCW/Crescent Mezzanine Trust III, statutory business trust, with registered office at 11100 Santa Monica Blvd., Suite 2000 Los Angeles, California, U.S.A.; TCW/Crescent Mezzanine Partners III Netherlands, L.P., with registered office at 11100 Santa Monica Blvd., Suite 2000 Los Angeles, California, U.S.A.; Green Equity Investors III, L.P., with registered office at 11100 Santa Monica Blvd., Suite 2000 Los Angeles, California, U.S.A.; Green Equity Investors Side III, L.P., with registered office at 11100 Santa Monica Blvd., Suite 2000 Los Angeles, California, U.S.A. (the "Secured Parties")

as security for the full payment and performance of the obligations entitled Investor Revolver Obligations (as defined in the Deed of Pledge), including those derived from the same Deed of Pledge, from the Investor Revolving Credit Agreement and from the other Loan Documents (as therein defined). Pursuant to the Deed of Pledge, however, the security interest referred to in this notation is to all effects subordinated to the senior rights of pledge created on the New Certificate according to the pledge agreements defined above in (a) and (b).

The voting rights, the related administrative rights, and the right to receive dividends relating to the pledged New Shares and represented by the New Certificate are governed by Section 5 of the Deed of Pledge.

It is acknowledged that pursuant to the Deed of Pledge, CITICORP USA, Inc., as Collateral Agent, hereby receives the pledge referred to in this notation, and thus, in addition to maintaining the uninterrupted custody of the New Certificate on behalf of and in the interest of the First Degree Secured Parties, it now starts to hold the New Certificate in custody also for the interest and on behalf of the Secured Parties, including their successors and assignees, as well as for the New Secured Parties (as defined in the Deed of Pledge).

It is also acknowledged that, pursuant to the Deed of Pledge, the Secured Parties have instructed CITICORP USA, Inc., as Collateral Agent, to take all necessary steps to have the Company inscribe on the New Certificate both the transfer of this second degree pledge in favor of each successor or assignee of the Secured Parties, and the extension of this second degree pledge for the benefit of any new party who may become a creditor of MEMC Electronic Materials, Inc., pursuant to the Deed of Pledge (defined therein as "New Secured Parties"), in either case pari passu with and with the same rights attached to the security interest granted hereby in favor of the Secured Parties.

[Place, date and time] ______________________
A Director

The above creation of a security interest is inscribed in the shareholders' book on today's date pursuant to Royal Degree 29.3.1942 No. 239.

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[Place, date and time] ______________________
A Director

EXHIBIT D

Testo dell'annotazione del pegno sulle Nuove Azioni da apporre sul libro soci della MEMC Electronic Materials S.p.A.

Si prende e si dà atto che, ai sensi delle Sezioni 1 e 2 del contratto di pegno di secondo grado (come modificato, in pari data dall'accordo denominato Italian Supplement to the Investor Revolving Pledge Agreement concluso negli Stati Uniti d'America attraverso scambio di corrispondenza) del 3 marzo 2003 (il "Contratto di Pegno") tra il socio unico MEMC Electronic Materials, Inc., società di diritto statunitense, con sede legale c/o The Corporation Trust Company Corporation Trust Center 1209 Orange Street Wilmington, Delaware, Stati Uniti d'America, in qualità di costituente il pegno, e CITICORP USA, Inc., società di diritto statunitense, con sede legale a 2 Penns Way, Suite 200, New Castle, Delaware, Stati Uniti d'America e agente, in qualità di Collateral Agent (come definito nel Contratto di Pegno), sia in nome proprio sia in nome e per conto dei Creditori Pignoratizi (come di seguito indicati e definiti nel Contratto di Pegno quali Secured Parties), le n. [ ] azioni di nuova emissione della Società rappresentate dal presente certificato azionario n. [ ] (rispettivamente, le "Nuove Azioni" ovvero le New Shares, come definite nel Contratto di Pegno, ed il "Nuovo Certificato") - già costituite in garanzia in base ai contratti di pegno di primo grado denominati, ai sensi del Contratto di Pegno, (a) Reimbursement Pledge Agreement, come modificato dal Reimbursement Italian Supplement del 3 marzo 2003, e (b) Bank Revolver Pledge Agreement, come modificato dal Bank Revolver Italian Supplement del 3 marzo 2003, e conclusi tra MEMC Electronic Materials, Inc., in qualità di costituente il pegno, Citicorp USA, Inc., in qualità di collateral agent, sia in nome proprio sia in nome e per conto dei rispettivi creditori pignoratizi ivi indicati (di seguito, collettivamente, i "Creditori Pignoratizi di Primo Grado") - sono costituite in pegno dall'azionista MEMC Electronic Materials, Inc., in favore di:

Citicorp USA, Inc. con sede in 2 Penns Way, Suite 200 New Castle, Delaware, Stati Uniti d'America; TPG Wafer Partners LLC c/o The Corporation Trust Company Corporation Trust Center 1209 Orange Street Wilmington, Delaware, Stati Uniti d'America; TCW/Crescent Mezzanine Partners III, L.P. con sede in 11100 Santa Monica Blvd., Suite 2000 Los Angeles, California, Stati Uniti d'America; TCW/Crescent Mezzanine Trust III, statutory business trust, con sede in 11100 Santa Monica Blvd., Suite 2000 Los Angeles, California, Stati Uniti d'America; TCW/Crescent Mezzanine Partners III Netherlands, L.P., con sede in 11100 Santa Monica Blvd., Suite 2000 Los Angeles, California, Stati Uniti d'America; Green Equity Investors III, L.P., con sede in 11100 Santa Monica Blvd., Suite 2000 Los Angeles, California, Stati Uniti d'America; Green Equity Investors Side III, L.P., con sede in 11100 Santa Monica Blvd., Suite 2000 Los Angeles, California, Stati Uniti d'America (i "Creditori Pignoratizi")

a garanzia dell'integrale adempimento delle obbligazioni denominate Investor Revolver Obligations (come definite nel Contratto di Pegno), ivi incluse quelle derivanti dallo stesso Contratto di Pegno, dall'Investor Revolving Credit Agreement e dagli altri Loan Documents (come ivi definiti). Ai sensi del Contratto di Pegno, tuttavia, il diritto reale di garanzia di cui alla presente annotazione è a tutti gli effetti subordinato rispetto ai diritti di pegno di grado anteriore costituiti sul Nuovo Certificato a seguito dei contratti di cui alle precedenti lettere (a) e (b).

I diritti di voto, i diritti amministrativi connessi e il diritto a percepire i dividendi inerenti alle Nuove

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Azioni costituite in pegno e rappresentate dal Nuovo Certificato sono regolati dalla Sezione 5 del Contratto di Pegno.

Si prende e si dà atto che, secondo quanto previsto nella Sezione 1 del Contratto di Pegno, le Azioni della Società complessivamente date in pegno (ivi incluse le Nuove Azioni costituite in pegno) a favore dei Creditori Pignoratizi di Primo Grado e dei Creditori Pignoratizi non eccedono il 65% del capitale sociale della Società.

Si dà atto che, ai sensi del Contratto di Pegno, Citicorp USA, Inc., quale Collateral Agent, riceve il pegno di cui alla presente annotazione e pertanto oltre a continuare a custodire ininterrottamente il Nuovo Certificato nell'interesse e per conto dei Creditori Pignoratizi di Primo Grado, viene ora a detenere il medesimo anche nell'interesse e per conto dei Creditori Pignoratizi, inclusi i loro successori e aventi causa, nonché delle New Secured Parties (come definite nel Contratto di Pegno).

Si dà altresì atto che, ai sensi del Contratto di Pegno, i Creditori Pignoratizi hanno dato mandato a Citicorp USA, Inc., quale Collateral Agent, a fare quanto necessario affinchè la Società annoti sul Nuovo Certificato sia il trasferimento del presente pegno di secondo grado a favore di ogni successore o avente causa dei Creditori Pignoratizi sia l'estensione del presente pegno di secondo grado a favore di nuovi soggetti che risultino creditori di MEMC Electronic Materials, Inc. in base a quanto previsto nel Contratto di Pegno (ivi definiti quali New Secured Parties), in entrambi i casi, con pari grado e diritti rispetto alla garanzia reale costituita a favore dei Creditori Pignoratizi di cui alla presente annotazione.

[Luogo e Data ed ora] ______________________
Un Amministratore

EXHIBIT D

Text of the annotation of the pledge on the New Shares to be inscribed on shareholders' book of MEMC Electronic Materials S.p.A.

It is acknowledged that, pursuant to Sections 1 and 2 of the second degree deed of pledge (as amended on the same date by the Italian Supplement to the Investor Revolving Pledge Agreement executed in the United States of America by way of exchange of correspondence) dated March 3, 2003 (the "Deed of Pledge"), by and between the sole shareholder MEMC Electronic Materials, Inc., a company duly incorporated and existing under the laws of the United States of America, with registered office c/o The Corporation Trust Company Corporation Trust Center 1209 Orange Street Wilmington, Delaware, United States of America , as pledgor, and CITICORP USA, Inc., a company incorporated under the laws of the United States of America, with registered office at 2 Penns Way, Suite 200 New Castle, Delaware, as Collateral Agent (as defined in the Pledge Agreement), acting in its own name and in the name and on behalf of the Secured Parties (as specified hereinafter and defined in the Pledge Agreement as "Secured Parties"), the shares of the Company represented by this share certificate No. [●] (respectively, the "New Shares", as defined in the Deed of Pledge and the "New Certificate") - already pledged in favor of the secured parties pursuant to the first degree pledge agreements defined under the Pledge Agreement: (a) Reimbursement Pledge Agreement, as supplemented by the Reimbursement Italian Supplement dated March 3, 2003 and (b) Bank Revolver Pledge Agreement, as supplemented by the Bank Revolver Italian Supplement dated March 3, 2003 executed by and between MEMC Electronic Materials, Inc., as pledgor, CITICORP USA, Inc., as collateral agent acting in its own name and in the name and on behalf of the respective secured parties named therein (hereinafter, collectively, the "First Degree Secured Parties"), - are hereby pledged by the sole shareholder MEMC Electronic Materials, Inc., for the benefit of:

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Citicorp USA, Inc. with registered office at 2 Penns Way, Suite 200 New Castle, Delaware, U.S.A.; TPG Wafer Partners LLC c/o The Corporation Trust Company Corporation Trust Center 1209 Orange Street Wilmington, Delaware, U.S.A.; TCW/Crescent Mezzanine Partners III, L.P., with registered office at 11100 Santa Monica Blvd., Suite 2000 Los Angeles, CA 90025, U.S.A.; TCW/Crescent Mezzanine Trust III, statutory business trust, with registered office at 11100 Santa Monica Blvd., Suite 2000 Los Angeles, CA 90025, U.S.A.; TCW/Crescent Mezzanine Partners III Netherlands, L.P., with registered office at 11100 Santa Monica Blvd., Suite 2000 Los Angeles, CA 90025, U.S.A.; Green Equity Investors III, L.P., with registered office at 11100 Santa Monica Blvd., Suite 2000 Los Angeles, CA 90025, U.S.A.; Green Equity Investors Side III, L.P., with registered office at 11100 Santa Monica Blvd., Suite 2000 Los Angeles, CA 90025, U.S.A. (the "Secured Parties")

as security for the full payment or performance of the obligations entitled Investor Revolver Obligations (as defined in the Deed of Pledge), including those derived from the same Deed of Pledge, from the Investor Revolving Credit Agreement and from the other Loan Documents (as therein defined). According to the terms of the Deed of Pledge, however, the security interest referred to in this notation is to all effects subordinated to the senior rights of pledge created on the New Certificate pursuant to the pledge agreements defined above in (a) and (b).

The voting rights, the related administrative rights, and the right to receive dividends relating to the pledges New Shares represented by the New Certificate are governed by Section 5 of the Deed of Pledge.

It is also acknowledged that according to the Deed of Pledge, CITICORP USA, Inc, as Collateral Agent, hereby receives the pledge referred to in this notation, and thus, in addition to maintaining the uninterrupted custody of the New Certificate on behalf of and in the interest of the First Degree Secured Parties, it now starts to hold the New Certificate in custody also in the interest and on behalf of the Secured Parties, including their successors and assignees, as well as for the New Secured Parties (as defined in the Deed of Pledge).

It is also acknowledged that, pursuant to the terms of the Deed of Pledge, the Secured Parties have instructed CITICORP USA, Inc., as Collateral Agent, to take all necessary steps to have the Company inscribe on the New Certificate both the transfer of this second degree pledge in favor of each successor or assignee of the Secured Parties, and the extension of this second degree pledge for the benefit of any new party who may become a creditor of MEMC Electronic Materials, Inc., as set out in the Deed of Pledge (defined therein as "New Secured Parties"), in either case pari passu with and with the same rights as the security interest granted hereby in favor of the Secured Parties.

[Place, date and time] ______________________
A Director

EXHIBIT E

Testo dell'annotazione del pegno a favore di Nuovi Creditori Pignoratizi da apporre da parte di un Amministratore sui certificati azionari della MEMC Electronic Materials S.p.A.

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Si prende e si dà atto che, su richiesta di CITICORP USA, INC., società di diritto statunitense con sede a 2 Penns Way, Suite 200 New Castle, Delaware, Stati Uniti d'America, e agente anche in nome e per conto del [inserire la denominazione sociale del Nuovo Creditore Pignoratizio], società di diritto [ ], con sede legale in [ ], ai sensi della Sezione 2 del contratto di pegno di secondo grado (come modificato, in pari data, dall'accordo denominato Italian Supplement to the Investor Revolving Pledge Agreement concluso negli Stati Uniti d'America, attraverso scambio di corrispondenza) del 3 marzo 2003 (il "Contratto di Pegno") tra MEMC Electronic Materials, Inc., società di diritto statunitense, con sede legale c/o The Corporation Trust Company Corporation Trust Center 1209 Orange Street Wilmington, Delaware, Stati Uniti d'America, in qualità di costituente il pegno, e Citicorp USA, Inc., agente, in qualità di Collateral Agent (come definito nel Contratto di Pegno), sia in nome proprio sia in nome e per conto dei Creditori Pignoratizi (come definiti nel Contratto di Pegno), il pegno di secondo grado, già costituito sul presente certificato azionario n. [ ] (il "Certificato", attualmente custodito da Citicorp USA, Inc.) da MEMC Electronic Materials, Inc., in favore dei Creditori Pignoratizi si intende esteso, con pari grado e diritti, anche a favore di [inserire la denominazione sociale del Nuovo Creditore Pignoratizio], a garanzia dell'integrale adempimento delle obbligazioni nei confronti di [inserire la denominazione sociale del Nuovo Creditore Pignoratizio] denominate Investor Revolver Obligations (come definite nel Contratto di Pegno), ivi incluse quelle derivanti dallo stesso Contratto di Pegno, dall'Investor Revolving Credit Agreement e dai Loan Documents, tra cui il contratto denominato [ ] del [ ], concluso in [ ], tra [inserire la denominazione sociale delle parti, incluso il Nuovo Creditore Pignoratizio].

Si dà atto che il pegno di secondo grado costituito sul Certificato è regolato dal Contratto di Pegno, in quanto applicabile e, pertanto, i diritti di voto, i diritti amministrativi connessi e il diritto a percepire i dividendi inerenti alle azioni rappresentate dal Certificato sono regolati dalla sezione 5 del Contratto di Pegno.

Si dà altresì atto che, ai sensi del Contratto di Pegno, Citicorp USA, Inc., quale Collateral Agent, riceve il pegno di cui alla presente annotazione e pertanto, oltre a continuare a custodire ininterrottamente il Certificato nell'interesse e per conto dei Creditori Pignoratizi, ivi inclusi i loro successori, aventi causa e le New Secured Parties (come definite nel Contratto di Pegno), viene ora a custodire il medesimo anche nell'interesse e per conto di [inserire la denominazione sociale del Nuovo Creditore Pignoratizio], ivi inclusi i suoi successori e aventi causa.

Si dà infine atto che il pegno di secondo grado esteso a favore di [inserire la denominazione sociale del Nuovo Creditore Pignoratizio] per effetto della presente annotazione ha lo stesso grado e diritti della garanzia reale costituita sul Certificato a favore dei Creditori Pignoratizi in base al Contratto di Pegno, ferma restando l'esistenza di due pegni di grado anteriore sul Certificato costituiti a seguito del (a) Reimbursement Pledge Agreement, come modificato dal Reimbursement Italian Supplement del 3 marzo 2003 e (b) Bank Revolver Pledge Agreement, come modificato dal Bank Revolver Italian Supplement del 3 marzo 2003 e conclusi tra MEMC Electronic Materials, Inc., in qualità di costituente il pegno, Citicorp USA, Inc., in qualità di collateral agent sia in nome proprio sia in nome e per conto dei rispettivi creditori pignoratizi ivi indicati.

[Luogo e Data ed ora] ______________________
Un Amministratore

La costituzione in garanzia di cui sopra è stata annotata sul libro soci in data odierna ai sensi del R.D. 29.3.1942 n. 239.

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[Luogo e Data ed ora] ______________________
Un Amministratore

EXHIBIT E

Text of the notation of the pledge in favor of the New Secured Parties to be inscribed by a Director on the share certificates of MEMC Electronic Materials S.p.A.

It is hereby acknowledged that, upon request of CITICORP USA, Inc., a company duly incorporated and existing under the laws of Delaware, with registered office at 2, Penns Way, Suite 200, New Castle, United States of America, acting also in the name and on behalf of [name of the New Secured Party], a company existing under the laws of [ ], with registered office at [ ], pursuant to Section 2 of the second degree deed of pledge (as amended, on the same date, by the Italian Supplement to the Investor Revolving Pledge Agreement executed in the United States of America by way of exchange of correspondence) on March 3, 2003, (the "Deed of Pledge"), by and between MEMC Electronic Materials, Inc., a company duly incorporated and existing under the laws of Delaware, with registered office at [ ], United States of America, as pledgor, and CITICORP USA, Inc., acting in its capacity as Collateral Agent (as defined in the Deed of Pledge) in its own name and in the name and on behalf of the Secured Parties (as defined in the Deed of Pledge), the second degree pledge, already existing on this share certificate No. [ ] (the "Certificate") (currently held in custody by CITICORP USA, Inc.), created by MEMC Electronic Materials, Inc. in favor of the Secured Parties is hereby extended, pari passu and with equal rights, also in favor of [name of the New Secured Party], as security for the full payment and performance of the Investor Revolver Obligations (as defined in the Deed of Pledge) with respect to [name of the New Secured Party], including those obligations arising from the Deed of Pledge, from the Investor Revolving Credit Agreement and from the Loan Documents, including the agreement executed in [ ], on [ ], by and between [name of the parties thereof, including the New Secured Party].

It is acknowledged that the second degree pledge created on the Certificate is governed by the Deed of Pledge, where applicable and, therefore, the voting rights, the right to receive dividends and the relating administrative rights, are governed by Section 5 of the Deed of Pledge.

It is also acknowledged that, pursuant to the Deed of Pledge, CITICORP USA, Inc., in its capacity as Collateral Agent, hereby receives the pledge to which this notation pertains and, thus, in addition to maintaining the uninterrupted custody of the Certificate in the interest and on behalf of the Secured Parties, including their successors or assignees, and the New Secured Parties (as defined in the Deed of Pledge), it now starts to keep the Certificate in custody also on behalf of [name of New Secured Party] including its successors or assignees.

Lastly, it is acknowledged that the second degree pledge extended in favor of the [name of New Secured Party] grants the same rights of, and is pari passu with, the security interest created on the Certificate in favor of the Secured Parties pursuant to the Deed of Pledge, it being understood that on the Certificate have already been created two senior security interests pursuant to (a) the Bank Revolver Pledge Agreement, as supplemented by the Bank Revolver Italian Supplement dated March 3, 2003 and (b) the Reimbursement Pledge Agreement as supplemented by the Reimbursement Italian Supplement dated March 3, 2003 entered into by and between MEMC Electronic Materials, Inc., in its capacity as pledgor, and CITICORP USA, Inc., in its capacity as Collateral Agent acting in its own name and in the name, and on behalf of, the Secured Parties defined therein.

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[Place, date and time] ______________________
A Director

A notation regarding the above security interest has been made in the shareholders' book of MEMC Electronic Materials S.p.A. pursuant to Royal Decree No. 239/42.

[Place, date and time] ______________________
A Director

EXHIBIT F

Testo dell'annotazione del pegno a favore di Nuovi Creditori Pignoratizi da apporre sul libro soci di MEMC Electronic Materials S.p.A.

Si prende e si dà atto che, su richiesta di CITICORP USA, Inc., società di diritto statunitense con sede a 2 Penns Way, Suite 200 New Castle, Delaware, Stati Uniti d'America, ed agente anche in nome e per conto di [inserire la denominazione sociale del Nuovo Creditore Pignoratizio], società di diritto [ ], con sede legale in [ ], ai sensi della Sezione 2 del contratto di pegno di secondo grado (come modificato, in pari data, dall'accordo denominato Italian Supplement to the Investor Revolving Pledge Agreement concluso negli Stati Uniti d'America, attraverso scambio di corrispondenza) del 3 marzo 2003 (il "Contratto di Pegno") tra il socio unico MEMC Electronic Materials, Inc., società di diritto statunitense, con sede legale c/o The Corporation Trust Company Corporation Trust Center 1209 Orange Street Wilmington, Delaware, Stati Uniti d'America, in qualità di costituente il pegno, e CITICORP USA, Inc., agente in qualità di Collateral Agent (come definito nel Contratto di Pegno), sia in proprio nome sia in nome e per conto dei Creditori Pignoratizi (come definiti nel Contratto di Pegno), il pegno di secondo grado, già esistente sul presente certificato azionario n. [ ] (il "Certificato", attualmente custodito da Citicorp USA, Inc.) costituito da MEMC Electronic Materials, Inc. a favore dei Creditori Pignoratizi, si intende esteso, con pari grado e diritti, anche a favore di [inserire la denominazione sociale del Nuovo Creditore Pignoratizio], a garanzia dell'integrale adempimento delle obbligazioni nei confronti di [inserire la denominazione sociale del Nuovo Creditore Pignoratizio] denominate Investor Revolver Obligations (come definite nel Contratto di Pegno), ivi incluse quelle derivanti dallo stesso Contratto di Pegno, dall'Investor Revolving Credit Agreement e dai Loan Documents, tra cui il contratto denominato [ ] del [ ], concluso in [ ], tra [inserire la denominazione sociale delle parti incluso il Nuovo Creditore Pignoratizio].

Si dà atto che il pegno di secondo grado costituito sul Certificato è regolato dal Contratto di Pegno, in quanto applicabile, e, pertanto, i diritti di voto, i diritti amministrativi connessi e il diritto a percepire i dividendi inerenti alle azioni rappresentate dal Certificato sono regolati dalla Sezione 5 del Contratto di Pegno [inserire la denominazione sociale del Nuovo Creditore Pignoratizio], ivi inclusi i suoi successori e aventi causa.

Si dà atto infine che il pegno di secondo grado esteso a favore di [inserire la denominazione sociale del Nuovo Creditore Pignoratizio] ha lo stesso grado e diritti della garanzia reale costituita sul Certificato a favore dei Creditori Pignoratizi in base al Contratto di Pegno, ferma restando l'esistenza sul Certificato di due pegni di grado anteriore costituiti a seguito del (a) Reimbursement Pledge Agreement, come modificato dal Reimbursement Italian Supplement del 3 marzo 2003 e (b) Bank Revolver Pledge Agreement, come modificato dal Bank Revolver Italian Supplement del 3 marzo 2003, e conclusi tra MEMC Electronic Materials, Inc., in qualità di costituente il pegno, Citicorp USA, Inc., in qualità di collateral agent, sia in nome proprio sia in nome e per conto dei rispettivi creditori pignoratizi ivi

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indicati..

[Luogo e Data ed ora] ______________________
Un Amministratore

EXHIBIT F

Text of the notation of the pledge in favor of the New Secured Parties to be inscribed in the

shareholders' book of MEMC Electronic Materials S.p.A.

It is hereby acknowledged that, upon the request of CITICORP USA, Inc., a company duly incorporated and existing under the laws of the United States of America, with registered office at 2 Penns Way, Suite 200, New Castle, Delaware, United States of America, acting also in the name and on behalf of [name of the New Secured Party], a company existing under the laws of [ ], with registered office at [ ], pursuant to Section 2 of the second degree deed of pledge (as amended, on the same date, by the Italian Supplement to the Investor Revolving Pledge Agreement executed in the United States of America by way of exchange of correspondence) dated March 3, 2003, (the "Deed of Pledge"), by and between the sole shareholder MEMC Electronic Materials, Inc., a company duly incorporated and existing under the laws of Delaware, United States of America, with registered office at [ ],United States of America, as pledgor, and CITICORP USA, Inc., in its capacity as Collateral Agent (as defined therein), in its own name, and in the name and on behalf of the Secured Parties (as defined in the Deed of Pledge), the second degree pledge, already existing on 42,500,000 ordinary shares of the Company represented by share certificate No. 64 (currently held by CITICORP USA, Inc.), (the "Certificate") and corresponding, in total, to 65% of the Company's corporate stock, created by MEMC Electronic Materials, Inc., in favor of the Secured Parties is hereby extended, pari passu and with equal rights, also in favor of [name of the New Secured Party], as security for the full payment or punctual performance of the Investor Revolver Obligations (as defined in the Deed of Pledge) with respect to [name of the New Secured Party], including those obligations arising from the Deed of Pledge, from the Investor Revolving Credit Agreement and from the Loan Documents, including the agreement executed in [ ], on [ ], by and between [name of the parties thereof, including the New Secured Party].

It is acknowledged that the second degree pledge created on the Certificate is governed by the Deed of Pledge, where applicable and, therefore, the voting rights, the right to receive dividends and the relating administrative rights, are governed by Section 5 of the Deed of Pledge.

It is also acknowledged that, pursuant to the Deed of Pledge, CITICORP USA, Inc., in its capacity as Collateral Agent, hereby receives the pledge to which this notation pertains and, thus, in addition to maintaining the uninterrupted custody of the Certificate in the interest and on behalf of the Secured Parties, including their successors or assignees, and the New Secured Parties (as defined in the Deed of Pledge) it now starts to keep the Certificate in custody also on behalf of [name of New Secured Party] including its successors or assignees.

Lastly, it is also acknowledged that the second degree pledge extended in favor of the [name of New Secured Party] grants the same rights of, and is pari passu with, the security interest created on the Certificate in favor of the Secured Parties pursuant to the Deed of Pledge, it being understood that on the Certificate have already been created two senior security interests pursuant to (a) the Bank Revolver Pledge Agreement, as supplemented by the Bank Revolver Italian Supplement dated March 3, 2003 and (b) the Reimbursement Pledge Agreement as supplemented by the Reimbursement Italian Supplement dated March 3, 2003 entered into by and between MEMC Electronic Materials, Inc., in its capacity as

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pledgor, and CITICORP USA, Inc., in its capacity as Collateral Agent in its own name and in the name, and on behalf of, the Secured Parties defined therein.

[Place, date and time] ______________________
A Director

EXHIBIT G

[Letterhead of Citicorp USA, Inc.]

New Secured Party Notice

To:	Chairman of the Board of Directors MEMC Electronic Materials S.p.A. Viale Gherzi n. 31 Novara Italy
c.c.:	MEMC Electronic Materials, Inc. c/o The Corporation Trust Company Corporation Trust Center 1209 Orange Street Wilmington, Delaware To the attention of General Counsel
From:	Citicorp USA, Inc.
Dated	[ ]
Re:	Italian Supplement to the Investor Revolver Pledge Agreement dated March 3, 2003

Dear Sirs,

1. We refer to the deed of pledge (Contratto di pegno) executed and delivered by way of exchange of correspondence in the United States of America on March 3, 2003, by and between MEMC Electronic Materials, Inc., Pledgor, and Citibank USA, Inc., Collateral Agent, also in the name and on behalf of the Secured Parties, as supplemented by an Italian supplement of even date (the "Italian Supplement to the Investor Revolver Pledge Agreement"). This is a New Secured Party Notice. The terms in capital letters shall bear the meanings indicated beside each one of them or, absent any indication, shall have the same meaning assigned to them under the "Italian Supplement to the Investor Revolver Pledge Agreement".

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2.	We confirm that, pursuant to [insert details of the Loan Document pursuant to which the New Secured Party has become a Loan Party], [insert corporate name of the New Secured Party], a company incorporated under the laws of [ ], with registered office in [ ], has become a Lender under the Investor Revolver Credit Agreement.
3.	Pursuant to Section 2 of the "Italian Supplement to the Investor Revolver Pledge Agreement", we request to annotate the extension of the Pledge in favor of [insert corporate name of the New Secured Party] on the Certificate [add, if applicable: and on the certificates representing the New Shares], substantially in the form indicated in Exhibit E to the "Italian Supplement to the Investor Revolver Pledge Agreement". We also request to annotate such extension of the Pledge in the shareholders' book of MEMC Electronic Materials S.p.A. substantially in the form indicated in Exhibit F to the "Italian Supplement to the Investor Revolver Pledge Agreement".
	[Date]
	Signed:
	Citicorp USA, Inc.
	[Name]
	[Title]

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EX-10.AAA(4)

Exhibit 10-aaa(4)

INDEMNITY, SUBROGATION and CONTRIBUTION AGREEMENT dated as of March 3, 2003 among MEMC ELECTRONIC MATERIALS, INC., a Delaware corporation (the "Borrower"), each subsidiary of Borrower listed on Schedule I hereto (each such subsidiary individually, a "Subsidiary" and or a "Guarantor" and, collectively, the "Guarantors") and CITICORP USA, INC., as collateral agent (in such capacity, the "Collateral Agent") for the Secured Parties (as defined in the Security Agreement).

Reference is made to the Revolving Credit Agreement dated as of December 5, 2002 (as amended, supplemented or otherwise modified from time to time, the "Revolving Credit Agreement"), among the Borrower, the lenders from time to time party thereto (the "Lenders"), the Collateral Agent and Citicorp USA, Inc., as administrative agent for the Lenders (in such capacity, the "Administrative Agent"). Capitalized terms used herein and not defined herein shall have the meanings assigned to such terms in the Revolving Credit Agreement.

The Lenders have agreed to make Loans to the Borrower pursuant to, and upon the terms and subject to the conditions specified in, the Revolving Credit Agreement. The Guarantors have guaranteed the Investor Revolver Obligations (as defined in the Guarantee Agreement) pursuant to the Guarantee Agreement; the Guarantors have granted Liens on and security interests in certain of their assets to secure such guarantees pursuant to (a) the Pledge Agreement and (b) the Security Agreement. The obligations of the Lenders to make Loans are conditioned on, among other things, the execution and delivery by the Borrower and the Guarantors of an agreement in the form hereof.

Accordingly, the Borrower, each Guarantor and the Collateral Agent agree as follows:

SECTION 1. Indemnity and Subrogation. In addition to all such rights of indemnity and subrogation as the Guarantors may have under applicable law (but subject to Section 3), the Borrower agrees that (a) in the event a payment shall be made by any Guarantor under the Guarantee Agreement, the Borrower shall indemnify such Guarantor for the full amount of such payment and such Guarantor shall be subrogated to the rights of the Person to whom such payment shall have been made to the extent of such payment and (b) in the event any assets of any Guarantor shall be sold pursuant to any Security Document to satisfy a claim of any Secured Party, the Borrower shall indemnify such Guarantor in an amount equal to the greater of the book value or the fair market value of the assets so sold.

SECTION 2. Contribution and Subrogation. Each Guarantor (a "Contributing Guarantor") agrees (subject to Section 3) that, in the event a payment shall be made by any other Guarantor under the Guarantee Agreement or assets of any other Guarantor shall be sold pursuant to any Security Document to satisfy a claim of any Secured Party and such other Guarantor (the "Claiming Guarantor") shall not have been fully indemnified by the Borrower as provided in Section 1, the Contributing Guarantor shall indemnify the Claiming Guarantor in an amount equal to the amount of such payment or the greater of the book value or the fair market value of such assets, as the case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of the Contributing Guarantor on the date hereof and the denominator shall be the aggregate net worth of all the Guarantors on the date hereof (or, in the case of any Guarantor becoming a party hereto pursuant to Section 12, the date of the Supplement hereto executed and delivered by such Guarantor). Any Contributing Guarantor making any payment to a

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Claiming Guarantor pursuant to this Section 2 shall be subrogated to the rights of such Claiming Guarantor under Section 1 to the extent of such payment.

SECTION 3. Subordination. Notwithstanding any provision of this Agreement to the contrary, all rights of each of the Guarantors under Sections 1 and 2 hereof and all other rights of each of the Guarantors in respect of indemnity, contribution or subrogation from any other Loan Party under applicable law or otherwise shall be fully subordinated to the indefeasible payment in full in cash of all Investor Revolver Obligations which are then due and payable whether at maturity, by acceleration or otherwise. No failure on the part of the Borrower or any Guarantor to make the payments required by Sections 1 and 2 (or any other payments required under applicable law or otherwise) shall in any respect limit the obligations and liabilities of any Guarantor with respect to its obligations hereunder, and each Guarantor shall remain liable for the full amount of the obligations of such Guarantor hereunder.

SECTION 4. Termination. This Agreement shall survive and be in full force and effect so long as any Investor Revolver Obligation is outstanding and has not been performed or indefeasibly paid in full in cash, as applicable and any of the Commitments under the Revolving Credit Agreement have not been terminated, and shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of any Investor Revolver Obligation is rescinded or must otherwise be restored by any Secured Party or any Guarantor upon the bankruptcy or reorganization of the Borrower, any Guarantor or otherwise.

SECTION 5. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

SECTION 6. No Waiver; Amendment. (a) No failure on the part of the Collateral Agent or any Guarantor to exercise, and no delay in exercising, any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy by the Collateral Agent or any Guarantor preclude any other or further exercise thereof or the exercise of any other right, power or remedy. All remedies hereunder are cumulative and are not exclusive of any other remedies provided by law. None of the Collateral Agent and the Guarantors shall be deemed to have waived any rights hereunder unless such waiver shall be in writing and signed by such parties.

(b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to a written agreement entered into between the Borrower, the Guarantors and the Collateral Agent, subject to any consent required in accordance with Section 11.02 of the Revolving Credit Agreement.

SECTION 7. Notices. All communications and notices hereunder shall be in writing and given as provided in the Guarantee Agreement and addressed as specified therein.

SECTION 8. Binding Agreement; Assignments. Whenever in this Agreement any of the parties hereto is referred to, such reference shall be deemed to include the successors and assigns of such party; and all covenants, promises and agreements by or on behalf of the parties that are contained in this Agreement shall bind and inure to the benefit of their respective successors and assigns. Neither the Borrower nor any Guarantor may assign or transfer any of its rights or obligations hereunder (and any such attempted assignment or transfer shall be void) without the consent required in accordance with Section 11.02 of the Revolving Credit Agreement. Notwithstanding the foregoing, at the time any Guarantor is released from its obligations under the Guarantee Agreement in accordance with such Guarantee Agreement and the Revolving Credit Agreement, such Guarantor will cease to have any rights or obligations under this Agreement.

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SECTION 9. Survival of Agreement; Severability. (a) All covenants and agreements made by the Borrower and each Guarantor herein and in the certificates or other instruments prepared or delivered in connection with this Agreement or the other Loan Documents shall be considered to have been relied upon by the Collateral Agent, the other Secured Parties and each Guarantor and shall survive the making by the Lenders of the Loans and shall continue in full force and effect as long as the principal of or any accrued interest on any Loans or any other fee or amount payable under the Revolving Credit Agreement or this Agreement or under any of the other Loan Documents is outstanding and unpaid and as long as the Commitments have not been terminated.

(b) In case any one or more of the provisions contained in this Agreement should be held invalid, illegal or unenforceable in any respect, no party hereto shall be required to comply with such provision for so long as such provision is held to be invalid, illegal or unenforceable, but the validity, legality and enforceability of the remaining provisions contained herein 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 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 10. Counterparts. This Agreement 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 Agreement shall be effective with respect to any Guarantor when a counterpart bearing the signature of such Guarantor shall have been delivered to the Collateral Agent. Delivery of an executed signature page to this Agreement by facsimile transmission shall be as effective as delivery of a manually signed counterpart of this Agreement.

SECTION 11. Rules of Interpretation. The rules of interpretation specified in Section 1.02 and 1.03 of the Revolving Credit Agreement shall be applicable to this Agreement.

SECTION 12. Additional Guarantors. Pursuant to Section 5.12 of the Revolving Credit Agreement, each Subsidiary Loan Party that was not in existence or not a Subsidiary Loan Party on the date of the Revolving Credit Agreement is required to enter into the Guarantee Agreement as a Guarantor upon becoming a Subsidiary Loan Party. Upon execution and delivery, after the date hereof, by the Collateral Agent and such a Subsidiary of an instrument in the form of Annex 1 hereto, such Subsidiary shall become a Guarantor hereunder with the same force and effect as if originally named as a Guarantor hereunder. The execution and delivery of any instrument adding an additional Guarantor as a party to this Agreement shall not require the consent of any Guarantor hereunder. The rights and obligations of each Guarantor hereunder shall remain in full force and effect notwithstanding the addition of any new Guarantor as a party to this Agreement.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized officers as of the date first appearing above.

MEMC ELECTRONIC MATERIALS, INC.,

By: /s/ James M. Stolze
Name: James M. Stolze
Title: Executive Vice President, Chief Financial Officer

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By: /s/ Kenneth L. Young
Name: Kenneth L. Young
Title: Treasurer

EACH OF THE SUBSIDIARIES LISTED ON SCHEDULE I HERETO, as Guarantor,

MEMC ELECTRONIC MATERIALS, INC.,

By: /s/ Kenneth L. Young
Name: Kenneth L. Young, in his capacity as Treasurer for each of the Subsidiaries listed on Schedule I hereto

Schedule I to the
Indemnity, Subrogation and
Contribution Agreement

GUARANTOR

Name Address

Annex 1 to the
Indemnity, Subrogation and
Contribution Agreement

SUPPLEMENT NO. [ ] dated as of [ ], to the Indemnity, Subrogation and Contribution Agreement dated as of March 3, 2003 among MEMC ELECTRONIC MATERIALS, INC., a Delaware corporation (the "Borrower"), each subsidiary of Borrower listed on Schedule I hereto (each such subsidiary individually, a "Subsidiary" or a "Guarantor" and, collectively, the "Guarantors") and CITICORP USA, INC., as collateral agent (in such capacity, the "Collateral Agent") for the Secured Parties (as defined in the Security Agreement).

A. Reference is made to (a) the Revolving Credit Agreement dated as of December 5, 2002 (as amended, supplemented or otherwise modified from time to time, the "Revolving Credit Agreement"),

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among the Borrower, the lenders from time to time party thereto (the "Lenders"), the Collateral Agent and Citicorp USA, Inc., as administrative agent for the Lenders (in such capacity, the "Administrative Agent") and (b) the Guarantee Agreement.

B. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Indemnity, Subrogation and Contribution Agreement and the Revolving Credit Agreement.

C. The Borrower and the Guarantors have entered into the Indemnity, Subrogation and Contribution Agreement in order to induce the Lenders to make Loans. Pursuant to Section 5.12 of the Revolving Credit Agreement, each Subsidiary Loan Party that was not in existence or not a Subsidiary Loan Party on the date of the Revolving Credit Agreement is required to enter into the Indemnity, Subrogation and Contribution Agreement as a Guarantor upon becoming a Subsidiary Loan Party. Section 12 of the Indemnity, Subrogation and Contribution Agreement provides that additional Subsidiaries may become Guarantors under the Indemnity, Subrogation and Contribution Agreement by execution and delivery of an instrument in the form of this Supplement. The undersigned Subsidiary (the "New Guarantor") is executing this Supplement in accordance with the requirements of the Revolving Credit Agreement to become a Guarantor under the Indemnity, Subrogation and Contribution Agreement in order to induce the Lenders to make additional Loans and as consideration for Loans previously made.

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

SECTION 1. In accordance with Section 12 of the Indemnity, Subrogation and Contribution Agreement, the New Guarantor by its signature below becomes a Guarantor under the Indemnity, Subrogation and Contribution Agreement with the same force and effect as if originally named therein as a Guarantor and the New Guarantor hereby agrees to all the terms and provisions of the Indemnity, Subrogation and Contribution Agreement applicable to it as a Guarantor thereunder. Each reference to a "Guarantor" in the Indemnity, Subrogation and Contribution Agreement shall be deemed to include the New Guarantor. The Indemnity, Subrogation and Contribution Agreement is hereby incorporated herein by reference.

SECTION 2. The New Guarantor 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 the New Guarantor 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. Except as expressly supplemented hereby, the Indemnity, Subrogation and Contribution Agreement shall remain in full force and effect.

SECTION 5. THIS SUPPLEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

SECTION 6. In case any one or more of the provisions contained in this Supplement should be held invalid, illegal or unenforceable in any respect, neither party hereto shall be required to comply with such provision for so long as such provision is held to be invalid, illegal or unenforceable, but the

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validity, legality and enforceability of the remaining provisions contained herein and in the Indemnity, Subrogation and Contribution Agreement shall not in any way be affected or impaired (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 7. All communications and notices hereunder shall be in writing and given as provided in Section 7 of the Indemnity, Subrogation and Contribution Agreement. All communications and notices hereunder to the New Guarantor shall be given to it at the address set forth under its signature below, with a copy to the Borrower.

SECTION 8. The New Guarantor agrees to reimburse the Collateral Agent for its reasonable out-of-pocket expenses in connection with this Supplement, including the reasonable fees, other charges and disbursements of counsel for the Collateral Agent.

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

[NAME OF NEW GUARANTOR],

By_________________________________
Name:
Title:

CITICORP USA, INC., as Collateral Agent

By_________________________________
Name:
Title:

Schedule I to Supplement No. [ ]
to the Indemnity, Subrogation and
Contribution Agreement

GUARANTOR

Name Address

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EX-10.AAA(5)

Exhibit 10-aaa(5)

GUARANTEE AGREEMENT dated as of March 3, 2003 among MEMC ELECTRONIC MATERIALS, INC., a Delaware corporation ("Borrower"), each of the subsidiaries listed on Schedule I hereto (each such subsidiary, individually, a "Subsidiary" or a "Guarantor" and, collectively, the "Subsidiaries" or the "Guarantors") and CITICORP USA, INC. as collateral agent (the "Collateral Agent") for the Secured Parties (as defined in the Security Agreement).

Reference is made to the Revolving Credit Agreement dated as of December 5, 2002 (as amended, supplemented or otherwise modified from time to time, the "Revolving Credit Agreement"), among the Borrower, the lenders from time to time party thereto (the "Lenders"), the Collateral Agent and Citicorp USA, Inc., as administrative agent for the Lenders (in such capacity, the "Administrative Agent"). Capitalized terms used herein and not defined herein shall have the meanings assigned to such terms in the Revolving Credit Agreement.

The Lenders have agreed to make Loans to the Borrower pursuant to, and upon the terms and subject to the conditions specified in, the Revolving Credit Agreement. Each of the Subsidiaries is a direct or indirect subsidiary of the Borrower and acknowledges that it will derive substantial benefit from the making of the Loans by the Lenders. The obligations of the Lenders to make Loans are conditioned on, among other things, the execution and delivery by the Guarantors of a Guarantee Agreement in the form hereof. As consideration therefor and in order to induce the Lenders to make Loans, the Guarantors are willing to execute this Agreement.

As is set forth in the Revolving Credit Agreement, the Lenders have agreed that the Indebtedness evidenced by the Loan Documents shall be subordinated in right of payment to the prior payment in full of the Bank Revolver Obligations, in accordance with Article X of the Revolving Credit Agreement. The parties hereto desire that the Guarantees of the Investor Revolver Obligations described herein should also constitute Subordinated Indebtedness and be subordinated in right of payment to the prior payment in full of the Bank Revolver Obligations, in accordance with Article II of this Guarantee Agreement.

Accordingly, the parties hereto agree as follows:

1. Guarantee. Each Guarantor unconditionally guarantees, jointly with the other Guarantors and severally, as a primary obligor and not merely as a surety, (a) the due and punctual payment of (i) the principal of and premium, if any, and interest (including interest accruing during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding) on the Loans, when and as due, whether at maturity, by acceleration, upon one or more dates set for prepayment or otherwise and (ii) all other monetary obligations, including fees, costs, expenses and indemnities, whether primary, secondary, direct, contingent, fixed or otherwise (including monetary obligations incurred during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding), of the Loan Parties to the Secured Parties under the Revolving Credit Agreement and th e other Loan Documents, (b) the due and punctual performance of

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	all covenants, agreements, obligations and liabilities of the Loan Parties under or pursuant to the Revolving Credit Agreement and the other Loan Documents, (c) unless otherwise agreed to in writing by the applicable Lender party thereto, the due and punctual payment and performance of all obligations of the Borrower or any other Loan Party, monetary or otherwise, under each Hedging Agreement entered into with a counterparty that was a Lender (or an Affiliate of a Lender) at the time such Hedging Agreement was entered into and (d) the due and punctual payment and performance of all obligations in respect of overdrafts and related liabilities owed to the Administrative Agent or any of its Affiliates and arising from treasury, depositary and cash management services in connection with any automated clearing house transfers of funds (all the monetary and other obligations referred to in the preceding clauses (a) through (d) being collecti vely called the "Investor Revolver Obligations"). Each Guarantor further agrees that the Investor Revolver Obligations may be extended or renewed, in whole or in part, without notice to or further assent from it, and that it will remain bound upon its guarantee notwithstanding any extension or renewal of any Investor Revolver Obligation. Each Guarantor agrees to pay, in addition to the amounts stated above, any and all expenses (including reasonable counsel fees and expenses) incurred by the Secured Parties in enforcing any rights under this Agreement.
2.	Investor Revolver Obligations Not Waived. To the fullest extent permitted by applicable law, each Guarantor waives presentment to, demand of payment from and protest to the Borrower of any of the Investor Revolver Obligations, and also waives notice of acceptance of its guarantee and notice of protest for nonpayment. To the fullest extent permitted by applicable law, the obligations of each Guarantor hereunder shall not be affected by (a) the failure of the Collateral Agent or any other Secured Party to assert any claim or demand or to enforce or exercise any right or remedy against the Borrower or any Guarantor under the provisions of the Revolving Credit Agreement, any other Loan Document or otherwise; (b) any rescission, waiver (except the effect of any waiver obtained pursuant to Section 3.05(b)), amendment or modification of, or any release from any terms or provisions of any other Loan Document, any other Guarantee or any other agreement, including with re spect to any other Guarantor under this Agreement, (c) the failure to perfect any security interest in, or release of, any of the security held by or on behalf of the Collateral Agent or any other Secured Party, or (d) any change in ownership of the Borrower.
3.	Security. Each of the Guarantors authorizes the Collateral Agent and each of the other Secured Parties to (a) take and hold security for the payment of this Guarantee and the Investor Revolver Obligations as set forth in the Security Agreement, and exchange, enforce, waive and release any such security, (b) apply such security and direct the order or manner of sale thereof as they in their sole discretion may determine and (c) release or substitute any one or more endorsees, other Guarantors or other obligors.
4.	Guarantee of Payment. Each Guarantor agrees that its guarantee constitutes a guarantee of payment when due and not of collection, and waives any right to require that any resort be had by the Collateral Agent or any other Secured Party to any of the security held for payment of the Investor Revolver Obligations or to any balance of any deposit account or credit on the books of the Collateral Agent or any other Secured Party in favor of the Borrower or any other Person

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5.	No Discharge or Diminishment of Guarantee. The obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason (other than the indefeasible payment in full in cash of the Investor Revolver Obligations), including any claim of waiver, release, surrender, alteration or compromise of any of the Investor Revolver Obligations, and shall not be subject to any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of the Investor Revolver Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor hereunder shall not be discharged or impaired or otherwise affected by the failure of the Collateral Agent or any other Secured Party to assert any claim or demand or to enforce any remedy under the Revolving Credit Agreement, any other Loan Document or any other agreement, by any waiver or modification of any provision of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the Investor Revolver Obligations, or the failure to perfect any security interest in, or the release of, any of the security held by or on behalf of the Collateral Agent or any other Secured Party, or by any other act or omission that may or might in any manner or to any extent vary the risk of any Guarantor or that would otherwise operate as a discharge of each Guarantor as a matter of law or equity (other than the indefeasible payment in full in cash of all the Investor Revolver Obligations).
6.	Defenses of Borrower Waived. To the fullest extent permitted by applicable law, each of the Guarantors waives any defense based on or arising out of any defense of the Borrower or the unenforceability of the Investor Revolver Obligations or any part thereof from any cause, or the cessation from any cause of the liability of the Borrower, other than the final and indefeasible payment in full in cash of the Investor Revolver Obligations. The Collateral Agent and the other Secured Parties may, at their election, foreclose on any security held by one or more of them by one or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Investor Revolver Obligations, make any other accommodation with the Borrower or any other guarantor or exercise any other right or remedy available to them against the Borrower or any other guarantor, without affecting or impairing in any way the liability of any Guarantor hereunder except to the extent the Investor Revolver Obligations have been fully, finally and indefeasibly paid in cash. Pursuant to applicable law, each of the Guarantors waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Guarantor against the Borrower or any other Guarantor or guarantor, as the case may be, or any security.
7.	Agreement to Pay; Subordination. In furtherance of the foregoing and not in limitation of any other right that the Collateral Agent or any other Secured Party has at law or in equity against any Guarantor by virtue hereof, upon the failure of the Borrower or any other Loan Party to pay any Investor Revolver Obligations when and as the same shall become due, whether at maturity, by acceleration, after notice of prepayment or otherwise, each Guarantor hereby promises to and will forthwith pay, or cause to be paid, to the Collateral Agent or such other Secured Party as designated thereby, in cash the amount equal to the sum of such unpaid Investor Revolver Obligations.

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	a.	The Guarantee of each Guarantor made hereby is, to the extent and in the manner set forth in Article II hereof, subordinated and subject in right of payment to the prior payment in full of all Bank Revolver Obligations of such Guarantor and is made subject to the provisions of such Article II.
	b.	Upon payment by any Guarantor of any sums to the Collateral Agent or any Secured Party as provided above, all rights of such Guarantor against the Borrower arising as a result thereof by way of right of subrogation, contribution, reimbursement, indemnity or otherwise shall in all respects be subordinate and junior in right of payment to the prior indefeasible payment in full in cash of all the Investor Revolver Obligations. If any amount shall erroneously be paid to any Guarantor on account of such subrogation, contribution, reimbursement, indemnity or similar right, such amount shall be held in trust for the benefit of the Secured Parties and shall forthwith be paid to the Collateral Agent to be credited against the payment of the Investor Revolver Obligations, whether matured or unmatured, in accordance with the terms of the Loan Documents.
8.	Agreement to Subordinate.  Each of the Guarantors and the Collateral Agent agrees that the obligations of the Guarantors under this Agreement shall be subordinated in right of payment, to the extent and in the manner provided in this Article II, to the prior payment in full of all Bank Revolver Obligations of such Guarantor and that such subordination is for the benefit of and enforceable by the Bank Lenders and the Fund Guarantors. The obligations of each Guarantor hereunder shall in all respects rank pari passu to all existing and future Indebtedness of such Guarantor and senior to such Indebtedness of such Guarantor that is, by its terms, expressly subordinated to such other Indebtedness of the Guarantor; and only the Bank Revolver Obligations of such Guarantor shall rank senior to the obligations of such Guarantor hereunder in accordance with the provisions set forth herein.
9.	Liquidation, Dissolution, Bankruptcy. Upon any payment or distribution of the assets of a Guarantor to creditors upon a total or partial liquidation or a total or partial dissolution of such Guarantor or in a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to such Guarantor and its property:
	(a) the Bank Revolver Obligations of such Guarantor shall be paid in full before the Lenders shall be entitled to receive any payment pursuant to any Investor Revolver Obligations from such Guarantor; and
	(b) until the Bank Revolver Obligations of such Guarantor are paid in full, any payment or distribution to which the Lenders would be entitled but for this Article II shall be made to the Bank Lenders and the Fund Guarantors as payment of such Bank Revolver Obligations as their respective interests may appear, except that Lenders may receive shares of stock and any debt securities that are subordinated to such Bank Revolver Obligations to at least the same extent as this Agreement.
10.	Default on Bank Revolver Obligations and Payment Blockage. A Guarantor may not make any payment pursuant to any of the Investor Revolver Obligations at any time when the Borrower is prohibited from making any payments to the Lenders of any principal of, premium (if any) or interest on, the Loans pursuant to Section 10.03 of

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	the Revolving Credit Agreement.
11.	Demand for Payment. If payment of the Loans is accelerated because of an Event of Default and a demand for payment is made on a Guarantor, the Collateral Agent shall promptly notify the Bank Lenders and the Fund Guarantors (or the Representatives of such Bank Lenders and Fund Guarantors) of such demand. If any Bank Revolver Obligations of such Guarantor are outstanding, such Guarantor may not pay its Guarantee until five (5) Business Days after such Bank Lenders and Fund Guarantors receive (or the Representatives of such Bank Lenders and Fund Guarantors receive) notice of such demand and thereafter only at such time as this Article II otherwise permits.
12.	When Distribution Must Be Paid Over. If a payment or distribution is made to any Lenders in violation of this Article II, any Lender who receives such a payment or distribution shall hold such payment or distribution in trust for the Bank Lenders and the Fund Guarantors and pay the full amount of such payment or distribution over to such Bank Lenders and Fund Guarantors as their respective interests may appear.
13.	Subrogation. After all Bank Revolver Obligations of a Guarantor are paid in full and for so long as any Loans are outstanding, the Lenders shall be subrogated to the rights of the Bank Lenders and the Fund Guarantors to receive payments or distributions applicable to such Bank Revolver Obligations. A distribution or payment made under Section 2.05 hereof to the Bank Lenders or the Fund Guarantors under such Guarantor's Guarantee of the Investor Revolver Obligations which otherwise would have been payable to the Lenders is not, as between such Guarantor and the Lenders, a payment by such Guarantor applicable to the Bank Revolver Obligations.
14.	Relative Rights. This Article II defines the relative rights between the (i) the Lenders, on the one hand, and (ii) the Bank Lenders and the Fund Guarantors, on the other hand. Nothing in this Guarantee Agreement shall:
	(a) impair, as between a Guarantor and the Lenders, the obligation of a Guarantor, which is absolute and unconditional, to make payments with respect to such Guarantor's Guarantee of the Investor Revolver Obligations to the extent set forth in Article I; or
	(b) prevent the Collateral Agent or any Secured Party from exercising its available remedies upon a default by a Guarantor under its obligations with respect to the Investor Revolver Obligations, subject to the rights of the Bank Lenders and the Fund Guarantors under the Bank Revolver Obligations of such Guarantor to receive payments or distributions otherwise payable to the Lenders in accordance with Section 2.05 hereof.
15.	Subordination May Not Be Impaired by a Guarantor. No right of any Bank Lender or Fund Guarantor under the Bank Revolver Obligations of a Guarantor to enforce the subordination of such Guarantor's Guarantee of the Investor Revolver Obligations hereunder shall be impaired by any act or failure to act by such Guarantor or by its failure to comply with this Guarantee Agreement.
16.	Rights of Collateral Agent.

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	(a) Notwithstanding Section 2.03, the Collateral Agent may continue to make payments pursuant to this Guarantee Agreement and shall not be charged with knowledge of the existence of facts that would prohibit the making of any such payments unless, not less than two (2) Business Days prior to the date of such payment, the Collateral Agent receives written notice satisfactory to it that payments may not be made under this Article II. The Borrower, a Guarantor, a Representative, a Bank Lender or a Fund Guarantor may give such notice; provided, however, that if there is a Representative in respect of the Bank Revolver Obligations, only the Representative may give such notice.
	(b) The Collateral Agent in its individual or any other capacity may be a Bank Lender or a Fund Guarantor with the same rights it would have if it were not the Collateral Agent. The Collateral Agent shall be entitled to all the rights set forth in this Article II with respect to any Bank Revolver Obligations of a Guarantor which may at any time be held by it, to the same extent as any other Bank Lender or Fund Guarantor; and nothing in Article VIII of the Revolving Credit Agreement shall deprive the Collateral Agent of any of its rights as such Bank Lender or Fund Guarantor. Nothing in this Article II shall apply to claims of, or payments to, the Collateral Agent under or pursuant to Section 11.03 of the Revolving Credit Agreement or any other Section of the Revolving Credit Agreement.
17.	Distribution or Notice to Representative. Whenever a payment or distribution is to be made or a notice is to be given to the Bank Lenders or the Fund Guarantors in connection with the Revolver Obligations of a Guarantor, such payment or distribution may be made, and such notice may be given, instead to their Representatives (if any).
18.	Article II Not to Prevent Events of Default or Limit Right to Accelerate. The failure of a Guarantor to make a payment on any of the Investor Revolver Obligations by reason of any provision in this Article II shall not be construed as preventing the occurrence of a default by such Guarantor under its Guarantee of such Investor Revolver Obligations. Nothing in this Article II shall have any effect on the right of the Lenders or the Collateral Agent to make a demand for payment on a Guarantor in accordance with this Guarantee Agreement.
19.	Collateral Agent Entitled to Rely. Upon any payment or distribution pursuant to this Article II, the Collateral Agent and the Lenders shall be entitled to rely (a) upon any order or decree of a court of competent jurisdiction in which any proceedings of the nature referred to in Section 2.02 are pending, (b) upon a certificate of the liquidating trustee or agent or other Person making such payment or distribution to the Collateral Agent or to the Lenders or (c) upon the Representatives for the Bank Lenders and the Fund Guarantors for the purpose of ascertaining the Persons entitled to participate in such payment or distribution, the amount of the Bank Revolver Obligations of a Guarantor, the amount or amounts previously paid or distributed thereon and all other facts pertinent thereto or to this Article II. In the event that the Collateral Agent determines, in good faith, that evidence is required with respect to the right of any Person as a holder of the Ban k Revolver Obligations of a Guarantor to participate in any payment or distribution pursuant to this Article II, the Collateral Agent may request such Person to furnish evidence to the reasonable satisfaction of the Collateral Agent as to the amount of Bank Revolver Obligations of such Guarantor held by such Person, the extent to which such Person is entitled to participate in such

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	payment or distribution and other facts pertinent to the rights of such Person under this Article II, and, if such evidence is not furnished, the Collateral Agent may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.
20.	Collateral Agent to Effectuate Subordination. Each Lender authorizes and directs the Collateral Agent on its behalf to take such action as may be necessary or appropriate to acknowledge or effectuate the subordination between (i) the Lenders, on the one hand, and (ii) the Bank Lenders and the Fund Guarantors, on the other hand, as provided in this Article II and appoints the Collateral Agent as attorney-in-fact for any and all such purposes.
21.	Collateral Agent Not Fiduciary with Respect to Bank Revolver Obligations of a Guarantor. The Collateral Agent shall not be deemed to owe any fiduciary duty to the Bank Lenders or the Fund Guarantors and the Collateral Agent shall not be liable to any such creditors if it shall mistakenly pay over or distribute to the Lenders or the relevant Guarantor or any other Person, money or assets to which such creditors shall be entitled by virtue of this Article II or otherwise
22.	Reliance by Bank Lenders and Fund Guarantors. Each Lender acknowledges and agrees that the foregoing subordination provisions are, and are intended to be, an inducement and a consideration to any Bank Lender or Fund Guarantor under Bank Revolver Obligations to extend and continue to extend, or to continue to extend, such Bank Revolver Obligations, and such Bank Lender or Fund Guarantor shall be deemed conclusively to have relied on such subordination provisions in extending and continuing to extend, or in continuing to extend, such Bank Revolver Obligations.
23.	Information. Each of the Guarantors assumes all responsibility for being and keeping itself informed of the Borrower's financial condition and assets, and of all other circumstances bearing upon the risk of nonpayment of the Investor Revolver Obligations and the nature, scope and extent of the risks that such Guarantor assumes and incurs hereunder, and agrees that none of the Collateral Agent or the other Secured Parties will have any duty to advise any of the Guarantors of information known to it or any of them regarding such circumstances or risks.
24.	Representations and Warranties. Each of the Guarantors represents and warrants as to itself that all representations and warranties relating to it contained in the Revolving Credit Agreement and other Loan Documents are true and correct in all material respects.
25.	Termination. The Guarantees made hereunder (a) shall terminate when all the Investor Revolver Obligations have been performed or indefeasibly paid in full in cash, as applicable and the Lenders have no further commitment to lend under the Revolving Credit Agreement, and (b) shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of any Investor Revolver Obligations is rescinded or must otherwise be restored by any Secured Party or any Guarantor upon the bankruptcy or reorganization of the Borrower, any Guarantor or otherwise.
26.	Binding Effect; Several Agreement; Assignments. Whenever in this Agreement any

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	of the parties hereto is referred to, such reference shall be deemed to include the successors and assigns of such party; and all covenants, promises and agreements by or on behalf of the Guarantors that are contained in this Agreement shall bind and inure to the benefit of each party hereto and their respective successors and assigns. This Agreement shall become effective as to any Guarantor when a counterpart hereof executed on behalf of such Guarantor shall have been delivered to the Collateral Agent, and a counterpart hereof shall have been executed on behalf of the Collateral Agent, and thereafter shall be binding upon such Guarantor and the Collateral Agent and their respective successors and assigns, and shall inure to the benefit of such Guarantor, the Collateral Agent and the other Secured Parties, and their respective successors and assigns, except that no Guarantor shall have the right to a ssign its rights or obligations hereunder or any interest herein (and any such attempted assignment shall be void). In the event that a Guarantor ceases to be a Subsidiary pursuant to a transaction permitted under the Loan Documents, such Guarantor shall be released from its obligations under this Agreement without further action. This Agreement shall be construed as a separate agreement with respect to each Guarantor and may be amended, modified, supplemented, waived or released with respect to any Guarantor without the approval of any other Guarantor and without affecting the obligations of any other Guarantor hereunder.
27.	Waivers; Amendment. (a) No failure or delay of the Collateral Agent in exercising any power or right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Collateral Agent hereunder and of the other Secured Parties under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by any Guarantor therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on any Guarantor in any case shall entitle such Guarant or to any other or further notice or demand in similar or other circumstances.
	(b)  Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to a written agreement entered into between the Guarantors with respect to which such waiver, amendment or modification relates and the Collateral Agent, subject to any consent required in accordance with Section 11.02 of the Revolving Credit Agreement.
28.	GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
29.	Notices. All communications and notices hereunder shall be in writing and given as provided in Section 11.01 of the Revolving Credit Agreement. All communications and notices hereunder to each Guarantor shall be given to it at its address or telecopy number set forth in Schedule I, with a copy to the Borrower.
30.	Survival of Agreement; Severability. (a)  All covenants, agreements, representations and warranties made by the Guarantors herein and in the certificates or other

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	instruments prepared or delivered in connection with or pursuant to this Agreement or any other Loan Document shall be considered to have been relied upon by the Collateral Agent and the other Secured Parties and shall survive the making by the Lenders of the Loans regardless of any investigation made by the Secured Parties or on their behalf, and shall continue in full force and effect as long as the principal of or any accrued interest on any Loan or any other fee or amount payable under this Agreement or any other Loan Document is outstanding and unpaid and as long as the Commitments have not been terminated.
	(b)  In the event any one or more of the provisions contained in this Agreement or in any other Loan Document should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and therein 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 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.
31.	Counterparts. This Agreement may be executed in counterparts, each of which shall constitute an original, but all of which when taken together shall constitute a single contract, and shall become effective as provided in Section 3.04. Delivery of an executed signature page to this Agreement by facsimile transmission shall be as effective as delivery of a manually executed counterpart of this Agreement.
32.	Rules of Interpretation. The rules of interpretation specified in Section 1.02 of the Revolving Credit Agreement shall be applicable to this Agreement.
33.	Jurisdiction; Consent to Service of Process. (a) Each Guarantor hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of any New York State court or Federal court of the United States of America sitting in New York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or the other Loan Documents, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any righ t that the Collateral Agent or any other Secured Party may otherwise have to bring any action or proceeding relating to this Agreement or the other Loan Documents against any Guarantor or its properties in the courts of any jurisdiction.
	(b)  Each Guarantor hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or the other Loan Documents in any New York State or Federal court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

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	(c)  Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 3.07. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by law.
34.	WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS, AS APPLICABLE, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 3.12.
35.	Limitation on Guaranteed Amounts. Anything contained in this Agreement to the contrary notwithstanding, the obligation of each Guarantor hereunder shall be limited to a maximum aggregate amount equal to the greatest amount that would not render such Guarantor's obligations hereunder subject to avoidance as a fraudulent transfer or conveyance under Section 548 of Title 11 of the United States Code or any provisions of applicable state law (collectively, the "Fraudulent Transfer Laws"), in each case after giving effect to all liabilities of such Guarantor, contingent or otherwise, that would be taken into account in determining whether the incurrence of the obligation would constitute a fraudulent conveyance under the Fraudulent Transfer Laws and after giving effect, both in determining such Guarantor's probable debt hereunder and in determining its assets, to the existence of any rights to subrogation, contribution, reimbursement, indemnity or similar rights of such Gu arantor pursuant to (a) applicable law or (b) any agreement, including the Indemnity, Subrogation and Contribution Agreement.
36.	Additional Guarantors. Pursuant to Section 5.12 of the Revolving Credit Agreement, each Subsidiary Loan Party that was not in existence or not a Subsidiary Loan Party on the date of the Revolving Credit Agreement is required to enter into this Agreement as a Guarantor upon becoming a Subsidiary Loan Party. Upon execution and delivery after the date hereof by the Collateral Agent and such Subsidiary of an instrument in the form of Annex 1, such Subsidiary shall become a Guarantor hereunder with the same force and effect as if originally named as a Guarantor herein. The execution and delivery of any instrument adding an additional Guarantor as a party to this Agreement shall not require the consent of any other Guarantor hereunder. The rights and obligations of each Guarantor hereunder shall remain in full force and effect notwithstanding the addition of any new Guarantor as a party to this Agreement.
37.	Successor Guarantors. Any Person may merge with any Guarantor in a transaction in which the surviving entity is a Subsidiary of the Borrower; provided that if the surviving entity is not the Guarantor, the surviving entity must be a corporation,

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		partnership or limited liability company organized and existing under the laws of the United States of America, any State thereof or the District of Columbia, and such surviving entity must expressly assume, by execution of appropriate Loan Documents (or counterparts or supplements thereto), executed and delivered to the Collateral Agent (in form reasonably satisfactory to the Collateral Agent, as applicable) all the obligations of such Guarantor under this Guarantee Agreement and the other applicable Loan Documents; and further provided that prior to the consummation of such transaction, the Borrower must provide the Collateral Agent with an officers' certificate and an opinion of counsel, each stating that such consolidation, merger or transfer complies with the Loan Documents.
	38.	Right of Setoff. If an Event of Default shall have occurred and be continuing, each Secured Party is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other Indebtedness at any time owing by such Secured Party to or for the credit or the account of any Guarantor against any or all the obligations of such Guarantor then existing under this Agreement and the other Loan Documents held by such Secured Party, irrespective of whether or not such Secured Party shall have made any demand under this Agreement or any other Loan Document. The rights of each Secured Party under this Section 3.16 are in addition to other rights and remedies (including any other rights of setoff) which such Secured Party may have.
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and year first above written.

MEMC ELECTRONIC MATERIALS, INC.
By /s/ James M. Stolze
Name: James M. Stolze
Title:  Executive Vice President,
 Chief Financial Officer

By /s/ Kenneth L. Young
Name: Kenneth L. Young
Title:  Treasurer

By /s/ Kenneth L. Young
Name: Kenneth L. Young, in his capacity as Treasurer for each of the Subsidiaries listed on Schedule I hereto

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CITICORP USA, INC., as Administrative Agent and Collateral Agent

By: /s/ Allen Fisher
Name: Allen Fisher
Title: Vice President

Schedule I to the
Guarantee Agreement

GUARANTORS

Annex 1 to the
Guarantee Agreement

SUPPLEMENT NO. [ ] dated as of [ ], to the Guarantee Agreement dated as of March 3, 2003 among MEMC ELECTRONIC MATERIALS, INC., a Delaware corporation ("Borrower"), each of the subsidiaries listed on Schedule I thereto (each such subsidiary, individually, a "Subsidiary" or a "Guarantor" and, collectively, the "Subsidiaries" or "Guarantors") and CITICORP USA, INC., as collateral agent (the "Collateral Agent") for the Secured Parties (as defined in the Security Agreement).

A. Reference is made to the Revolving Credit Agreement dated as of December 5, 2002 (as amended, supplemented or otherwise modified from time to time, the "Revolving Credit Agreement"), among the Borrower, the lenders from time to time party thereto (the "Lenders"), the Collateral Agent and Citicorp USA, Inc., as administrative agent for the Lenders (in such capacity, the "Administrative Agent").

B. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Guarantee Agreement and the Revolving Credit Agreement.

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C. The Guarantors have entered into the Guarantee Agreement in order to induce the Lenders to make Loans. Pursuant to Section 5.12 of the Revolving Credit Agreement, each Subsidiary Loan Party that was not in existence or not a Subsidiary Loan Party on the date of the Revolving Credit Agreement is required to enter into the Guarantee Agreement as a Guarantor upon becoming a Subsidiary Loan Party. Section 3.14 of the Guarantee Agreement provides that additional Subsidiaries may become Guarantors under the Guarantee Agreement by execution and delivery of an instrument in the form of this Supplement. The undersigned Subsidiary (the "New Guarantor") is executing this Supplement in accordance with the requirements of the Revolving Credit Agreement to become a Guarantor under the Guarantee Agreement in order to induce the Lenders to make additional Loans and as consideration for Loans previously made.

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

SECTION 1. In accordance with Section 3.14 of the Guarantee Agreement, the New Guarantor by its signature below becomes a Guarantor under the Guarantee Agreement with the same force and effect as if originally named therein as a Guarantor and the New Guarantor hereby (a) agrees to all the terms and provisions of the Guarantee Agreement applicable to it as a Guarantor thereunder and (b) represents and warrants that the representations and warranties made by it as a Guarantor thereunder are true and correct on and as of the date hereof except to the extent a representation and warranty expressly relates solely to a specific date in which case such representation and warranty shall be true and correct on such date. Each reference to a "Guarantor" in the Guarantee Agreement shall be deemed to include the New Guarantor. The Guarantee Agreement is hereby incorporated herein by reference.

SECTION 2. The New Guarantor 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, 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 the New Guarantor 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 executed counterpart of this Supplement.

SECTION 4. Except as expressly supplemented hereby, the Guarantee Agreement shall remain in full force and effect.

SECTION 5. THIS SUPPLEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

SECTION 6. 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 Agreement shall not in any way be affected or impaired thereby (it being understood that the invalidity of a particular provision hereof 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 7. All communications and notices hereunder shall be in writing and given as provided in Section 3.07 of the Guarantee Agreement. All communications and notices hereunder to the New

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Guarantor shall be given to it at the address set forth under its signature below, with a copy to the Borrower.

SECTION 8. The New Guarantor agrees to reimburse the Collateral Agent for its out-of-pocket expenses in connection with this Supplement, including the reasonable fees, disbursements and other charges of counsel for the Collateral Agent.

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

[NAME OF NEW GUARANTOR],

By________________________________ 
Name:
Title:
Address:

CITICORP USA, INC., as Collateral Agent,

By________________________________ 
Name:
Title:
Address:

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EX-10.VVV(3)

Exhibit 10-vvv(3)

AMENDMENT NO. 1 TO THE

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

AMENDMENT NO. 1, dated as of March 3, 2003 (this "Amendment No. 1") to the Second Amended and Restated Credit Agreement, dated as of September 6, 2002, between MEMC Electronic Materials S.p.A., a company formed under the laws of Italy (the "Borrower") and TPG Wafer Partners LLC, a limited liability company formed under the laws of Delaware (the "TPG Lender") and the TPG Lender as agent (as amended, modified or supplemented from time to time, the "Italian Credit Agreement").

W I T N E S S E T H :

WHEREAS, pursuant to the Italian Credit Agreement, the Borrower has issued a promissory note in the aggregate principal amount of Euro 55 million for the benefit of the TPG Lender, with current principal balance outstanding of approximately Euro 20 million;

WHEREAS, MEMC Electronic Materials, Inc. ("MEMC") 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 MEMC with a revolving credit facility in an aggregate principal amount not to exceed U.S. $35,000,000;

WHEREAS, to induce the Investor Lenders to enter into the Investor Revolving Credit Agreement, MEMC agreed to grant a senior subordinated security interest in the Collateral (as defined in the Investor Revolving Credit Agreement) to secure the MEMC's obligations (the "Investor Revolver Obligations") under the Investor Revolving Credit Agreement pursuant to certain security documents (the "Investor Security Documents");

WHEREAS, the Borrower and the TPG Lender wish to amend the Italian Credit Agreement to, among other things, account for the Investor Revolver Obligations and the security interest granted under the Investor Security Documents;

WHEREAS, pursuant to Section 9.01 of the Italian Credit Agreement, the Italian Credit Agreement may be amended by a written agreement signed by the Required Lenders; and

NOW THEREFORE, in consideration of the foregoing premises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

1. Definitions. Capitalized terms used herein and not defined herein have the meanings assigned to them in the Italian Credit Agreement, and references to "Section" herein are to such Section in the Italian Credit Agreement, in each case unless otherwise specified.

2. Amendments to the Italian Credit Agreement.

(a) The following definition of "Investor Revolving Credit Agreement" is hereby added in Section 1.02:

"Investor Revolving Credit Agreement" means the revolving credit agreement, dated as of December 5, 2002, among MEMC, the lenders party thereto and Citicorp USA, Inc. as administrative agent and collateral agent, as such

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agreement may be further amended, restated, modified or supplemented at any time and from time to time.

(b)The following definition of "Investor Revolving Credit Documentation" is hereby added in Section 1.02:

"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 following definition of "Investor Revolver Obligations" is hereby added in Section 1.02:

"Investor Revolver Obligations" has the meaning assigned to such term in the Investor Revolving Credit Agreement.

(d)The first proviso in Section 5.03(a) is hereby amended to read in its entirety as follows (without any modification to the second proviso in such Section):

provided that, for so long as any Reimbursement Obligations, Revolver Obligations, Investor Revolver Obligations or MEMC Notes are outstanding, an Italian Redemption Offer shall only be made to the extent of Net Proceeds remaining following (i) (A) the repayment in full of such Reimbursement Obligations or (B) to the extent that the fund guarantors of such Reimbursement Obligations provide their consent, (ii) (A) the repayment in full of such Revolver Obligations or (B) to the extent that the lenders of such Revolver Obligations provide their consent, (iii) (A) the repayment in full of such Investor Revolver Obligations or (B) to the extent that the lenders of such Investor Revolver Obligations provide their consent and (iv) (A) the repayment in full of such MEMC Notes or (B) to the extent that the holders of such MEMC Notes provide their consent;

(g)Section 5.03(e) is hereby amended to insert the phrase ", the Investor Revolving Credit Documentation" immediately after the words "the Revolving Loan Documentation".

3.Effective Date. 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 Italian Credit Agreement.

(a)On and after the First Amendment Effective Date, each reference in the Italian Credit Agreement to "this Agreement", "hereunder", "hereof", "herein" or words of like import referring to the Italian Credit Agreement, shall mean and be a reference to the Italian Credit Agreement as amended by this Amendment No. 1.

(b)Except as specifically amended by this Amendment No. 1, the Italian Credit Agreement shall remain in full force and effect and is hereby in all respects ratified and confirmed.

(c)The execution, delivery and performance of this Amendment No. 1 shall not, except as expressly

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provided herein, constitute a waiver or amendment of any provision of, or operate as a waiver or amendment of any right, power or remedy of the Lenders under the Italian Credit Agreement.

6. GOVERNING LAW. THIS AMENDMENT NO. 1 SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

7. Counterparts. This Amendment No. 1 may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1 to be executed by their respective officers thereunto duly authorized, as of the date first above written.

MEMC ELECTRONIC MATERIALS S.P.A., as Borrower

By: Kenneth L. Young
Name: Kenneth L. Young - Director and Authorized Officer of MEMC Electronic Materials S.p.A.

TPG WAFER PARTNERS LLC, as Agent and as TPG Lender

By: Richard A. Ekleberry
Name: Richard A. Ekleberry
Title: Vice President

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EX-10.WWW(9)

Exhibit 10-www(9)

AMENDMENT NO. 1 TO THE SECURITY AGREEMENT

AMENDMENT NO. 1, dated as of March 3, 2003 (this "Amendment No. 1"), to the 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, pursuant to the Security Agreement, the Grantors agreed to grant to the Collateral Agent a security interest in the Collateral for the ratable benefit of the Secured Parties under 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");

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, 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 Security Agreement or the Bank Revolving Credit 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.

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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 6.03 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".

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.

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(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 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 GUARANTORS

By: /s/ Kenneth L. Young
Name: Kenneth L. Young, in his capacity as Treasure for each of the Guarantors

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

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By: /s/ Susan Bruhner
Name: Susan Bruhner
Title: Associate Director,
Banking Products Services, US

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: T3GenPar, 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: T3 Advisors, 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:

Name of Institution: T3 DUTCH PARALLEL, C.V. By: T3 GenPar Dutch, L.L.C.,
Its General Partner

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	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: 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

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

CONSENTED TO AND AGREED:

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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:

 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 Mananing Director

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EX-10.WWW(10)

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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EX-10.WWW(11)

Exhibit 10-www(11)

ITALIAN SUPPLEMENT TO THE PLEDGE AGREEMENT
RELATING TO THE BANK REVOLVING CREDIT AGREEMENT

This ITALIAN SUPPLEMENT, dated as of March 3, 2003 (as amended, supplemented or otherwise modified from time to time, the "Italian Supplement") to the PLEDGE AGREEMENT relating to the Bank Revolving Credit Agreement (as defined below) dated as of December 21, 2001 (as amended, supplemented or otherwise modified from time to time, the "Pledge Agreement"), is made among MEMC ELECTRONIC MATERIALS, INC., a Delaware corporation (the "Borrower" or the "Pledgor"), CITICORP USA, INC., as collateral agent (in such capacity, the "Collateral Agent") and custodian, and CITICORP USA, INC., as attorney-in-fact acting in the name and on behalf of the Secured Parties (as defined in the Bank Revolving Credit Agreement defined below). The Pledge Agreement, as supplemented by this Italian Supplement, shall be referred to herein as this "Agreement". Unless otherwise defined or specified herein or amended hereby, capitalized terms used herein which are defined in the Pled ge Agreement or the Bank Revolving Credit Agreement are used herein as therein defined.

WITNESSETH

WHEREAS, pursuant to the Pledge Agreement, the Pledgors thereunder agreed to pledge and grant to the Collateral Agent a security interest in the Collateral (as therein defined) for the ratable benefit of the Secured Parties under a revolving credit agreement, dated December 21, 2001, among the Borrower, the lenders from time to time party thereto, and Citicorp USA, Inc. as collateral agent and administrative agent (as amended, supplemented or otherwise modified from time to time, the "Bank Revolving Credit Agreement"), pursuant to which the lenders party thereto agreed to provide the Borrower with a revolving credit facility in an initial aggregate amount not to exceed U.S.$150,000,000. 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 that certain amended and restated pledge agreement dated December 21, 2001 (as amended from time to time, the "Reimbursement Pledge Agreement"), the pledgors thereunder agreed to pledge and grant to the Collateral Agent a security interest in the Collateral for the ratable benefit of the secured parties under a reimbursement agreement, dated December 21, 2001, among the Borrower, the Fund Guarantors, and the 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, contemporaneously herewith, the Borrower and Citicorp USA, Inc., acting both as Collateral Agent and as attorney-in-fact for each of the secured parties under the Reimbursement Pledge Agreement is entering into, by way of exchange of correspondence, that certain Italian supplement to the Reimbursement Pledge Agreement (as amended from time to time, the "Reimbursement Italian Supplement") so as to perfect, including under Italian law, a first degree security interest over 65% of the issued and outstanding voting stock of MEMC Electronic Materials S.p.A. in favor of the secured parties thereunder;

WHEREAS, pursuant to the Bank Revolving Credit Agreement, the Lenders have agreed to make Loans to the Borrower pursuant to, and upon the terms and subject to the conditions specified therein and, in particular, subject to the execution and delivery by the Borrower of the Pledge Agreement to secure: (a) the due and punctual payment of (i) the principal and premium, if any, and interest (including

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interest accruing during the pendency of any bankruptcy, of insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding) on the Loans, when and as due, whether at maturity, by acceleration, upon one or more dates set for prepayment or otherwise and (ii) all other monetary obligations, including fees, costs, expenses and indemnities, whether primary, secondary, direct, contingent, fixed or otherwise (including monetary obligations incurred during the pendency of any bankruptcy, insolvency, receivership or other similar proceedin g, regardless of whether allowed or allowable in such proceeding), of the Loan Parties to the Secured Parties under the Bank Revolving Credit Agreement and the other Loan Documents, (b) the due and punctual performance of all covenants, agreements, obligations and liabilities of the Loan Parties under or pursuant to the Bank Revolving Credit Agreement and the other Loan Documents, (c) unless otherwise agreed to in writing by the applicable Lender party thereto, the due and punctual payment and performance of all obligations of the Borrower or any other Loan Party, monetary or otherwise, under each Hedging Agreement entered into with a counterparty that was a Lender (or an Affiliate of a Lender) at the time such Hedging Agreement was entered into and (d) the due and punctual payment and performance of all obligations in respect of overdrafts and related liabilities owed to the Administrative Agent or any of its Affiliates and arising from treasury, depositary and cash management services in con nection with any automated clearing house transfers of funds (all the monetary and other obligations referred to in the preceding clauses (a) through (d) being referred to collectively as the "Bank Revolver Obligations");

WHEREAS, the Borrower, the Subsidiary Pledgors, the Secured Parties and the Collateral Agent have executed and delivered the Pledge Agreement to grant a security interest for the payment and performance in full of the Bank Revolver Obligations.

WHEREAS, the Borrower, the Secured Parties and the Collateral Agent desire to supplement and integrate the Pledge Agreement so as to perfect, including under Italian law, the security interest created for the ratable benefit of the Secured Parties over that portion of the Collateral owned by the Borrower consisting in No. 42,250,000 ordinary shares of MEMC Electronic Materials S.p.A. (the "Italian Issuer") equal to 65% of the issued and outstanding voting stock of the Italian Issuer (the "Shares") and represented by certificate No. 64 of the Italian Issuer (the "Certificate"); and

WHEREAS, the parties hereto agree that this Agreement will only concern, relate, deal exclusively with the security interest created in accordance with New York law under the Pledge Agreement with respect to that portion of the Collateral consisting in the Shares which are represented by the Certificate.

NOW, THEREFORE, the Pledgor, the Secured Parties and CITICORP USA, Inc., as the Collateral Agent and acting also in the name and on behalf of each of the Secured Parties (and each of their respective successors or assigns), hereby agree to supplement and integrate the Pledge Agreement, which will continue to be in full force and effect among the parties hereto and thereto as follows.

On or after the date on which this Italian Supplement shall become effective, solely for purposes under or relating to this Italian Supplement, each reference in this Italian Supplement or the Pledge Agreement to "this Pledge Agreement", "Agreement", "hereunder", "hereof", "herein" or words of like import shall mean and be a reference to this Agreement (as defined in the Preamble hereof).

On or after the date on which this Italian Supplement shall become effective, solely for purposes under or relating to this Italian Supplement, each reference in this Agreement to "Pledgors", "such Pledgor", "each Pledgor" or words of like import implying a reference to the presence, under the Pledge Agreement, of Pledgors in addition to the Borrower, shall mean and interpreted to be a reference only to the Borrower as the sole pledgor of the Shares, and references to "Collateral" or words of like import shall mean and interpreted to be a reference only to the Italian Collateral as defined under this Agreement.

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The provisions of this Agreement that the Collateral Agent acts on behalf and/or pursuant to the instructions of the Secured Parties means that the Collateral Agent will act on behalf and /or pursuant to the instructions of the Required Lenders as defined in the Bank Revolving Credit Agreement.

1. Pledge.

For any and all purposes solely under this Italian Supplement, Section 1 of the Pledge Agreement shall be deleted in its entirety and replaced with the following text:

"SECTION 1. Pledge.

  As security for the payment and performance, as the case may be, in full of the Bank Revolver Obligations, the Pledgor has pledged and granted to the Collateral Agent, its successors and assigns, and has granted to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, among other things, a security interest (the "Pledge") in all of the Pledgor's following rights and benefits (the "Pledged Rights"): (a) the Shares, namely No. 42,250,000 ordinary shares of the Italian Issuer equal to 65% of the voting stock of such company (the "Pledged Interest" or, alternatively, the "Pledged Securities"; both expressions are deemed to include the New Shares, as defined in (c) below), par value Euro.48, represented by the Certificate; (b) subject to Section 5 hereof, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed, espect of, in exchange for or upon the conversion of the Pledged Securities; (c) shares or stock of the Italian Issuer issued, accruing or subscribed to after the date hereof or otherwise acquired by the Borrower, including by means affecting the capital stock of the Italian Issuer, in relation to the Shares ("New Shares"); provided that the percentage of voting share capital represented by the Shares pledged herein (including New Shares and whether referred to as "Pledged Interest", "Pledged Securities" or "Collateral") shall never exceed 65% of the issued and outstanding voting stock of the Italian Issuer; (d) subject to Section 5 hereof, all rights and privileges of the Pledgor with respect to the Shares and New Shares; and (e) all the proceeds of any of the foregoing (the items referred to in clauses (a) through (e) being collectively referred to as the "Italian Collateral").

 Without prejudice to the above definition, the Bank Revolver Obligations shall include, but not be limited to: (i) the total maximum amount, as principal, of the Loans, equal to U.S.$ 150,000,000; (ii) all the interest due under the Bank Revolving Credit Agreement; (iii) all the fees, charges and all reasonable expenses (including legal and fiscal expenses) payable under the Bank Revolving Credit Agreement incurred by, and any other sum paid by the Secured Parties or the Collateral Agent in relation to the enforcement of the Pledge or the right arising from this Agreement; (iv) the payment of any and all sums due or to become due by the Pledgor to the Secured Parties on account of the obligation to redeem the amounts received as unjustified enrichment or for similar cause as a consequence of nullity, voidness or invalidity of the Loan Documents; and (v) the payment of any sum due or to become due, at any time and from time to time, by the Pledgor to the Secured Parties and the Collat al Agent under this Agreement.

To the extent that they have not previously been pledged in favor of the Secured Parties according to this Agreement or otherwise (and without exceeding the 65% limitation referred to in the first paragraph of this Section), the Borrower irrevocably agrees and undertakes to pledge in favor of the Secured Parties (including their successors and assignees as well as additional Loan Parties pursuant to the Loan Documents) the New Shares, provided that the foregoing shall not be a novation of this Agreement and/or the Pledge. It is understood that the same Pledged Rights and provisions as set forth in this Agreement shall extend to such New Shares, including the Pledgor's and the Secured Parties' authorization to the Collateral Agent to take any action it deems necessary in good faith in the event it

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encounters a conflict of interest or in a situation described under Article 1395 of the Italian Civil Code ("contratto con se stesso").

TO HAVE AND TO HOLD the Italian Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, on behalf of and for the ratable benefit of the Secured Parties forever; subject, however, to the terms, covenants and conditions hereinafter set forth."

SECTION 2.  Delivery of the Collateral.

For any and all purposes solely under this Italian Supplement, Section 2 of the Pledge Agreement shall be deleted in its entirety and replaced with the following text:

"SECTION 2. Registration of the Pledge and Custody of the Italian Collateral. (a) Immediately after the execution and delivery of this Agreement, the Pledgor shall procure that:

(a) the security interest created under this Agreement be annotated on the Certificate by a Director of the Italian Issuer, substantially in the form indicated in Exhibit A hereto. In this regard, the parties hereto acknowledge that the Certificate is presently in the possession and in the custody, or under the sole control, of the Collateral Agent, which will make it available to a Director of the Italian Issuer so as to permit the text of such annotation to be inscribed on the back of the Certificate;

 (b) the security interest created under this Agreement be annotated in the shareholders' book of the Italian Issuer (the "Shareholders' Book") substantially in the form indicated in Exhibit B hereto; and

 (c) a certified copy of the pages of the Shareholders' Book bearing the annotation referred to in (b) above be delivered to the Collateral Agent.

 The Pledgor and the Secured Parties hereby expressly agree to appoint the Collateral Agent, who accepts, as third party custodian in respect of the Certificate and the Italian Collateral in general, in accordance with Article 2786, second paragraph, of the Italian Civil Code. The Pledgor and the Secured Parties expressly authorize the Collateral Agent to take any action it deems necessary in good faith in the event it encounters a conflict of interest, or in a situation described under Article 1395 of the Italian Civil Code ("contratto con se stesso").

 The parties hereto expressly acknowledge and agree that (i) the Collateral Agent - also in its capacity as third party custodian under Article 2786, second paragraph, of the Italian Civil Code - has received and holds the Certificate pursuant to the Reimbursement Pledge Agreement and the related Reimbursement Italian Supplement; (ii) during the procurement of the procedure set forth in (a), (b) and (c) above, the Collateral Agent shall maintain exclusive, continuous and uninterrupted possession of the Certificate and the Pledged Rights; (iii) immediately after the completion of the procedure set forth in (a) and (b) above, with the consent of all the parties under the agreement and the supplement indicated in (i) above, the Collateral Agent shall hold the Certificate, and the Pledged Rights, under its custody pursuant to this Agreement also in the name and on behalf of the Secured Parties.

 The Pledgor and each of the Secured Parties, for the purpose of this Agreement, irrevocably grant the Collateral Agent the power to annotate, endorse, inscript or request the annotation, endorsement or inscription on their behalf of the Certificate and the certificates representing the New Shares, if any.

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In addition to the foregoing, and in accordance with Section 1, paragraph 1, subsection (c) above, the Pledgor shall procure that the following registration requirements are put in place with regard to New Shares:

a.	the Pledgor, upon issuance of share certificates representing New Shares, shall cause the Italian Issuer to annotate the Pledge on such share certificates with the cooperation of the Collateral Agent, substantially in the form in Exhibit C hereto;
b.	immediately after the completion of the annotation referred to in paragraph a. above, the Pledgor shall cause the Italian Issuer to return directly to the Collateral Agent the certificates representing New Shares, which will be kept in the custody of the Collateral Agent in accordance with Article 2786, second paragraph of the Italian Civil Code and in accordance with the provisions of this Agreement, outside of Italy;
c.	immediately after the completion of the annotation referred to in a. above, the Pledgor shall cause the Italian Issuer to annotate the Pledge in the Shareholders' Book, substantially in the form indicated in Exhibit D hereto; and
d.	a certified copy of the pages of the Shareholders' Book bearing the annotation referred to in c. above be delivered to the Collateral Agent.

In addition to the above, if so requested by the Collateral Agent by means of a written notice substantially in the form indicated in Exhibit G hereto (the "New Secured Party Notice"), the Pledgor shall procure that the Pledge be extended to the benefit of any new secured party in its capacity as a new party to the Bank Revolving Credit Agreement, the Hedging Agreements or any other Loan Document (the "New Secured Party"). It is understood that the security interest granted in favor of the New Secured Party shall rank pari passu with the existing Pledge granted in favor of the Secured Parties hereunder and will be governed by the provisions of this Agreement.

Immediately after the receipt of the New Secured Party Notice:

a.	the Collateral Agent, in such capacity and in the name and on behalf of the Pledgor and the Secured Parties, shall cause the Italian Issuer to annotate the extension of the Pledge to the benefit of the New Secured Party on the Certificate (and on the certificates representing New Shares, if any) which is held by the Collateral Agent in such capacity and in its capacity as third party custodian under Article 2786, second paragraph, of the Italian Civil Code substantially in the form indicated in Exhibit E hereto;
		b.  immediately after the completion of the annotation referred to in paragraph a. above, the Collateral Agent, in such capacity and in the name and on behalf of the Pledgor and the Secured Parties, shall cause the Italian Issuer to annotate the extension of the Pledge to the benefit of the New Secured Party in the Shareholders' Book, substantially in the form indicated in Exhibit F hereto;
		c.  immediately after the completion of the annotation referred to in b. above, the Collateral Agent, also on behalf of the Pledgor, shall cause the Italian Issuer to deliver to the Collateral Agent a certified copy of the page(s) of the Shareholders' Book bearing the above mentioned annotation."

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1.	Representations, Warranties and Covenants.
	For any and all purposes under this Italian Supplement, Section 3 of the Pledge Agreement shall be deleted in its entirety and replaced with the following text:
	"SECTION 3. Representations, Warranties and Covenants. The Pledgor hereby represents, warrants and covenants, as to itself and with respect to the Italian Collateral pledged by it hereunder, to and with the Collateral Agent that:
	(a) the Pledged Interest represents 65% of the issued and outstanding voting shares of the Italian Issuer;
	(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, the Pledgor (i) is and will at all times continue to be the direct owner, beneficially and of record, of the Shares, (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 an y security interest in or other Lien on, the Italian Collateral, other than pursuant hereto, and (iv) subject to Section 5, will cause any and all Italian Collateral, whether for value paid by the Pledgor or otherwise, to be forthwith deposited with the Collateral Agent and pledged or assigned hereunder;
	(c) the Pledgor (i) has the power and authority to pledge the Italian 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;
	(d) no consent of any other Person (including stockholders or creditors of the Pledgor) and no consent or approval of any Governmental Authority or any securities exchange was or is necessary to the validity of the Pledge effected hereby;
	(e) this Agreement shall, upon the completion of its execution and delivery, the annotation of the Pledge on the Certificate, as well as upon proper annotation of the Pledge in the Shareholders' Book, constitute in favor of the Secured Parties a valid and perfected lien upon and security interest in such Pledged Security as security for the punctual payment or performance of the Bank Revolver Obligations (subject only to the lien and security interest that comprise the Reimbursement Security Interest). The Secured Parties shall accept, acknowledge and permit the creation by the Pledgor of the liens and security interests granted over the Certificate (and other share certificates representing New Shares, if any) under the Investor Revolving Documentation and the Indenture Documentation;

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1.	Representations, Warranties and Covenants.
	(f) the Pledge effected hereby is effective to vest in the Secured Parties the rights of the Collateral Agent in the Italian Collateral as set forth herein;
	(g) the Pledged Interest has been duly authorized and validly issued and is fully paid and nonassessable;
	(h) all information set forth herein relating to the Pledged Interest is accurate and complete in all material respects as of the date hereof; and
	(i) the Pledge pursuant to this Agreement does not violate Regulation T, U or X of the Federal Reserve Board or any successor thereto as of the date hereof."
	Registration in Nominee Name; Denominations.
	For any and all purposes under this Italian Supplement, Section 4 of the Pledge Agreement shall be deleted in its entirety.
	Voting Rights; Dividends and Interest, etc.

For any and all purposes under this Italian Supplement, Section 5 of the Pledge Agreement shall be deleted in its entirety and replaced with the following text:

"SECTION 5. Voting Rights; Dividends and Interest, etc. (a) Unless and until an Event of Default shall have occurred and be continuing:

(i) The Pledgor shall be entitled to exercise any and all voting and/or other consensual rights and powers inuring to an owner of Pledged Securities or any part thereof for any purpose consistent with the terms of this Agreement, the Bank Revolving Credit Agreement and the other Loan Documents; provided, however, that the Pledgor will not be entitled to exercise any such right if the result thereof could materially and adversely affect the rights inuring to a holder of the Pledged Securities or the rights and remedies of any of the Secured Parties under this Agreement or the Bank Revolving Credit Agreement and the other Loan Documents or the ability of the Secured Parties to exercise the same.

 (ii) The Collateral Agent shall execute and deliver to the Pledgor, or cause to be executed and delivered to the Pledgor, all such proxies, powers of attorney and other instruments as the Pledgor may reasonably request for the purpose of enabling it to exercise the voting and/or consensual rights and powers it is entitled to exercise pursuant to subparagraph (i) above and to receive the cash dividends it is entitled to receive pursuant to subparagraph (iii) below.

 (iii) The Pledgor shall be entitled to receive and retain any and all cash dividends, interest and principal paid on the Pledged Securities to the extent and only to the extent that such cash dividends, interest and principal are permitted by, and otherwise paid in accordance with, the terms and conditions of the Bank Revolving Credit Agreement and the other Loan Documents and applicable law. All noncash dividends, interest and principal, and all dividends, interest and principal paid or payable in cash or otherwise in connection with a partial or total liquidation or dissolution, return of capital, capital surplus or paid-in surplus, and all other distributions (other than distributions referred to in the preceding sentence) made on or in respect of the Pledged Securities, whether paid or payable in cash or otherwise,

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whether resulting from a subdivision, combination or reclassification of the outstanding capital stock of the Italian Issuer or received in excha e for Pledged Securities or any part thereof, or in redemption thereof, or as a result of any merger, consolidation, acquisition or other exchange of assets to which the Italian Issuer may be a party or otherwise, shall be and become part of the Italian Collateral, and, if received by the Pledgor, shall not be commingled by it with any of its other funds or property but shall be held separate and apart therefrom, shall be held in trust for the benefit of the Secured Parties and shall be forthwith delivered to the Collateral Agent in the same form as so received (with any necessary endorsement).

(b)  Upon the occurrence and during the continuance of an Event of Default, all rights of the Pledgor to dividends, interest or principal that the Pledgor is authorized to receive pursuant to paragraph (a)(iii) above shall cease, and all such rights shall thereupon become vested in the Secured Parties and, on their behalf, to the Collateral Agent acting on behalf of the Secured Parties as "rappresentante comune", pursuant to Article 2347 of the Italian Civil Code, it being understood that the Secured Parties and the Collateral Agent, as their "rappresentante comune", will have the sole and exclusive right and authority to receive and retain such dividends, interest or principal, subject to the liens and security interest that comprise the Reimbursement Security Interest and in accordance with Section 8 below. All dividends, interest or principal received by the Pledgor contrary to the provisions of this Section 5 shall be held in trust for the benefit of t Secured Parties, shall be segregated from other property or funds of the Pledgor and shall be forthwith delivered to the Collateral Agent, acting on behalf of the Secured Parties, upon demand in the same form as so received (with any necessary endorsement). Any and all money and other property paid over to or received by the Collateral Agent pursuant to the provisions of this paragraph (b) shall be retained by the Collateral Agent on behalf of the Secured Parties in an account to be established by the Collateral Agent upon receipt of such money or other property and shall be applied in accordance with the provisions of Section 8 below. After all Events of Default have been cured or waived, the Collateral Agent acting on behalf of the Secured Parties shall promptly repay to each Pledgor all cash dividends, interest or principal (without interest), that such Pledgor would otherwise be permitted to retain pursuant to the terms of paragraph (a)(iii) above and which remain in such account.

(c)  Upon the occurrence and during the continuance of an Event of Default, all rights of the Pledgor to exercise the voting and consensual rights and powers it is entitled to exercise pursuant to paragraph (a)(i) of this Section 5, and the obligations of the Collateral Agent under paragraph (a)(ii) of this Section 5, shall cease, and all such rights shall thereupon become vested in the Secured Parties and, on their behalf, to the Collateral Agent acting on behalf of the Secured Parties as "rappresentante comune", pursuant to Article 2347 of the Italian Civil Code; provided that, unless otherwise directed by the Required Lenders, the Collateral Agent shall have the right from time to time following and during the continuance of an Event of Default to permit the Pledgor to exercise such rights. After all Events of Default have been cured or waived, the Pledgor will have the right to exercise the voting and consensual rights and powers that it wo d otherwise be entitled to exercise pursuant to the terms of paragraph (a)(i) above."

SECTION 7. Remedies upon Default.

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  For any and all purposes solely under this Italian Supplement, after the end of Section 7 of the Pledge Agreement the following text shall be inserted:

"SECTION 7. Remedies upon Default.

  Without prejudice to the provisions set forth above, should the Collateral Agent - acting on its own behalf and also on behalf of the Secured Parties and pursuant to their instructions - decide to enforce the Pledge in Italy, it shall sell the Pledged Rights and carry out the enforcement procedure pursuant to Articles 2796, 2797 and 2798 of the Italian Civil Code."

SECTION 8. Application of Proceeds of Sale.

For any and all purposes solely under this Italian Supplement, Section 8 of the Pledge Agreement shall be deleted in its entirety and replaced with the following text:

"SECTION 8.  Application of Proceeds of Sale.

Subject to Section 6, the Collateral Agent shall apply the proceeds of any collection or sale of the Italian Collateral, as well as any Italian Collateral consisting of cash, as follows:

FIRST, to the payment of all costs and reasonable expenses incurred by the Administrative Agent or the Collateral Agent (in its capacity as such hereunder or under any other Loan Document) in connection with such collection or sale or otherwise in connection with this Agreement or any of the Bank Revolver Obligations, including all court costs and the reasonable fees and expenses of its agents and legal counsel, the repayment of all advances made by the Collateral Agent hereunder or under any other Loan Document on behalf of the Pledgor and any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Loan Document;

SECOND, to the payment in full of the Bank Revolver Obligations under this Agreement and Reimbursement Obligations in accordance with Section 5.04 of the Intercreditor Agreement (the amounts so applied to be distributed among the Secured Parties pro rata in accordance with the amounts of the Bank Revolver Obligations and/or Reimbursement Obligations owed to them on the date of such distribution);

THIRD, to the payment in full of the Investor Revolver Obligations outstanding;

FOURTH, to the payment in full of the Indenture Obligations outstanding; and

FIFTH, to the Pledgor, its successors or assigns, or as a court of competent jurisdiction may otherwise direct.

The Collateral Agent shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement. Upon any sale of the Italian Collateral by the Collateral Agent (including pursuant to any authority to sell granted by statute or under a judicial proceeding), the receipt of the purchase money by the Collateral Agent in the name and on behalf of the Secured Parties or of the officer making the sale shall be a sufficient discharge to the

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purchaser or purchasers of the Italian Collateral so sold and such purchaser or purchasers have no obligation with respect to the application of any part of the purchase money paid over to the Collateral Agent or such officer or be liable in any way for the misapplication thereof."

9. Reimbursement of Collateral Agent.  

For any and all purposes solely under this Italian Supplement, Section 9(a) (ii) and 9 (a) (iii) of the Pledge Agreement shall be deleted in their entirety and replaced with the following text:

"(a) ... (ii) the custody or preservation of, or the sale of, collection from, or other realization on behalf of the Secured Parties upon any of the Italian Collateral, (iii) the exercise or enforcement by the Collateral Agent of any of the rights of the Collateral Agent and/or the Secured Parties hereunder (including the Italian registration tax due in order to enforce any Italian Court's or any agency's ruling or decision) or (iv) the ...."

SECTION 10. Collateral Agent Appointed Attorney-in-Fact.

For any and all purposes solely under this Italian Supplement, Section 10 of the Pledge Agreement shall be deleted in its entirety and replaced with the following text:

"SECTION 10. Collateral Agent Appointed Attorney-in-fact.

The Pledgor hereby appoints the Collateral Agent as its the attorney-in-fact for the purpose of carrying out the provisions of this Agreement and taking any action and executing any instrument that the Collateral Agent may deem necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest. Without limiting the generality of the foregoing, the Collateral Agent shall have the right, upon the occurrence and during the continuance of an Event of Default, with full power of substitution either in the Collateral Agent's name or in the name of the Pledgor, to ask for, demand, sue for, collect, receive and give acquittance for any and all moneys due or to become due under and by virtue of the Italian Collateral, to endorse checks, drafts, orders and other instruments for the payment of money payable to the Pledgor representing any interest or dividend or other distribution payable in respect of the Italian Collateral or any part thereof or on account thereof and to give full discharge for the same, to settle, compromise, prosecute or defend any action, claim or proceeding with respect thereto, and to sell, assign, endorse, pledge, transfer and to make any agreement respecting, or otherwise deal with, the same; provided, however, that nothing herein contained shall be construed as requiring or obligating the Collateral Agent to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agent, or to present or file any claim or notice, or to take any action with respect to the Italian Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby. The Collateral Agent and the other Secured Parties shall be accountable only for amounts actually received as a result of the exercise of the powers granted to them herein, and neither they nor their officers, directors, employees or agents shall be responsible to the Pledgor for any act

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or failure to act hereunder, except for their own gross negligence or willful misconduct. Notwithstanding anything to the contrary under this Agreement, the Collateral Agent shall have, hold and keep in custody the Italian Collateral exclusively for the ratable benefit of the Secured Parties and may not be deemed, under any circumstances, as holding, possessing or keeping in custody the Italian Collateral on behalf of the Pledgor."

15. Security Interest Absolute.  

For any and all purposes solely under this Italian Supplement, at the beginning of the first paragraph of Section 15 of the Pledge Agreement, after the words "All rights of the Collateral Agent", the following words will be added "and of the Secured Parties".

16. Termination or Release.

For any and all purposes solely under this Italian Supplement, Section 16 (c) of the Pledge Agreement shall be deleted in its entirety and replaced with the following text: 

"(c) In connection with any termination or release pursuant to paragraph (a) or (b) or Section 19, the Collateral Agent, acting on behalf of and pursuant to the instructions of the Secured Parties, shall endorse or annotate, execute and deliver to the Pledgor, at the Pledgor's expense, all documents that are necessary under applicable laws in order to effect the termination of the Pledged Rights (including the Certificate and other share certificates representing New Shares, if any) as well as any other document that such Pledgor shall reasonably request to evidence such termination or release, and do all such acts or things as may be necessary or desirable or reasonably requested by the Pledgor to effect, in accordance with applicable laws, the reversion of the Pledged Rights to it. Any execution and delivery of documents pursuant to this Section 16 shall be without recourse to or warranty by the Collateral Agent."

19. Binding Effect; Several Agreement; Assignments.

For any and all purposes solely under this Italian Supplement, Section 19 of the Pledge Agreement shall be deleted in its entirety and replaced with the following text:

"SECTION 19. Binding Effect; Several Agreement; Assignments.

Whenever in this Agreement any of the parties hereto is referred to, such reference shall be deemed to include the successors and assigns of such party; and all covenants, promises and agreements by or on behalf of the Pledgor that are contained in this Agreement shall bind and inure to the benefit of its successors and assigns. This Italian Supplement shall become effective once that the Pledgor shall have received from the Collateral Agent an acceptance (executed cover letter from the Collateral Agent and an initialed copy of this Italian Supplement) executed on behalf of the Collateral Agent and each of the Secured Parties as acceptance of the Pledgor's proposal (executed cover letter from the Pledgor and an initialed copy of this Italian Supplement) to the Collateral Agent and the Secured Parties to enter into this Italian Supplement. Thereafter, this Italian Supplement shall be binding upon the Pledgor, the Collateral Agent and the Secured Parties and their respective successors and a ssigns, and shall inure to the benefit of the Pledgor, the Collateral Agent and the Secured Parties, their respective successors and assigns, except that the Pledgor shall not have the right to assign its rights hereunder or any interest herein or in the Italian Collateral (and any such attempted assignment shall be void), except as expressly

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contemplated by this Agreement or the other Loan Documents. The executed proposal or acceptance referred to above received by facsimile transmission shall be effective as delivery of a manually executed acceptance or proposal.

The Secured Parties shall have the right to transfer or otherwise assign the rights and obligations arising out of this Agreement to the benefit of the assignee, subject to the procedure set forth below and the relevant provisions of the Bank Revolving Credit Agreement and the other Loan Documents, it being understood that such rights and obligations shall be transferred or assigned only in conjunction with the transfer or assignment of the rights granted pursuant to, and the obligations arising out from the Bank Revolving Credit Agreement and the Loan Documents. The Pledgor hereby expressly and irrevocably consents to such transfer or assignment by any of the Secured Parties. It is understood that the extension of the Pledge in favor of the assignee will have the same rank (and shall be subject to the same Liens) as the Pledge in favor of the Secured Party effecting the transfer or assignment. Upon any assignment by a Secured Party of its interest under an Assignment and Acceptance pursua nt to the Bank Revolving Credit Agreement, the Collateral Agent, acting in the name and on behalf of the Secured Parties, shall ensure that the subsequent transfer of the Pledge and the annotations referred to below are duly made and that the relevant formalities are complied with in accordance with mandatory requirements of Italian law so as to perfect such transfer in favor of the assignee.

In the event of a transfer or an assignment by any of the Secured Parties of its rights and obligations arising out of this Agreement:

(i) the Collateral Agent, in such capacity and in the name and on behalf of the Pledgor, shall cause the Italian Issuer to annotate on the Certificate (and on the certificates representing New Shares, if any) the transfer of the Pledge, in accordance with Italian law;

(ii) immediately after the completion of the annotation referred to in (i) above, the Collateral Agent, in such capacity and in the name and on behalf of the Pledgor, shall cause the Italian Issuer to annotate the transfer of the Pledge in the Shareholders' Book, in accordance with Italian law;

(iii) immediately after the completion of the annotation referred to in (ii), the Collateral Agent, in such capacity and in the name and on behalf of the Pledgor shall cause the Italian Issuer to deliver to the Collateral Agent a certified copy of the pages of the Shareholders' Book evidencing the above mentioned annotation; and

(iv) the Collateral Agent, after completion of the procedure set forth above, shall continue to act as a third party custodian of the Shares (and of New Shares, if any) also to the benefit of the successors or assigns of such Secured Party."

SECTION 22.  Counterparts.

For any and all purposes solely under this Italian Supplement, Section 22 of the Pledge Agreement shall be deleted in its entirety.

SECTION 27.  Additional Pledgors.

For any and all purposes solely under this Italian Supplement, Section 27 of the Pledge Agreement shall be deleted in its entirety.

IN WITNESS WHEREOF, the parties hereto have duly executed this Italian Supplement as of the day and year first above written.

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MEMC ELECTRONIC MATERIALS, INC.

By: /s/ James M. Stolze
Name: James M. Stolze
Title Executive Vice President, Chief Financial Officer

By: /s/ Kenneth L. Young
Name: Kenneth L. Young
Title: Treasurer

CITICORP USA, INC., as Collateral Agent and custodian

By: /s/ Allen Fisher
Name: Allen Fisher
Title: Director

For CITICORP USA, INC. as Secured Party

By: /s/ Allen Fisher
Name: Allen Fisher, attorney-in-fact
Title: Director

For UBS AG, Stamford Branch, as Secured Party

By: /s/ Allen Fisher
Name: Allen Fisher, attorney-in-fact
Title: Director

EXHIBIT A

Testo della annotazione del pegno da apporre sul Certificato rappresentativo delle azioni della MEMC Electronic Materials S.p.A. da parte di un amministratore

Si prende e si dà atto che, ai sensi del contratto di pegno di primo grado (come modificato in data 3 marzo 2003 dall'accordo denominato Italian Supplement to the Bank Revolver Pledge Agreement concluso negli Stati Uniti d'America attraverso scambio di corrispondenza) del 21 dicembre 2001 (il "Contratto di Pegno") tra MEMC Electronic Materials, Inc., società di diritto statunitense, con sede legale c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware, U.S.A, in qualità di costituente il pegno, e CITICORP USA, Inc., società di diritto statunitense, con sede legale a 2 Penns Way, Suite 200, New Castle, Delaware, U.S.A., ed agente in qualità di Collateral Agent (come definito nel Contratto di Pegno), sia in nome proprio sia in nome e per conto dei Creditori Pignoratizi (indicati qui di seguito e definiti, nel Contratto di Pegno, quali Secured Parties), MEMC Electronic Materials, Inc. h a costituito in pegno n. 42.250.000 azioni ordinarie della

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MEMC Electronic Materials S.p.A. (la "Società") già costituite in garanzia e attualmente custodite da Citicorp USA, Inc. in base al contratto di pegno di primo grado denominato (ai sensi del Contratto di Pegno) Reimbursement Pledge Agreement, come modificato dal Reimbursement Italian Supplement del 3 marzo 2003, concluso tra MEMC Electronic Materials, Inc., in qualità di costituente il pegno, Citicorp USA, Inc., in qualità di collateral agent, sia in nome proprio sia in nome e per conto dei creditori pignoratizi ivi indicati (i "Creditori Pignoratizi di cui al Reimbursement Agreement") rappresentate dal certificato azionario n. 64 (il "Certificato") e corrispondenti, nel complesso, al 65% del capitale sociale della Società in favore di:

Citicorp USA, Inc., società di diritto statunitense, con sede a 2 Penns Way, Suite 200, New Castle, Delaware, U.S.A., e UBS AG, Filiale di Stamford, società di diritto svizzero, con sede a 671 Washington Boulevard, Stamford, Connecticut, U.S.A. (i "Creditori Pignoratizi")

a garanzia dell'integrale adempimento delle obbligazioni denominate Bank Revolver Obligations (quali definite nel Contratto di Pegno), ivi incluse quelle derivanti dallo stesso Contratto di Pegno, dal Bank Revolving Credit Agreement e dagli altri Loan Documents (come ivi definiti). Ai sensi del Contratto di Pegno, il presente diritto reale di garanzia è di pari grado e conferisce gli stessi diritti del diritto di pegno di primo grado creato sul Certificato in pari data ai sensi del Reimbursement Pledge Agreement, come modificato dal Reimbursement Italian Supplement del 3 marzo 2003, sopra indicati.

I diritti di voto, i diritti amministrativi connessi e il diritto a percepire i dividendi inerenti alle azioni costituite in pegno e rappresentate dal Certificato sono regolati dalla Sezione 5 del Contratto di Pegno.

Si dà atto che, ai sensi del Contratto di Pegno, Citicorp USA, Inc., quale Collateral Agent, riceve il pegno di cui alla presente annotazione e pertanto, oltre a continuare a custodire ininterrottamente il Certificato nell'interesse e per conto dei Creditori Pignoratizi di cui al Reimbursement Agreement, viene ora a custodire il medesimo anche nell'interesse e per conto dei Creditori Pignoratizi, inclusi i loro successori e aventi causa, nonché delle New Secured Parties (come definite nel Contratto di Pegno).

Si dà altresì atto che, ai sensi del Contratto di Pegno, i Creditori Pignoratizi hanno dato mandato a Citicorp USA, Inc., quale Collateral Agent, a fare quanto necessario affinchè la Società annoti sul Certificato sia il trasferimento del presente pegno di primo grado a favore di ogni successore o avente causa dei Creditori Pignoratizi sia l'estensione del presente pegno di primo grado a favore di nuovi soggetti che risultino creditori di MEMC Electronic Materials, Inc. in base a quanto previsto nel Contratto di Pegno (ivi definiti quali New Secured Parties), in entrambi i casi con pari grado e diritti rispetto alla garanzia reale costituita a favore dei Creditori Pignoratizi di cui alla presente annotazione.

[Luogo e Data] ______________________________
Un Amministratore

La costituzione in garanzia di cui sopra è stata annotata sul libro soci in data odierna ai sensi del R.D. 29.3.1942 n. 239.

[Luogo e Data] ______________________________
Un Amministratore

EXHIBIT A

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Text of the annotation of the Pledge to be inscribed by a Director on the Certificate representing shares of MEMC Electronic Materials, S.p.A.

It is hereby acknowledged that, pursuant to the first degree deed of pledge (as supplemented on March 3, 2003, by the Italian Supplement to the Bank Revolver Pledge Agreement executed in the United States of America by way of exchange of correspondence) dated December 21, 2001 (the "Deed of Pledge"), by and between MEMC Electronic Materials, Inc. a company incorporated under the laws of the United States of America, with registered office c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware, U.S.A, as pledgor, and Citicorp USA, Inc., a company incorporated under the laws of the United States of America, with registered office at 2 Penns Way, Suite 200, New Castle, Delaware, U.S.A., acting in its capacity as Collateral Agent (as defined in the Deed of Pledge) in its own name and in the name and on behalf of the Secured Parties (specified below and defined in the Deed of Pledge "Secured Parties"), MEMC Electronic Materials, I nc. hereby pledges No.42,250,000 ordinary shares of MEMC Electronic Materials S.p.A. (the "Company") - already pledged and currently held by Citicorp USA, Inc. under the first degree deed of pledge named (pursuant to the Deed of Pledge) Reimbursement Pledge Agreement, as supplemented by the Reimbursement Italian Supplement dated March 3, 2003, executed by and between MEMC Electronic Materials, Inc., as pledgor, Citicorp USA, Inc., as collateral agent, both in its own name and in the name and on behalf of the secured parties indicated therein (hereinafter referred to as the "Reimbursement Secured Parties") - represented by this share certificate no. 64 (the "Certificate") and corresponding, as a whole, to 65% of the Company's share capital, in favor of:

Citicorp USA, Inc, a company incorporated under the laws of the United States of America with registered office at 2 Penns Way, Suite 200, New Castle, Delaware, U.S.A., and UBS AG, Stamford Branch, a company incorporated under the laws of Switzerland with registered office at 671 Washington Boulevard, Stamford, Connecticut, U.S.A. (the "Secured Parties"),

as security for the full payment and performance of the obligations entitled Bank Revolver Obligations (as defined in the Deed of Pledge), including those derived from the Deed of Pledge itself, the Bank Revolving Credit Agreement and the other Loan Documents (as defined therein). Pursuant to the Deed of Pledge, the present security interest ranks pari passu with and grants same rights attached to the first degree pledge created on even date on the Certificate pursuant to the Reimbursement Pledge Agreement, as supplemented by the Reimbursement Italian Supplement dated March 3, 2003, referred to hereinabove.

The voting rights, the right to receive dividends and the other administrative rights attached to the pledged Shares and represented by the Certificate are governed by Section 5 of the Deed of Pledge.

It is acknowledged that, pursuant to the Deed of Pledge, Citicorp USA, Inc., as Collateral Agent, hereby receives the pledge referred to in this notation and, thus, in addition to maintaining the uninterrupted custody of the Certificate in the interest and on behalf of the Reimbursement Secured Parties, it receives in custody the Certificate also in the interest and on behalf of the Secured Parties, including their successors or assignees, as well as of any New Secured Party (as defined in the Deed of Pledge).

It is also acknowledged that, pursuant to the Deed of the Pledge, the Secured Parties instructed Citicorp USA, Inc., as Collateral Agent, to take all necessary steps to have MEMC Electronic Materials, S.p.A. annotate on the Certificate both the transfer of this first degree pledge in favor of each successor or assignee of the Secured Parties and the extension of this first degree pledge for the benefit any new party who may become a creditor of MEMC Electronic Materials, Inc. pursuant to the Deed of Pledge (defined New Secured Parties in the Deed of Pledge), in either case pari passu with and with the same rights attached to the security interest hereby created in favor of the Secured Parties.

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[Place and Date] ______________________________
A Director

The above security has been annotated in the shareholders' ledger under today's date pursuant to Royal Decree No. 239/42, dated March 29, 1942.

[Place and Date] ______________________________
A Director

EXHIBIT B

Testo dell'annotazione del pegno da apporre sul libro soci della MEMC Electronic Materials S.p.A.

Si prende e si da atto che, ai sensi del contratto di pegno di primo grado (come modificato in data 3 marzo 2003 dall'accordo denominato Italian Supplement to the Bank Revolver Pledge Agreement concluso negli Stati Uniti d'America attraverso scambio di corrispondenza) del 21 dicembre 2001 (il "Contratto di Pegno") tra il socio unico MEMC Electronic Materials, Inc., società di diritto statunitense, con sede legale c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware, U.S.A, in qualità di costituente il pegno, e CITICORP USA, Inc., società di diritto statunitense, con sede legale a 2 Penns Way, Suite 200, New Castle, Delaware, U.S.A., ed agente in qualità di Collateral Agent (come definito nel Contratto di Pegno), sia in nome proprio sia in nome e per conto dei Creditori Pignoratizi (indicati qui di seguito e definiti nel Contratto di Pegno quali Secured Parties), MEMC Electronic Materials, Inc. ha costituito in pegno n. 42.250.000 azioni ordinarie della MEMC Electronic Materials S.p.A. (la "Società") - già costituite in garanzia e attualmente custodite da Citicorp USA, Inc. in base al contratto di pegno di primo grado denominato (ai sensi del Contratto di Pegno) Reimbursement Pledge Agreement, come modificato dal Reimbursement Italian Supplement del 3 marzo 2003 concluso tra MEMC Electronic Materials, Inc., in qualità di costituente il pegno, Citicorp USA, Inc., in qualità di collateral agent, sia in nome proprio sia in nome per conto dei creditori pignoratizi ivi indicati (i "Creditori Pignoratizi di cui al Reimbursement Agreement") rappresentate dal certificato azionario n. 64 (il "Certificato") e corrispondenti, nel complesso, al 65% del capitale sociale della Società in favore di:

Citicorp USA, Inc., società di diritto statunitense, con sede a 2 Penns Way, Suite 200, New Castle, Delaware, U.S.A., e UBS AG, Filiale di Stamford, società di diritto svizzero, con sede a 671 Washington Boulevard, Stamford, Connecticut, U.S.A. (i "Creditori Pignoratizi")

a garanzia dell'integrale adempimento delle obbligazioni denominate Bank Revolver Obligations (quali definite nel Contratto di Pegno), ivi incluse quelle derivanti dallo stesso Contratto di Pegno, dal Bank Revolving Credit Agreement e dagli altri Loan Documents (come ivi definiti). Ai sensi del Contratto di Pegno, il presente diritto reale di garanzia è di pari grado e conferisce gli stessi diritti del diritto di pegno di primo grado creato sul Certificato in pari data ai sensi del Reimbursement Pledge Agreement, come modificato dal Reimbursement Italian Supplement del 3 marzo 2003, sopra indicati.

I diritti di voto, i diritti amministrativi connessi e il diritto a percepire i dividendi inerenti alle azioni costituite in pegno e rappresentate dal Certificato sono regolati dalla Sezione 5 del Contratto di Pegno.

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Si dà atto che, ai sensi del Contratto di Pegno, Citicorp USA, Inc., quale Collateral Agent, riceve il pegno di cui alla presente annotazione e pertanto, oltre a continuare a custodire ininterrottamente il Certificato nell'interesse e per conto dei Creditori Pignoratizi di cui al Reimbursement Agreement, viene ora a custodire il medesimo anche nell'interesse e per conto dei Creditori Pignoratizi inclusi i loro successori e aventi causa, nonché delle New Secured Parties (come definite nel Contratto di Pegno).

Si dà altresì atto che, ai sensi del Contratto di Pegno, i Creditori Pignoratizi hanno dato mandato a Citicorp USA, Inc., quale Collateral Agent, a fare quanto necessario affinché la Società annoti sul Certificato sia il trasferimento del presente pegno di primo grado a favore di ogni successore o avente causa dei Creditori Pignoratizi sia l'estensione del presente pegno di primo grado a favore di nuovi soggetti che risultino creditori del socio MEMC Electronic Materials, Inc. in base a quanto previsto nel Contratto di Pegno (ivi definiti quali New Secured Parties), in entrambi i casi con pari grado e diritti rispetto alla garanzia reale costituita a favore dei Creditori Pignoratizi di cui alla presente a

[Luogo e Data] ______________________________
Un Amministratore

EXHIBIT B

Text of the notation of the pledge in the shareholders' book of MEMC Electronic Materials S.p.A.

It is hereby acknowledged that, pursuant to the first degree deed of pledge (as amended on March 3, 2003, by the Italian Supplement to the Bank Revolver Pledge Agreement executed in the United States of America by way of exchange of correspondence) dated December 21, 2001 (the "Deed of Pledge") between the sole shareholder MEMC Electronic Materials, Inc., a company incorporated under the laws of the United States of America, with registered office c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware, U.S.A, as pledgor, and Citicorp USA, Inc., a company incorporated under the laws of the United States of America, with registered office at 2 Penns Way, Suite 200, New Castle, Delaware, U.S.A. and acting in its capacity as Collateral Agent (as defined in the Deed of Pledge), both in its own name and in the name and on behalf of the Secured Parties (specified hereinafter and defined in the Deed of Pledge, "Secured Parties"), MEM C Electronic Materials, Inc. hereby pledges No. 42,250,000 ordinary shares of MEMC Electronic Materials S.p.A. (the "Company") already pledged and currently held by Citicorp USA, Inc. under the first degree deed of pledge named (pursuant to the Deed of Pledge) Reimbursement Pledge Agreement, as supplemented by the Reimbursement Italian Supplement dated March 3, 2003, executed by and between MEMC Electronic Materials, Inc. as pledgor, Citicorp USA, Inc., as collateral agent, both in its own name and in the name and on behalf of the secured parties indicated therein (hereinafter referred to as the "Reimbursement Secured Parties") - represented by this share certificate no. 64 (the "Certificate") and corresponding, as a whole, to 65% of the Company's share capital, in favor of:

Citicorp USA, Inc, a company incorporated under the laws of the United States of America with registered office at 2 Penns Way, Suite 200, New Castle, Delaware, U.S.A., and UBS AG, Stamford Branch, a company incorporated under the laws of Switzerland with registered office at 671 Washington Boulevard, Stamford, Connecticut, U.S.A. (the "Secured Parties"),

as security for the full payment and performance of the obligations entitled Bank Revolver Obligations (as defined in the Deed of Pledge), including those deriving from the Deed of Pledge itself, the Bank Revolving Credit Agreement and the other Loan Documents (as defined therein). Pursuant to the Deed of Pledge, the present security interest ranks pari passu with and grants the same rights attached to the first degree pledge created the same date on the Certificate pursuant to the Reimbursement Pledge

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Agreement, as supplemented by the Reimbursement Italian Supplement dated March 3, 2003, referred to hereinabove.

The voting rights, the right to receive dividends and the other administrative rights attached to the pledged shares represented by the Certificate are governed by Section 5 of the Deed of Pledge.

It is acknowledged that according to the first degree Deed of Pledge, Citicorp USA, Inc, as Collateral Agent, hereby receives the pledge referred to in this annotation, and thus, in addition to maintaining the uninterrupted custody of the Certificate on behalf of and in the interest of the Reimbursement Secured Parties, it now starts to hold the Certificate in custody also in the interest and in the interest and on behalf of the Secured Parties, including their successors and assignees, as well as for the New Secured Parties (as defined in the Deed of Pledge).

It is also acknowledged that, pursuant to the Deed of the Pledge, the Secured Parties instructed Citicorp USA, Inc., as Collateral Agent, to take all necessary steps to have the Company annotate on the Certificate both the transfer of this first degree pledge in favor of each successor or assignee of the Secured Parties and the extension of this first degree pledge for the benefit any new party who may become a creditor of MEMC Electronic Materials, Inc. pursuant to the Deed of Pledge (defined New Secured Parties in the Deed of Pledge), in either case pari passu with and with the same rights attached to the security interest hereby created in favor of the Secured Parties.

[Place and Date] ______________________________
A Director

EXHIBIT C

 Testo dell'annotazione del pegno da apporre, al momento della loro emissione, sui certificati rappresentativi delle Nuove Azioni della MEMC Electronic Materials S.p.A.

Ai sensi delle Sezioni 1 e 2 del contratto di pegno di primo grado (come modificato in data 3 marzo 2003 dall'accordo denominato Italian Supplement to the Bank Revolver Pledge Agreement concluso negli Stati Uniti d'America attraverso scambio di corrispondenza) del 21 dicembre 2001 (il "Contratto di Pegno"), tra MEMC Electronic Materials, Inc., società di diritto statunitense, con sede legale c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware, U.S.A, in qualità di costituente il pegno, e CITICORP USA, Inc., società di diritto statunitense, con sede legale a 2 Penns Way, Suite 200, New Castle, Delaware, U.S.A., ed agente in qualità di Collateral Agent (come definito nel Contratto di Pegno), sia in nome proprio sia in nome e per conto dei Creditori Pignoratizi, (indicati qui di seguito e definiti, nel Contratto di Pegno, quali Secured Parties), le azioni di nuova emissione della MEMC Electronic Materials S.p.A. (la "Società") rappresentate dal presente certificato azionario n. [ ] (rispettivamente, le "Nuove Azioni", ovvero le New Shares, come definite nel Contratto di Pegno, ed il "Nuovo Certificato") - già costituite in garanzia e attualmente custodite da Citicorp USA, Inc. in base al contratto di pegno di primo grado denominato (ai sensi del Contratto di Pegno) Reimbursement Pledge Agreement, come modificato dal Reimbursement Italian Supplement del 3 marzo 2003, concluso tra MEMC Electronic Materials, Inc., in qualità di costituente il pegno, Citicorp USA, Inc., in qualità di collateral agent, sia in nome proprio sia in nome e per conto dei creditori pignoratizi ivi indicati (i "Creditori Pignoratizi di cui al Reimbursement Agreement") - sono costituite in pegno da MEMC Electronic Materials, Inc., in favore di:

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Citicorp USA, Inc., società di diritto statunitense, con sede a 2 Penns Way, Suite 200, New Castle, Delaware, U.S.A., e UBS AG, Filiale di Stamford, società di diritto svizzero con sede a 671 Washington Boulevard, Stamford, Connecticut, U.S.A. (i "Creditori Pignoratizi")

a garanzia dell'integrale adempimento delle obbligazioni denominate Bank Revolver Obligations (come definite nel Contratto di Pegno) ivi incluse quelle derivanti dallo stesso Contratto di Pegno, dal Bank Revolving Credit Agreement e dagli altri Loan Documents (come ivi definiti). Ai sensi del Contratto di Pegno, il presente diritto reale di garanzia è di pari grado e conferisce gli stessi diritti del diritto di pegno creato sul Nuovo Certificato in pari data ai sensi del Reimbursement Pledge Agreement, come modificato dal Reimbursement Italian Supplement del 3 marzo 2003, sopra indicati.

I diritti di voto, i diritti amministrativi connessi e il diritto a percepire i dividendi inerenti alle Nuove Azioni costituite in pegno e rappresentate dal Nuovo Certificato sono regolati dalla Sezione 5 del Contratto di Pegno.

Si prende e si dà atto che, secondo quanto previsto nella Sezione 1 del Contratto di Pegno, le azioni della Società complessivamente date in pegno (ivi incluse le Nuove Azioni costituite in pegno) a favore dei Creditori Pignoratizi non eccedono il 65 % del capitale sociale della Società.

Si dà atto che, ai sensi del Contratto di Pegno, Citicorp USA, Inc., quale Collateral Agent, riceve il pegno di cui alla presente annotazione e pertanto, oltre a continuare a custodire ininterrottamente il Nuovo Certificato nell'interesse e per conto dei Creditori Pignoratizi di cui al Reimbursement Agreement viene ora a custodire il medesimo anche nell'interesse e per conto dei Creditori Pignoratizi, inclusi i loro successori e aventi causa, nonché delle New Secured Parties (come definite nel Contratto di Pegno).

Si dà altresì atto che, ai sensi del Contratto di Pegno, i Creditori Pignoratizi hanno dato mandato a CITICORP USA, Inc., quale Collateral Agent, a fare quanto necessario affinchè la Società annoti sul Nuovo Certificato sia il trasferimento del presente pegno di primo grado a favore di ogni successore o avente causa dei Creditori Pignoratizi sia l'estensione del presente pegno di primo grado a favore di nuovi soggetti che risultino creditori di MEMC Electronic Materials, Inc. in base a quanto previsto nel Contratto di Pegno (ivi definiti quali New Secured Parties), in entrambi i casi con pari grado e diritti rispetto alla garanzia reale costituita a favore dei Creditori Pignoratizi di cui alla presente annotazione.

[Luogo e Data] ______________________________
Un Amministratore

La costituzione in garanzia di cui sopra è stata annotata sul libro soci in data odierna ai sensi del R.D. 29.3.1942 n. 239.

[Luogo e Data] ______________________________
Un Amministratore

EXHIBIT C

Text of the annotation of the pledge to be annotated on the share certificates representing the New Shares of MEMC Electronic Materials, S.p.A. , upon their issuance

Pursuant to Section 1 and 2 of the first degree deed of pledge (as amended on March 3, 2003 by the Italian Supplement to the Bank Revolver Pledge Agreement executed in the United States of America by way of exchange of correspondence) dated December 21, 2001 (the "Deed of Pledge") by and

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between MEMC Electronic Materials, Inc., a company incorporated under the laws of the United States of America, with registered office c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware, U.S.A., as pledgor, CITICORP USA, Inc., a company incorporated under the laws of the United States of America, with registered office at 2 Penns Way, Suite 200, New Castle, Delaware, U.S.A., acting in its capacity as Collateral Agent (as defined therein), in its own name and in the name and on behalf of the Secured Parties (as specified hereinafter and defined, in the Deed of Pledge, as Secured Parties), the newly issued shares of MEMC Electronic Materials S.p.A. (the "Company") represented by this share certificate no.[ ] (respectively, the "New Shares", as defined in the Deed of Pledge and the "New Certificate") - already pledged and currently held by Citicorp USA, Inc. under the first degree deed of pledge named (pursuant to the Deed of Pledge) Reimbursement Pledge Agreement, as supplemented by the Reimbursement Italian Supplement dated March 3, 2003, executed by and between MEMC Electronic Materials, Inc. as pledgor, Citicorp USA, Inc., as collateral agent, both in its own name and in the name and on behalf of the secured parties indicated therein (hereinafter referred to as the "Reimbursement Secured Parties") - are pledged by MEMC Electronic Materials, Inc., in favor of:

Citicorp USA, Inc., a company incorporated under the laws of the United States of America, with registered office at 2 Penns Way, Suite 200, New Castle, Delaware, U.S.A. and UBS AG, Stamford Branch, a company incorporated under the laws of Switzerland, with registered office at 671 Washington Boulevard, Stamford, Connecticut, U.S.A. (the "Secured Parties"),

as security for the full payment and performance of the Bank Revolver Obligations (as defined in the Deed of Pledge), including those obligations arising from the Deed of Pledge itself, the Bank Revolving Credit Agreement and the other Loan Documents. Pursuant to the Deed of Pledge, this security interest ranks pari passu with and grants the same rights of the security interest of even date created on the New Certificate pursuant to the Reimbursement Pledge Agreement, as supplemented by the Reimbursement Italian Supplement dated March 3, 2003, referred to above.

The voting rights, the relating administrative rights and the right to receive dividends in connection with the pledged New Shares and represented by the New Certificate are governed by Section 5 of the Deed of Pledge.

It is acknowledged that, in accordance with Section 1 of the Deed of Pledge, the shares of the Company pledged as a whole (including the pledged New Shares) in favor of the Secured Parties do not exceed 65 % of the share capital of the Company.

It is acknowledged that, pursuant to the Deed of Pledge, Citicorp USA, Inc., as Collateral Agent, hereby receives the pledge referred to in this annotation and thus, in addition to maintaining the uninterrupted custody of the Certificate on behalf of and in the interest of the Reimbursement Agreement Secured Parties, it now starts to hold the Certificate in custody also in the interest and on behalf of the Secured Parties, including their successors or assignees, as well as of any New Secured Party (as defined in the Deed of Pledge).

It is also acknowledged that, pursuant to the Deed of Pledge, the Secured Parties instructed Citicorp USA, Inc., as Collateral Agent, to take all necessary steps to have the Company annotating on the New Certificate the transfer of this first degree security interest in favor of any successor or transferee of the Secured Parties and the extension of this first degree security interest in favor of any new party who may become a creditor of MEMC Electronic Materials, Inc. pursuant to the Deed of Pledge (such new creditors are defined New Secured Parties in the Deed of Pledge), in both cases pari passu with and with the same rights attached to the security interest created in favor of the Secured Parties referred to in this annotation.

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[Place and Date] ______________________________
A Director

The above security has been annotated in the shareholders' ledger of MEMC Electronic Materials S.p.A. pursuant to Royal Decree No. 239/42

[Place and Date] ______________________________
A Director

EXHIBIT D

Testo dell'annotazione del pegno sulle Nuove Azioni da apporre sul libro soci della MEMC Electronic Materials S.p.A.

Si prende e si dà atto che il socio unico MEMC Electronic Materials, Inc., società di diritto statunitense, con sede legale c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware, Stati Uniti d'America, la quale in data [ ] ha sottoscritto n. [ ] azioni ordinarie di MEMC Electronic Materials S.p.A. (la "Società") del valore nominale di Euro 0,48 ciascuna, rappresentate dal certificato azionario n. [] (il "Nuovo Certificato") e corrispondenti, nel complesso, al [ ] del capitale sociale della Società (le "Nuove Azioni"), ai sensi della Sezione 1 e 2 del contratto di pegno di primo grado (come modificato in data 3 marzo 2003 dall'accordo denominato Italian Supplement to the Bank Revolver Pledge Agreement concluso negli Stati Uniti d'America attraverso scambio di corrispondenza) del 21 dicembre 2001 (il "Contratto di Pegno") tra MEMC Electronic Materials Inc., in qualità di costituente il pegno, e Cit icorp USA, Inc. società di diritto statunitense con sede legale a 2 Penns Way, Suite 200, New Castle, Delaware, U.S.A., ed agente in qualità di Collateral Agent (come definito nel Contratto di Pegno), sia in nome proprio sia in nome e per conto dei Creditori Pignoratizi (come di seguito indicati e definiti nel Contratto di Pegno quali Secured Parties), ha costituito in pegno le Nuove Azioni rappresentate dal Certificato - già costituite in garanzia e attualmente custodite da Citicorp USA, Inc. in base al contratto di pegno di primo grado denominato (ai sensi del Contratto di Pegno) Reimbursement Pledge Agreement, come modificato dal Reimbursement Italian Supplement del 3 marzo 2003, concluso tra MEMC Electronic Materials, Inc., in qualità di costituente il pegno, Citicorp USA, Inc., in qualità di collateral agent, sia in nome proprio sia in nome e per conto dei creditori pignoratizi ivi indicati (i "Creditori Pignoratizi di cui al Reimb ursement Agreement") a favore di:

Citicorp USA, Inc., società di diritto statunitense, con sede legale a 2 Penns Way, Suite 200, New Castle, Delaware, U.S.A., e UBS AG, Stamford Branch, società di diritto svizzero, con sede 671 Washington Boulevard, Stamford, Connecticut, U.S.A. (i "Creditori Pignoratizi")

a garanzia dell'integrale adempimento delle obbligazioni denominate Bank Revolver Obligations (quali definite nel Contratto di Pegno), ivi incluse quelle derivanti dal Contratto di Pegno, dal Bank Revolving Credit Agreement e dagli altri Loan Documents (come ivi definiti). Ai sensi del Contratto di Pegno, il presente diritto reale di garanzia è di pari grado e conferisce gli stessi diritti del diritto di pegno creato sul Nuovo Certificato in pari data ai sensi del Reimbursement Pledge Agreement, come modificato dal Reimbursement Italian Supplement del 3 marzo 2003, sopra indicati.

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I diritti di voto, i diritti amministrativi connessi e il diritto a percepire i dividendi inerenti alle Nuove Azioni costituite in pegno e rappresentate dal Nuovo Certificato sono regolati dalla Sezione 5 del Contratto di Pegno.

Si prende e si dà atto che, secondo quanto previsto nella Sezione 1 del Contratto di Pegno, le azioni della Società complessivamente date in pegno (ivi incluse le Nuove Azioni costituite in pegno) non eccedono il 65 % del capitale sociale della Società.

Si dà atto che, ai sensi del Contratto di Pegno, Citicorp USA, Inc., quale Collateral Agent, riceve il pegno di cui alla presente annotazione e pertanto, oltre a continuare a custodire ininterrottamente il Nuovo Certificato nell'interesse e per conto dei Creditori Pignoratizi di cui al Reimbursement Agreement, viene ora a custodire il medesimo anche nell'interesse e per conto dei Creditori Pignoratizi, inclusi i loro successori e aventi causa, nonché delle New Secured Parties (come definite nel Contratto di Pegno).

Si dà altresì atto che, ai sensi del Contratto di Pegno, i Creditori Pignoratizi hanno dato mandato a Citicorp USA, Inc., quale Collateral Agent, a far quanto necessario affinchè la Società annoti sul Nuovo Certificato sia il trasferimento del presente pegno di primo grado a favore di ogni successore o avente causa dei Creditori Pignoratizi sia l'estensione del presente pegno di primo grado a favore di nuovi soggetti che risultino creditori di MEMC Electronic Materials, Inc. in base a quanto previsto nel Contratto di Pegno (ivi definiti quali New Secured Parties), in entrambi i casi con pari grado e diritti rispetto alla garanzia reale costituita a favore dei Creditori Pignoratizi di cui alla presente annotazione.

[Luogo e Data] ______________________________
Un Amministratore

EXHIBIT D

Text of the annotation of the Pledge of the New Shares to be included on the shareholders' book of MEMC Electronic Materials S.p.A.

It is acknowledged that the sole shareholder MEMC Electronic Materials, Inc., a company incorporated under the laws of the United States of America, with registered office c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware, U.S.A. which on [ ] subscribed to [ ] ordinary shares of MEMC Electronic Materials S.p.A. (the "Company"), with a par value of Euro 0,48 each, represented by share certificate No. [ ] (the "New Certificate") and representing, as a whole, [ ]% of the share capital of the Company (the "New Shares"), pursuant to Section 1 and 2 of the first degree deed of pledge (as amended on March 3, 2003 by the Italian Supplement to the Bank Revolver Pledge Agreement executed in the United States of America by way of exchange of correspondence) dated December 21, 2001 (the "Deed of Pledge") by and between MEMC Electronic Materials, Inc., as pledgor, and CITICORP USA, Inc. a company incorporated under the laws of the United States of America, with registered office at 2 Penns Way, Suite 200, New Castle, Delaware, U.S.A and acting in its capacity as Collateral Agent (as defined therein), in its own name and in the name and on behalf of the Secured Parties (as defined herinafter), has pledged the New Shares, represented by the New Certificate, - already pledged and currently held by Citicorp USA, Inc. under the first degree deed of pledge named (pursuant to the Deed of Pledge) Reimbursement Pledge Agreement, as supplemented by the Reimbursement Italian Supplement dated March 3, 2003, executed by and between MEMC Electronic Materials, Inc. as pledgor, Citicorp USA, Inc., as collateral agent, both in its own name and in the name and on behalf of the Secured Parties indicated therein (hereinafter referred to as the "Reimbursement Secured Parties") - in favor of:

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Citicorp USA, Inc, a company incorporated under the laws of the United States od America, with registered office at 2 Penns Way, Suite 200, New Castle, Delaware, U.S.A., and UBS AG, Stamford Branch, a company incorporated under the laws of Switzerland, with registered office at 671 Washington Boulevard, Stamford, Connecticut, U.S.A. (the "Secured Parties"),

as security for the full payment and performance of the Bank Revolver Obligations (as defined in the Deed of Pledge), including those obligations arising from the Deed of Pledge itself, the Bank Revolver Credit Agreement and the other Loan Documents (as defined in the Bank Revolving Credit Agreement). Pursuant to the Deed of Pledge, this security interest ranks pari passu with and grants the same rights of the security interest created on the same date hereof on the New Certificate pursuant to the pledge agreement denominated Reimbursement Pledge Agreement, as supplemented by the Reimbursement Italian Supplement dated March 3, 2003, referred to hereinabove.

The voting rights, the relating administrative rights and the right to receive dividends in connection with the pledged New Shares and represented by the New Certificate are governed by Section 5 of the Deed of Pledge.

It is acknowledged that, in accordance with Section 1 of the Deed of Pledge, the shares of the Company pledged as a whole (including the pledged New Shares) do not exceed 65 % of the share capital of the Company.

It is acknowledged that, pursuant to the Deed of Pledge, Citicorp USA, Inc., as Collateral Agent, hereby receives the pledge referred to in this annotation and thus, in addition to maintaining the uninterrupted custody of the Certificate on behalf of and in the interest of the Reimbursement Secured Parties, it now starts to hold the Certificate in custody also in the interest and on behalf of the Secured Parties, including their successors or assignees, as well as of any New Secured Party (as defined in the Deed of Pledge).

It is also acknowledged that, pursuant to the Deed of Pledge, the Secured Parties instructed Citicorp USA, Inc., as Collateral Agent, to take all steps necessry to have the Company annotating on the New Certificate the transfer of this first degree security interest in favor of any successor or assignee of the Secured Parties and the extension of this first degree security interest in favor of any new party who may become a creditor of MEMC Electronic Materials, Inc. pursuant to the Deed of Pledge (such new creditors are defined New Secured Parties in the Deed of Pledge), in both cases pari passu with and with the same rights attached to the security interest created in favor of the Secured Parties referred to in this annotation.

[Place and Date] ______________________________
A Director

EXHIBIT E

Testo dell'annotazione del pegno a favore di Nuovi Creditori Pignoratizi da apporre sui certificati azionari di MEMC Electronic Materials S.p.A.

Si prende e si dà atto che, su richiesta di CITICORP USA, Inc., società di diritto statunitense, con sede legale a 2 Penns Way, Suite 200 New Castle, Delaware, Stati Uniti d'America, ed agente anche in nome e per conto di [inserire la denominazione sociale del Nuovo Creditore Pignoratizio], società di diritto [ ], con sede legale in [ ], ai sensi della Sezione 2 del contratto di pegno di primo grado (come modificato, in data 3 marzo 2003, dall'accordo denominato Italian Supplement to the Bank Revolver Pledge

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Agreement concluso negli Stati Uniti d'America, attraverso scambio di corrispondenza) del 21 dicembre 2001 (il "Contratto di Pegno") tra MEMC Electronic Materials, Inc., società di diritto statunitense, con sede legale c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware, Stati Uniti d'America, in qualità di costituente il pegno, e Citicorp USA, Inc., agente in qualità di Col lateral Agent (come definito nel Contratto di Pegno), sia in nome proprio sia in nome e per conto dei Creditori Pignoratizi (come definiti nel Contratto di Pegno), il pegno di primo grado, già costituito sul presente certificato azionario n. [ ] (il "Certificato" attualmente custodito da Citicorp USA, Inc.), da MEMC Electronic Materials, Inc. in favore dei Creditori Pignoratizi, si intende esteso, con pari grado e diritti, anche a favore di [inserire la denominazione sociale del Nuovo Creditore Pignoratizio], a garanzia dell'integrale adempimento delle obbligazioni nei confronti di [inserire la denominazione sociale del Nuovo Creditore Pignoratizio] denominate Bank Revolver Obligations (come definite nel Contratto di Pegno), ivi incluse quelle derivanti dallo stesso Contratto di Pegno, dal Bank Revolving Credit Agreement e dai Loan Documents, tra cui il contratto denominato [ ] del [ ], concluso in [ ], tra [inserire la denominazione sociale delle parti, inclu so il Nuovo Creditore Pignoratizio].

Si dà atto che il pegno di primo grado costituito sul Certificato è regolato dal Contratto di Pegno, in quanto applicabile e, pertanto, i diritti di voto, i diritti amministrativi connessi e il diritto a percepire i dividendi inerenti alle Azioni rappresentate dal Certificato sono regolati dalla sezione 5 del Contratto di Pegno.

Si dà altresì atto che, ai sensi del Contratto di Pegno, Citicorp USA, Inc., quale Collateral Agent, riceve il pegno di cui alla presente annotazione e pertanto, oltre a continuare a custodire ininterrottamente il Certificato nell'interesse e per conto dei Creditori Pignoratizi, ivi inclusi i loro successori, aventi causa e le New Secured Parties (come definite nel Contratto di Pegno), viene ora a custodire il medesimo anche nell'interesse e per conto di [inserire la denominazione sociale del Nuovo Creditore Pignoratizio], ivi inclusi i suoi successori e aventi causa.

Si dà infine atto che il pegno di primo grado esteso a favore di [inserire la denominazione sociale del Nuovo Creditore Pignoratizio] per effetto della presente annotazione ha lo stesso grado e conferisce gli stessi diritti della garanzia reale costituita sul Certificato a favore dei Creditori Pignoratizi in base al Contratto di Pegno, ferma restando l'esistenza sul Certificato del concorrente pegno di pari grado costituito a seguito del Reimbursement Pledge Agreement, come modificato dal Reimbursement Italian Supplement del 3 marzo 2003, concluso tra MEMC Electronic Materials, Inc., in qualità di costituente il pegno e Citicorp U.SA., Inc. in qualità di collateral agent, sia in nome proprio sia in nome e per conto dei creditori pignoratizi ivi indicati.

[Luogo e Data] ______________________________
Un Amministratore

La costituzione in garanzia di cui sopra è stata annotata sul libro soci in data odierna ai sensi del R.D. 29.3.1942 n. 239.

[Luogo e Data] ______________________________
Un Amministratore

EXHIBIT E

Text of the annotation of the Pledge in favor of the New Secured Parties to be inscribed on the share certificates of MEMC Electronic Materials S.p.A.

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It is acknowledged that, upon request of CITICORP USA, Inc., a company incorporated under the laws of the United States of America with registered office at 2, Penns Way, Suite 200, New Castle, Delaware, United States of America, acting also in the name and on behalf of [name of the New Secured Party], a company incorporated under the laws of with registered office at [ ], pursuant to Section 2 of the first degree deed of pledge (as supplemented, on March 3, 2003, by the Italian Supplement to the Bank Revolver Pledge Agreement executed in the United States of America by way of exchange of correspondence) dated December 21, 2001, (the "Deed of Pledge") between MEMC Electronic Materials, Inc., a company incorporated under the laws of the United States of America, with registered office c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware, United States of America, as pledgor, and Citicorp USA, Inc., acting in its capacity as Collate ral Agent (as defined in the Deed of Pledge), in its own name and in the name and on behalf of the Secured Parties (as defined in the Deed of Pledge), the first degree pledge already created on this share certificate No. [ ] (the "Certificate", currently held in custody by Citicorp USA, Inc.), by MEMC Electronic Materials, Inc. in favor of the Secured Parties is hereby extended, pari passu with and with equal rights, also in favor of [name of the New Secured Party], as security for the full payment and performance of the Bank Revolver Obligations (as defined in the Deed of Pledge) with respect to [name of the New Secured Party], including those obligations arising from the Deed of Pledge itself, from the Bank Revolving Credit Agreement and from the Loan Documents, including the agreement denominated [ ] and executed in [ ], on [ ], by and between [name of the parties thereof, including the New Secured Party].

It is acknowledged that the first degree pledge created on the Certificate is governed by the Deed of Pledge, as applicable and, therefore, the voting rights, the right to receive dividends and the relating administrative rights attached to the Shares represented by the Certificate are governed by Section 5 of the Deed of Pledge.

It is also acknowledged that, pursuant to the Deed of Pledge, Citicorp USA, Inc., in its capacity as Collateral Agent, hereby receives the pledge to which this notation pertains and, thus, in addition to maintaining the uninterrupted custody of the Certificate in the interest and on behalf of the Secured Parties, including their successors or assignees, and the New Secured Parties (as defined in the Deed of Pledge), it now starts to hold the Certificate in custody also on behalf of [name of New Secured Party], including its successors or assignees.

Lastly, it is acknowledged that the first degree pledge extended in favor of the [name of New Secured Party] pursuant to this annotation grants the same rights of, and is pari passu with, the security interest created on the Certificate in favor of the Secured Parties pursuant to the Deed of Pledge, it being understood that on the Certificate is already existing a pari passu security interests created pursuant to the Reimbursement Pledge Agreement as supplemented by the Reimbursement Italian Supplement dated March 3, 2003, executed by and between MEMC Electronic Materials, Inc., as pledgor, and Citicorp USA, Inc. as collateral agent, acting in its own name and in the name and behalf of the secured parties thereunder.

[Place and Date] ______________________________
A Director

A notation regarding the above security interest has been made in the shareholders' book of MEMC Electronic Materials S.p.A. pursuant to Royal Decree No. 239/42.

[Place and Date] ______________________________
A Director

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EXHIBIT F

Testo dell'annotazione del pegno a favore di Nuovi Creditori Pignoratizi da apporre sul libro soci di MEMC Electronic Materials S.p.A.

Si prende e si dà atto che, su richiesta di CITICORP USA, Inc., società di diritto statunitense, con sede legale a 2 Penns Way, Suite 200 New Castle, Delaware, Stati Uniti d'America, ed agente anche in nome e per conto di [inserire la denominazione sociale del Nuovo Creditore Pignoratizio], società di diritto [ ], con sede legale in [ ], ai sensi della Sezione 2 del contratto di pegno di primo grado (come modificato, in data 3 Marzo 2003, dall'accordo denominato Italian Supplement to the Bank Revolver Pledge Agreement concluso negli Stati Uniti d'America, attraverso scambio di corrispondenza) del 21 dicembre 2001 (il "Contratto di Pegno") tra il socio unico MEMC Electronic Materials, Inc., società di diritto statunitense, con sede legale c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware, Stati Uniti d'America, in qualità di costituente il pegno, e Citicorp USA, Inc., agente in qualit&ag rave; di Collateral Agent (come definito nel Contratto di Pegno), sia in nome proprio sia in nome e per conto dei Creditori Pignoratizi (come definiti nel Contratto di Pegno), il pegno di primo grado già costituito sul presente certificato azionario n. [ ] della Società (il "Certificato"), da parte di MEMC Electronic Materials, Inc. in favore dei Creditori Pignoratizi, si intende esteso, con pari grado e diritti, anche a favore di [inserire la denominazione sociale del Nuovo Creditore Pignoratizio], a garanzia dell'integrale adempimento delle obbligazioni nei confronti di [inserire la denominazione sociale del Nuovo Creditore Pignoratizio] denominate Bank Revolver Obligations (come definite nel Contratto di Pegno), ivi incluse quelle derivanti dallo stesso Contratto di Pegno, dal Bank Revolving Credit Agreement e dai Loan Documents, tra cui il contratto denominato [ ] del [ ], concluso in [ ], tra [inserire la denominazione sociale delle parti, inclu so il Nuovo Creditore Pignoratizio].

Si dà atto che il pegno di primo grado costituito sul Certificato è regolato dal Contratto di Pegno, in quanto applicabile e, pertanto, i diritti di voto, i diritti amministrativi connessi e il diritto a percepire i dividendi inerenti alle Azioni rappresentate dal Certificato sono regolati dalla sezione 5 del Contratto di Pegno.

Si dà altresì atto che, ai sensi del Contratto di Pegno, Citicorp USA, Inc., quale Collateral Agent, riceve il pegno di cui alla presente annotazione e pertanto, oltre a continuare a custodire ininterrottamente il Certificato nell'interesse e per conto dei Creditori Pignoratizi, ivi inclusi i loro successori, aventi causa e le New Secured Parties (come definite nel Contratto di Pegno), viene ora a custodire il medesimo anche nell'interesse e per conto di [inserire la denominazione sociale del Nuovo Creditore Pignoratizio], ivi inclusi i suoi successori e aventi causa.

Si dà infine atto che il pegno di primo grado esteso a favore di [inserire la denominazione sociale del Nuovo Creditore Pignoratizio] per effetto della presente annotazione ha lo stesso grado e conferisce gli stessi diritti della garanzia reale costituita sul Certificato a favore dei Creditori Pignoratizi in base al Contratto di Pegno, ferma restando l'esistenza sul Certificato del concorrente pegno di pari grado costituito a seguito del Reimbursement Pledge Agreement, come modificato dal Reimbursement Italian Supplement del 3 marzo 2003, concluso tra MEMC Electronic Material, Inc., in qualità di costituente il pegno e Citicorp U.S.A., Inc. in qualità di collateral agent, sia in nome proprio sia in nome e per conto dei creditori pignoratizi ivi indicati.

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[Luogo e Data] ______________________________
Un Amministratore

EXHIBIT F

Text of the annotation in the shareholders' book of MEMC Electronic Materials S.p.A. of the pledge in favour of New Secured Parties

It is hereby acknowledged that, upon request of CITICORP USA, Inc., a company incorporated under the laws of the United States of America, with registered office at 2, Penns Way, Suite 200, New Castle, Delaware, United States of America, acting also in the name and on behalf of [name of the New Secured Party], a company incorpored under the laws of [ ], with registered office at [ ], pursuant to Section 2 of the first degree deed of pledge (as supplemented, on March 3, 2003, by the Italian Supplement to the Bank Revolver Pledge Agreement executed in the United States of America by way of exchange of correspondence) dated December 21, 2001 (the "Deed of Pledge") between the sole shareholder MEMC Electronic Materials, Inc., a company incorporated under the laws of the United States of America, with registered office c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware, United States of America, as pledgor, and Citicorp USA, Inc., ac ting in its capacity as Collateral Agent (as defined in the Deed of Pledge), in its own name and in the name and on behalf of the Secured Parties (as defined in the Deed of Pledge), the first degree pledge already created in favor of the Secured Parties on this Company's share certificate No. [ ] (the "Certificate"), by MEMC Electronic Materials, Inc. in favor of the Secured Parties is hereby extended, pari passu with and with equal rights, also in favor of [name of the New Secured Party], as security for the full payment and performance of the Bank Revolver Obligations (as defined in the Deed of Pledge) with respect to [name of the New Secured Party], including those obligations arising from the Deed of Pledge, from the Bank Revolving Credit Agreement and from the Loan Documents, including the agreement named [ ] and executed in [ ], on [ ], by and between [name of the parties thereof, including the New Secured Party].

It is acknowledged that the first degree pledge created on the Certificate is governed by the Deed of Pledge, as applicable and, therefore, the voting rights, the right to receive dividends and the relating administrative rights attached to the Share represented by the Certificate, are governed by Section 5 of the Deed of Pledge.

It is also acknowledged that, pursuant to the Deed of Pledge, Citicorp USA, Inc., in its capacity as Collateral Agent, hereby receives the pledge to which this notation pertains and, thus, in addition to maintaining the uninterrupted custody of the Certificate in the interest and on behalf of the Secured Parties, including their successors or assignees, and the New Secured Parties (as defined in the Deed of Pledge), shall now start to hold the Certificate in custody also on behalf of [name of New Secured Party], including its successors or assignees.

Lastly, it is acknowledged that the first degree pledge extended in favor of the [name of New Secured Party] pursuant to this annotation grants the same rights of, and is pari passu with, the security interest created on the Certificate in favor of the Secured Parties pursuant to the Deed of Pledge, it being understood that on the Certificate is already existing a pari passu security interests created pursuant to the Reimbursement Pledge Agreement as supplemented by the Reimbursement Italian Supplement dated March 3, 2003, executed by and between MEMC Electronic Materials, Inc., as pledgor, and CITICORP U.S.A., Inc. as collateral agent, acting in its own name and in the name and behalf of the secured parties thereunder.

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[Place and Date] ______________________________
A Director

EXHIBIT G

[Letterhead of CiticorpUSA, INC.]

New Secured Party Notice

To:  Chairman of the Board of Directors

MEMC Electronic Materials S.p.A.
Viale Gherzi n. 31
Novara
Italy

c.c.: MEMC Electronic Materials, Inc

c/o The Corporation Trust Company
Corporation Trust Center
1209 Orange Street
Wilmington, Delaware

To the attention of [ ]

From: Citicorp USA, Inc.

Dated:  [ ]

Re: Italian Supplement to the Bank Revolver Pledge Agreement dated March 3, 2003

Dear Sirs,

1. We refer to the deed of pledge (Contratto di pegno) executed and delivered in United States of America on December 21, 2001 by and between MEMC Electronic Materials, Inc., Pledgor, and Citicorp USA, Inc., Collateral Agent, also in the name and on behalf of the Secured Parties, as supplemented by an Italian Supplement dated March 3, 2003 (the "Bank Revolver Italian Supplement"). This is a New Secured Party Notice. The terms in capital letters shall bear the meanings indicated beside each one of them or, absent any indication, shall have the same meaning assigned to them under the Bank Revolver Italian Supplement.
2. We confirm that, pursuant to [insert details of the Loan Document pursuant to which the New Secured Party has become a Secured Party], [insert corporate name of the New

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Secured Party], a company incorporated under the laws of [ ], with registered office in [], has become a [Lender] under the Bank Revolving Credit Agreement.

3. Pursuant to Section 2 of the Bank Revolver Italian Supplement, we request to annotate the extension of the Pledge in favor of [insert corporate name of the New Secured Party] on the Certificate [add, if applicable: and on the certificates representing the New Shares], substantially in the form indicated in Exhibit E to the Bank Revolver Italian Supplement. We also request to annotate such extension of the Pledge in the shareholders' book of MEMC Electronic Materials S.p.A. substantially in the form indicated in Exhibit F to the Bank Revolver Italian Supplement.

[Date]

Signed:

Citicorp USA, Inc.

[Name]
[Title]

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EX-10.WWW(12)

Exhibit 10.www(12)

AMENDMENT NO. 3 TO THE REVOLVING CREDIT AGREEMENT

AMENDMENT NO. 3, dated as of March 11, 2003 (this ‘Amendment No. 3’) to the Revolving Credit Agreement, dated as of December 21, 2001, among MEMC ELECTRONIC MATERIALS, INC., a Delaware corporation (the ‘Borrower’), the Lenders party thereto, and CITICORP USA, INC., as administrative agent and collateral agent, as amended by Amendment No. 1 to the Revolving Credit Agreement, dated March 21, 2002, among the parties therein, and Amendment No. 2 to the Revolving Credit Agreement, dated June 21, 2002, among the parties therein (as amended, modified or supplemented from time to time, the ‘Revolving Credit Agreement’).

W I T N E S S E T H :

WHEREAS, pursuant to Section 9.02 of the Revolving Credit Agreement, the Borrower and the Required Lenders wish to amend the Revolving Credit Agreement as set forth herein;

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. Definitions. Capitalized terms used herein and not defined herein have the meanings assigned to them in the Revolving Credit Agreement.

2. Amendments to the Revolving Credit Agreement. (a) The definitions of ‘Investor Revolving Credit Agreement’ and 'Investor Guarantee Agreement' are hereby added in Section 1.01 as follows:

‘Investor Revolving Credit Agreement’ has the meaning assigned to such term in the Security Agreement, as amended.

‘Investor Guarantee Agreement’ means the guarantee agreement, dated as of March 3, 2003, among the Subsidiary Loan Parties (as defined in the Investor Revolving Credit Agreement) and the Collateral Agent (as defined in the Investor Revolving Credit Agreement) for the benefit of the secured parties under the Investor Revolving Credit Agreement, as such agreement may be further amended, supplemented or modified.

(b) Section 6.11 is hereby amended to insert the following text immediately after the words ‘Indenture Documentation,’: ‘Article X of the Investor Revolving Credit Agreement, Article 2 of the Investor Guarantee Agreement,’.

3. Effective Date. This Amendment No. 3 shall become effective as of the date first written above (the ‘Third Amendment Effective Date’).

4. Reference to and Effect on the Revolving Credit Agreement.

(a) On and after the Third Amendment Effective Date, each reference in the Revolving Credit Agreement to 'this Agreement', 'hereunder', 'hereof', 'herein' or words of like import referring to the Revolving Credit Agreement, shall mean and be a reference to the Revolving Credit Agreement as amended by this Amendment No. 3.

(b) Except as specifically amended by this Amendment No. 3, the Revolving Credit Agreement shall remain in full force and effect and is hereby in all respects ratified and confirmed.

(c) The execution, delivery and performance of this Amendment No. 3 shall not, except as expressly

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provided herein, constitute a waiver or amendment of any provision of, or operate as a waiver or amendment of any right, power or remedy of the Lenders under the Revolving Credit Agreement.

5. GOVERNING LAW. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY THE LAW OF THE STATE OF NEW YORK.

6. Counterparts. This Amendment No. 3 may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 3 to be executed by their respective officers thereunto duly authorized, as of the date first above written.

	MEMC ELECTRONIC MATERIALS, INC. By: /s/ James M. Stolze Name: James M. Stolze Title: Executive Vice President, Chief Financial Officer
	By: /s/ Kenneth L. Young Name: Kenneth L. Young Title: Treasurer
	CITICORP USA, INC., as Lender
	By: /s/ Allen Fisher Name: Allen Fisher Title:
	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
CONSENTED TO AND AGREED:

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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
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

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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
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.

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	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 INVESTORS, L.P. By: T3GenPar, 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 DUTCH PARALLEL, C.V. By: T3GenPar Dutch, L.L.C., Its General Partner By: T3GenPar, 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.

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	By: T3GenPar II, L.P., Its General Partner By: T3Advisors 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: T3GenPar II, L.P., Its General Partner By: T3Advisors II, Inc., Its General Partner By: /s/ Richard A. Ekleberry Name: Richard A. Ekleberry Title: Vice President
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 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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EX-10.XXX(5)

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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EX-10.XXX(6)

Exhibit 10-xxx(6)

AMENDMENT NO. 1 TO THE AMENDED AND RESTATED PLEDGE AGREEMENT

AMENDMENT NO. 1, dated as of March 3, 2003 (this "Amendment No. 1"), to the Amended and Restated 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, 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 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 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 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 Investor Security Interest;

WHEREAS, pursuant to Section 10 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, 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 consideration, the receipt of which is hereby acknowledged, the parties hereto hereby agree as follows:

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1. Defined Terms. Unless otherwise defined herein or amended hereby, capitalized terms used herein which are defined in the Pledge Agreement or the Reimbursement 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):

(b) except for the lien and security interest granted under the Revolving Credit Loan Documentation (the "Revolver Security Interest") as security for the payment or performance, as the case may be, in full of the Revolving Credit Obligations (as defined in the Revolving Credit Loan Documentation), 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 Revolving Credit Loan Documentation, the Investor Revolving Credit Documentation or the Indenture Documentation), however arising, of all Persons whomsoever;

(c) Section 3(e) is hereby amended to add the following parenthesis at the end of Section 3(e) and after the words "Reimbursement Obligations": "(subject only to the lien and security interest that comprise the Revolver Security Interest)".

(d) Section 7 is hereby amended as follows:

(i) immediately after the paragraph beginning with "SECOND, to the payment in full of the Reimbursement 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

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(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 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 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 SUBSIDIARY PLEDGORS

MEMC ELECTRONIC MATERIALS, INC.,

By: /s/ Kenneth L. Young
Name: Kenneth L. Young, in his capacity as Treasurer for each of the Subsidiary Pledgors

CITICORP USA, INC. as Collateral Agent

By: /s/ Allen Fisher
Name: Allen Fisher
Title: Vice President

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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
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

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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
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

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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
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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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:
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:
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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EX-10.XXX(7)

Exhibit 10-xxx(7)

ITALIAN SUPPLEMENT TO THE AMENDED AND RESTATED PLEDGE
AGREEMENT RELATING TO THE REIMBURSEMENT AGREEMENT

 This ITALIAN SUPPLEMENT, dated as of March 3, 2003 (as amended, supplemented or otherwise modified from time to time, the "Italian Supplement") to the AMENDED AND RESTATED PLEDGE AGREEMENT relating to the Reimbursement Agreement (as defined below) dated as of December 21, 2001 (as amended, supplemented or otherwise modified from time to time, the "Pledge Agreement"), is made among MEMC ELECTRONIC MATERIALS, INC., a Delaware corporation (the "Borrower" or the "Pledgor"), CITICORP USA, INC., as collateral agent (in such capacity, the "Collateral Agent") and custodian, and CITICORP USA, INC., as attorney-in-fact acting in the name and on behalf of the Secured Parties (as defined in the Reimbursement Agreement defined below). The Pledge Agreement, as supplemented by this Italian Supplement, shall be referred to herein as this "Agreement". Unless otherwise defined or specified herein or amended hereby, capitalized terms used herein which are defined in t Pledge Agreement or the Reimbursement Agreement, are used herein as therein defined.

WITNESSETH

WHEREAS, pursuant to that certain pledge agreement dated December 21, 2001 (as amended from time to time, the "Bank Revolver Pledge Agreement"), the pledgors thereunder agreed to pledge and grant to the Collateral Agent a security interest in the Collateral (as therein defined) for the ratable benefit of the secured parties under a revolving credit agreement, dated December 21, 2001, among the Borrower, the lenders from time to time party thereto, and Citicorp USA, Inc. as collateral agent and administrative agent (as amended, supplemented or otherwise modified from time to time, the "Bank Revolving Credit Agreement"), pursuant to which the lenders party thereto agreed to provide the Borrower with a revolving credit facility in an initial aggregate amount not to exceed U.S.$150,000,000. 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 Agr eement;

WHEREAS, pursuant to the Pledge Agreement, the Pledgors thereunder agreed to pledge and grant to the Collateral Agent a security interest in the Collateral for the ratable benefit of the Secured Parties under a reimbursement agreement, dated December 21, 2001, among the Borrower, the Fund Guarantors, and the 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, contemporaneously herewith, the Borrower and Citicorp USA, Inc., acting both as Collateral Agent and as attorney-in-fact for each of the secured parties under the Bank Revolver Pledge Agreement is entering into, by way of exchange of correspondence, that certain Italian Supplement to the Bank Revolver Pledge Agreement (as amended from time to time, the Bank Revolver Italian Supplement") so as to perfect, including under Italian law, a first degree security interest over 65% of the issued and outstanding voting stock of MEMC Electronic Materials S.p.A. in favor of the secured parties thereunder;

WHEREAS, pursuant to the Reimbursement Agreement, the Borrower has agreed to reimburse the Fund Guarantors for any and all amounts paid by the Fund Guarantors under the Guaranty. The willingness of the Fund Guarantors to deliver the Guaranty was subject to the execution and delivery by the Borrower of the Pledge Agreement to secure (a) the due and punctual payment of (i) all Guarantee Amounts and interest thereon (including interest accruing during the pendency of any bankruptcy, insolvency,

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receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding), when and as due, whether at maturity, by acceleration, upon one or more dates set for prepayment or otherwise and (ii) all other monetary obligations, including fees, costs, expenses and indemnities, whether primary, secondary, direct, contingent, fixed or otherwise (including monetary obligations incurred during the pendency of any bankruptcy, insolvency, receivership or other simil ar proceeding, regardless of whether allowed or allowable in such proceeding), of the Reimbursement Parties to the Secured Parties under the Reimbursement Agreement and the other Reimbursement Documents, (b) the due and punctual performance of all covenants, agreements, obligations and liabilities of the Reimbursement Parties under or pursuant to the Reimbursement Agreement and the other Reimbursement Documents, (c) unless otherwise agreed to in writing by the applicable Fund Guarantor thereto, the due and punctual payment and performance of all obligations of the Borrower or any other Reimbursement Party, monetary or otherwise, under each Hedging Agreement entered into with a counterparty that was a Fund Guarantor (or an Affiliate of a Fund Guarantor) at the time such Hedging Agreement was entered into and (d) the due and punctual payment and performance of all obligations in respect of overdrafts and related liabilities owed to the Administrative Agent or any of its Affiliates and arising fr om treasury, depositary and cash management services in connection with any automated clearing house transfers of funds (all the monetary and other obligations referred to in the preceding clauses (a) through (d) being referred to collectively as the "Reimbursement Obligations").

WHEREAS, the Borrower, the Subsidiary Pledgors, the Secured Parties and the Collateral Agent have executed and delivered the Pledge Agreement to grant a security interest for the payment in full of the Reimbursement Obligations.

WHEREAS, the Borrower, the Secured Parties and the Collateral Agent desire to supplement and integrate the Pledge Agreement so as to perfect, including under Italian law, the security interest created for the ratable benefit of the Secured Parties over that portion of the Collateral owned by the Borrower and consisting of No. 42,250,000 ordinary shares of MEMC Electronic Materials S.p.A. (the "Italian Issuer") equal to 65% of the issued and outstanding voting stock of the Italian Issuer (the "Shares") and represented by share certificate No. 64 of the Italian Issuer (the "Certificate"); and

WHEREAS, the parties hereto agree that this Agreement will only concern, relate, deal exclusively with the security interest created in accordance with New York law under the Pledge Agreement with respect to that portion of the Collateral consisting of the Shares which are represented by the Certificate.

NOW, THEREFORE, the Pledgor, the Secured Parties and Citicorp USA, Inc., as the Collateral Agent and acting also in the name and on behalf of each of the Secured Parties (and each of their respective successors or assigns), hereby agree to supplement and integrate the Pledge Agreement, which will continue to be in full force and effect among the parties hereto and thereto, as follows.

On or after the date on which this Italian Supplement shall become effective, solely for purposes under or relating to this Italian Supplement, each reference in this Italian Supplement or the Pledge Agreement to "this Pledge Agreement", "Agreement", "hereunder", "hereof", "herein" or words of like import shall mean and be a reference to this Agreement (as defined in the Preamble hereof).

On or after the date on which this Italian Supplement shall become effective, solely for purposes under or relating to this Italian Supplement, each reference in this Agreement to "Pledgors", "such Pledgor", "each Pledgor" or words of like import implying a reference to the presence, under the Pledge

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Agreement, of Pledgors in addition to the Borrower, shall mean and interpreted to be a reference only to the Borrower as the sole pledgor of the Shares, and references to "Collateral" or words of like import shall mean and interpreted to be a reference only to the Italian Collateral as defined under this Agreement.

The provisions of this Agreement specifying that the Collateral Agent acts on behalf and/or pursuant to the instructions of the Secured Parties shall mean that the Collateral Agent will act on behalf and/or pursuant to the instructions of the Fund Guarantors as defined in the Reimbursement Agreement.

SECTION 1. Pledge.

 For any and all purposes solely under this Italian Supplement, Section 1 of the Pledge Agreement shall be deleted in its entirety and replaced with the following text:

"SECTION 1. Pledge.

  As security for the payment and performance, as the case may be, in full of the Reimbursement Obligations, the Pledgor has pledged and granted to the Collateral Agent, its successors and assigns, and has granted to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, among other things, a security interest (the "Pledge") in all of the Pledgor's following rights and benefits (the "Pledged Rights"): (a) the Shares, namely No. 42,250,000 ordinary shares of the Italian Issuer equal to 65% of the voting stock of such company (the "Pledged Interest" or, alternatively, the "Pledged Securities"; both expressions are deemed to include the New Shares, as defined in (c) below), par value Euro 0.48, represented by the Certificate; (b) subject to Section 5 hereof, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed respect of, in exchange for or upon the conversion of the Pledged Securities; (c) shares or stock of the Italian Issuer issued, accruing or subscribed to after the date hereof or otherwise acquired by the Borrower, including by means affecting the capital stock of the Italian Issuer, in relation to the Shares ("New Shares"); provided that the percentage of voting share capital represented by the Shares pledged herein (including New Shares and whether referred to as "Pledged Interest", "Pledged Securities" or "Collateral") shall never exceed 65% of the issued and outstanding voting stock of the Italian Issuer; (d) subject to Section 5 hereof, all rights and privileges of the Pledgor with respect to the Shares and New Shares; and (e) all the proceeds of any of the foregoing (the items referred to in clauses (a) through (e) being collectively referred to as the "Italian Collateral").

Without prejudice to the above definition, the Reimbursement Obligations shall include, but not be limited to, (i) all amounts paid to the lenders parties under the Bank Revolving Credit Agreement and the Administrative Agent (as defined under the Bank Revolving Credit Agreement) by the Fund Guarantors under or pursuant to the Guaranty, including a total maximum amount, as principal, of the Loans (as defined under the Bank Revolving Credit Agreement) equal to U.S. 150,000,000; (ii) all the interests on the Loans payable or becoming payable to the Lenders and the Administrative Agent by the Borrower under the Bank Revolving Credit Agreement; (iii) all the interests due under the Reimbursement Agreement; (iv) all the fees, charges and all reasonable expenses (including legal and fiscal expenses) payable under the Reimbursement Agreement incurred by, and any other sum paid by the Secured Parties or the Collateral Agent in relation to the enforcement of the Pledge or th e right arising from this Agreement; (v) the payment of any and all sums due or to become due by the Pledgor to the Secured Parties on account of the obligation to redeem the amounts received as unjustified enrichment or for similar cause as a consequence of nullity, voidness or invalidity of the Reimbursement Documents; and (vi) the payment of any sum due or to become due, at any time and from time to time, by the Pledgor to the Secured Parties and the Collateral Agent under this Agreement.

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To the extent that they have not previously been pledged in favor of the Secured Parties according to this Agreement or otherwise (and without exceeding the 65% limitation referred to in the first paragraph of this Section), the Borrower irrevocably agrees and undertakes to pledge in favor of the Secured Parties (including their successors and assignees as well as additional Fund Guarantors pursuant to the Reimbursement Documents) the New Shares, provided that the foregoing shall not be a novation of this Agreement and/or the Pledge. It is understood that the same Pledged Rights and provisions as set forth in this Agreement shall extend to such New Shares, including the Pledgor's and the Secured Parties' authorization to the Collateral Agent to take any action it deems necessary in good faith in the event it encounters a conflict of interest or in a situation described under Article 1395 of the Italian Civil Code ("contratto con se stesso").

TO HAVE AND TO HOLD the Italian Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, on behalf of and for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth."

SECTION 2. Delivery of the Collateral.

For any and all purposes solely under this Italian Supplement, Section 2 of the Pledge Agreement shall be deleted in its entirety and replaced with the following text:

"SECTION 2. Registration of the Pledge and Delivery of the Italian Collateral.

(a) Immediately after the execution and delivery of this Agreement, the Pledgor shall procure that:

 (a) the Certificate be endorsed by the Pledgor for the benefit of the Secured Parties, substantially in the form indicated in Exhibit A hereto;

 (b) the endorsement on the Certificate be certified by a Notary Public and the certification of such Notary Public be apostilled in accordance with the Hague Convention of October 5, 1961;

 (c) the security interest created under this Agreement be annotated in the shareholders' book of the Italian Issuer (the "Shareholders' Book") substantially in the form indicated in Exhibit B hereto; and

 (d) a certified copy of the pages of the Shareholders' Book bearing the annotation referred to in (c) above be delivered to the Collateral Agent.

  Immediately after the completion of the endorsement procedures set forth in (a) and (b) above, the Pledgor shall surrender to the Collateral Agent the Certificate, which will be held in custody outside of Italy by the Collateral Agent, pursuant to this Agreement, in the name and on behalf of the Secured Parties. The Secured Parties hereto acknowledge and consent that, upon execution of the Bank Revolver Italian Supplement of even date and upon completion of the related annotations on the Certificate and the Shareholders' Book, the Collateral Agent shall hold the Certificate also in the interest of the secured parties under the Bank Revolver Italian Supplement.

 The Pledgor and the Secured Parties hereby expressly agree to appoint the Collateral Agent, who accepts, as third party custodian in respect of the Certificate and the Italian Collateral in general, in accordance with Article 2786, second paragraph, of the Italian Civil Code. The Pledgor and the Secured Parties expressly authorize the Collateral Agent to take any action it deems necessary in good faith in the event it encounters a conflict of interest, or in a situation described under Article 1395 of the Italian

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Civil Code ("contratto con se stesso").

 The Pledgor and each of the Secured Parties, for the purpose of this Agreement, irrevocably grant the Collateral Agent the power to annotate, endorse, inscript or request the annotation, endorsement or inscription on their behalf of the Certificate and the certificates representing the New Shares, if any.

 In addition to the foregoing, and in accordance with Section 1, paragraph 1, subsection (c) above, the Pledgor shall procure that the following registration requirements are put in place with regard to New Shares:

1. the Pledgor, upon issuance of share certificates representing New Shares, shall cause the Italian Issuer to annotate the Pledge on such share certificates with the cooperation of the Collateral Agent, substantially in the form in Exhibit C hereto;
2. immediately after the completion of the annotation referred to in paragraph a. above, the Pledgor shall cause the Italian Issuer to deliver directly to the Collateral Agent the certificates representing New Shares, which will be kept in the custody of the Collateral Agent in accordance with Article 2786, second paragraph of the Italian Civil Code and in accordance with the provisions of this Agreement, outside of Italy;
3. immediately after the completion of the annotation referred to in a. above, the Pledgor shall cause the Italian Issuer to annotate the Pledge in the Shareholders' Book, substantially in the form indicated in Exhibit D hereto; and
4. a certified copy of the pages of the Shareholders' Book bearing the annotation referred to in c. above be delivered to the Collateral Agent.

 In addition to the above, if so requested by the Collateral Agent by means of a written notice substantially in the form indicated in Exhibit G hereto (the "New Secured Party Notice"), the Pledgor shall procure that the Pledge be extended to the benefit of any new secured party in its capacity as a new party to the Reimbursement Agreement, the Hedging Agreements or any other Reimbursement Document (the "New Secured Party"). It is understood that the security interest granted in favor of the New Secured Party shall rank pari passu with the existing pledge granted in favor of the Secured Parties hereunder and will be governed by the provisions of this Agreement.

 Immediately after the receipt of the New Secured Party Notice:

1. The Collateral Agent, in such capacity and in the name and on behalf of the Pledgor and the Secured Parties, shall cause the Italian Issuer to annotate the extension of the Pledge to the benefit of the New Secured Party on the Certificate (and on the certificates representing New Shares, if any) which is held by the Collateral Agent in such capacity and in its capacity as third party custodian under Article 2786, second paragraph, of the Italian Civil Code substantially in the form indicated in Exhibit E hereto;
2. immediately after the completion of the annotation referred to in paragraph a. above, the Collateral Agent, in such capacity and in the name and on behalf of the Pledgor and the Secured Parties, shall cause the Italian Issuer to annotate the extension of the Pledge to the benefit of the New Secured Party in the Shareholders' Book, substantially in the form indicated in Exhibit F hereto;

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c.   immediately after the completion of the annotation referred to in b. above, the Collateral Agent, also on behalf of the Pledgor, shall cause the Italian Issuer to deliver to the Collateral Agent a certified copy of the page(s) of the Shareholders' Book of the Italian Issuer bearing the above mentioned annotation."

3. Representations, Warranties and Covenants.

For any and all purposes solely under this Italian Supplement, Section 3 of the Pledge Agreement shall be deleted in its entirety and replaced with the following text:

"SECTION 3. Representations, Warranties and Covenants. The Pledgor hereby represents, warrants and covenants, as to itself and with respect to the Italian Collateral pledged by it hereunder, to and with the Collateral Agent that:

(a) the Pledged Interest represents 65% of the issued and outstanding voting shares of the Italian Issuer;

(b) except for the lien and security interest granted under the Revolving Credit Loan Documentation (the "Revolver Security Interest") as security for the payment or performance, as the case may be, in full of the Bank Revolver Obligations (as defined in the Revolving Credit Loan Documentation), 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, the Pledgor (i) is and will at all times continue to be the direct owner, beneficially and of record, of the Shares, (ii) holds the same free and clear of all Liens, (iii) will make no assignment, pledge, hy pothecation or transfer of, or create or permit to exist any security interest in or other Lien on, the Italian Collateral, other than pursuant hereto, and (iv) subject to Section 5, will cause any and all Italian Collateral, whether for value paid by the Pledgor or otherwise, to be forthwith deposited with the Collateral Agent and pledged or assigned hereunder;

(c) the Pledgor (i) has the power and authority to pledge the Italian Collateral in the manner done or contemplated hereby 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 Revolving Credit Loan Documentation, the Investor Revolving Credit Documentation or the Indenture Documentation), however arising, of all Persons whomsoever;

(d) no consent of any other Person (including stockholders or creditors of the Pledgor) and no consent or approval of any Governmental Authority or any securities exchange was or is necessary for the validity of the Pledge effected hereby;

(e) this Agreement shall, upon the completion of its execution and delivery, the endorsement of the Certificate by the Pledgor (with due notarization and application of apostille), and subsequent delivery of it to the Collateral Agent, as well as upon proper annotation of the Pledge in the Shareholders' Book, constitute in favor of the Secured

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Parties a valid and perfected first lien upon and security interest in the Pledged Securities as security for the payment and performance of the Reimbursement Obligations. The Secured Parties shall accept, acknowledge and permit the creation by the Pledgor of the liens and the security interests granted over the Certificate (and other share certificates representing New Shares, if any) under the Revolving Credit Loan Documentation, the Investor Revolving Documentation and the Indenture Documentation;

(f) the Pledge effected hereby is effective to vest in the Secured Parties the rights of the Collateral Agent in the Italian Collateral as set forth herein;

(g) the Pledged Interest has been duly authorized and validly issued and is fully paid and nonassessable;

(h) all information set forth herein relating to the Pledged Interest is accurate and complete in all material respects as of the date hereof; and

(i) the Pledge pursuant to this Agreement does not violate Regulation T, U or X of the Federal Reserve Board or any successor thereto as of the date hereof."

Registration in Nominee Name; Denominations

For any and all purposes solely under this Italian Supplement, Section 4 of the Pledge Agreement shall be deleted in its entirety.

1. Voting Rights; Dividends and Interest, etc.

For any and all purposes solely under this Italian Supplement, Section 5 of the Pledge Agreement shall be deleted in its entirety and replaced with the following text:

"SECTION 5. Voting Rights; Dividends and Interest, etc. (a) Unless and until an Event of Default shall have occurred and be continuing:

 (i) The Pledgor shall be entitled to exercise any and all voting and/or other consensual rights and powers inuring to an owner of Pledged Securities or any part thereof for any purpose consistent with the terms of this Agreement, the Reimbursement Agreement and the other Reimbursement Documents; provided, however, that the Pledgor will not be entitled to exercise any such right if the result thereof could materially and adversely affect the rights inuring to a holder of the Pledged Securities or the rights and remedies of any of the Secured Parties under this Agreement or the Reimbursement Agreement and the other Reimbursement Documents or the ability of the Secured Parties to exercise the same.

(ii) The Collateral Agent shall execute and deliver to the Pledgor, or cause to be executed and delivered to the Pledgor, all such proxies, powers of attorney and other instruments as the Pledgor may reasonably request for the purpose of enabling it to exercise the voting and/or consensual rights and powers it is entitled to exercise pursuant to subparagraph (i) above and to receive the cash dividends it is entitled to receive pursuant to subparagraph (iii) below.

(iii) The Pledgor shall be entitled to receive and retain any and all cash dividends, interest and principal paid on the Pledged Securities to the extent and only to the extent that such cash dividends, interest and principal are permitted by, and otherwise paid in accordance

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with, the terms and conditions of the Reimbursement Agreement and the other Reimbursement Documents and applicable law. All noncash dividends, interest and principal, and all dividends, interest and principal paid or payable in cash or otherwise in connection with a partial or total liquidation or dissolution, return of capital, capital surplus or paid-in surplus, and all other distributions (other than distributions referred to in the preceding sentence) made on or in respect of the Pledged Securities, whether paid or payable in cash or otherwise, whether resulting from a subdivision, combination or reclassification of the outstanding capital stock of the Italian Issuer o received in exchange for Pledged Securities or any part thereof, or in redemption thereof, or as a result of any merger, consolidation, acquisition or other exchange of assets to which the Italian Issuer may be a party or otherwise, shall be and become part of the Italian Collateral, and, if received by the Pledgor, shall not be commingled by it with any of its other funds or property but shall be held separate and apart therefrom, shall be held in trust for the benefit of the Secured Parties and shall be forthwith delivered to the Collateral Agent in the same form as so received (with any necessary endorsement).

(b) Upon the occurrence and during the continuance of an Event of Default, all rights of the Pledgor to dividends, interest or principal that the Pledgor is authorized to receive pursuant to paragraph (a)(iii) above shall cease, and all such rights shall thereupon become vested in the Secured Parties and, on their behalf, to the Collateral Agent acting on behalf of the Secured Parties as "rappresentante comune", pursuant to Article 2347 of the Italian Civil Code, it being understood that the Secured Parties and the Collateral Agent, as their "rappresentante comune", will have the sole and exclusive right and authority to receive and retain such dividends, interest or principal, subject to the liens and security interest that comprise the Revolver Security Interest and in accordance with Section 7 below. All dividends, interest or principal received by the Pledgor contrary to the provisions of this Section 5 shall be held in trust for the benefit of the Secured Parties, shall be segregated from other property or funds of the Pledgor and shall be forthwith delivered to the Collateral Agent, acting on behalf of the Secured Parties, upon demand in the same form as so received (with any necessary endorsement). Any and all money and other property paid over to or received by the Collateral Agent pursuant to the provisions of this paragraph (b) shall be retained by the Collateral Agent on behalf of the Secured Parties in an account to be established by the Collateral Agent upon receipt of such money or other property and shall be applied in accordance with the provisions of Section 7 below. After all Events of Default have been cured or waived, the Collateral Agent acting on behalf of the Secured Parties shall promptly repay to each Pledgor all cash dividends, interest or principal (without interest), that such Pledgor would otherwise be permitted to retain pursuant to the terms of paragraph (a)(iii) above and which remain in such account.

(c) Upon the occurrence and during the continuance of an Event of Default, all rights of the Pledgor to exercise the voting and consensual rights and powers it is entitled to exercise pursuant to paragraph (a)(i) of this Section 5, and the obligations of the Collateral Agent under paragraph (a)(ii) of this Section 5, shall cease, and all such rights shall thereupon become vested in the Secured Parties and, on their behalf, to the Collateral Agent acting on behalf of the Secured Parties as "rappresentante comune", pursuant to Article 2347 of the Italian Civil Code; provided that, unless otherwise directed by the Fund Guarantors, the Collateral Agent shall have the right from time to time following and during the continuance of an Event of Default to permit the Pledgor to exercise such rights. After all Events of Default have been cured or waived, the Pledgor will have the right to exercise the voting and consensual rights and powers that it would oth erwise be entitled to exercise

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pursuant to the terms of paragraph (a)(i) above."

6. Remedies upon Default.

  For any and all purposes solely under this Italian Supplement, after the end of Section 6 of the Pledge Agreement the following text shall be inserted:

"SECTION 6. Remedies upon Default.

 "Without prejudice to the provisions set forth above, should the Collateral Agent - acting on its own behalf and also on behalf of the Secured Parties and pursuant to their instructions - decide to enforce the Pledge in Italy, it shall sell the Pledged Rights and carry out the enforcement procedure pursuant to Articles 2796, 2797 and 2798 of the Italian Civil Code."

7. Application of Proceeds of Sale.

For any and all purposes solely under this Italian Supplement, Section 7 of the Pledge Agreement shall be deleted in its entirety and replaced with the following text:

"SECTION 7. Application of Proceeds of Sale. The Collateral Agent shall apply the proceeds of any collection or sale of the Italian Collateral, as well as any Italian Collateral consisting of cash, as follows:

FIRST, to the payment of all costs and reasonable expenses incurred by the Collateral Agent (in its capacity as such hereunder or under any other Reimbursement Document) in connection with such collection or sale or otherwise in connection with this Agreement or any of the Reimbursement Obligations, including all court costs and the reasonable fees and expenses of its agents and legal counsel, the repayment of all advances made by the Collateral Agent hereunder or under any other Reimbursement Document on behalf of the Pledgor and any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Reimbursement Document;

SECOND, to the payment in full of the Reimbursement Obligations and the Bank Revolver Obligations in accordance with Section 5.04 of the Intercreditor Agreement (the amounts so applied to be distributed among the Secured Parties pro rata in accordance with the amounts of the Reimbursement Obligations and/or Bank Revolver Obligations owed to them on the date of such distribution);

THIRD, to the payment in full of the Investor Revolver Obligations outstanding;

FOURTH, to the payment in full of the Indenture Obligations outstanding; and

FIFTH, to the Pledgor, its successors or assigns, or as a court of competent jurisdiction may otherwise direct.

The Collateral Agent shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement. Upon any sale of the Italian Collateral by the Collateral Agent (including pursuant to any authority to sell granted by statute or under a judicial proceeding), the receipt of the purchase money by the Collateral Agent in the name and on behalf of the Secured Parties or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Italian Collateral so sold and such purchaser or purchasers shall have no obligation with respect to the application of any part of the purchase money paid over to the Collateral Agent or

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such officer or be liable in any way for the misapplication thereof."

8. Reimbursement of Collateral Agent.  

For any and all purposes solely under this Italian Supplement, Section 8(a)(ii) and 8(a)(iii) of the Pledge Agreement shall be deleted in their entirety and replaced with the following text:

"(a) ... (ii) the custody or preservation of, or the sale of, collection from, or other realization on behalf of the Secured Parties upon any of the Italian Collateral, (iii) the exercise or enforcement by the Collateral Agent of any of the rights of the Collateral Agent and/or the Secured Parties hereunder (including the Italian registration tax due in order to enforce any Italian Court's or any agency's ruling or decision) or (iv) the ..."

9. Collateral Agent Appointed Attorney-in-Fact.

For any and all purposes solely under this Italian Supplement, Section 9 of the Pledge Agreement shall be deleted in its entirety and replaced with the following text:

"SECTION 9. Collateral Agent Appointed Attorney-in-fact.

 The Pledgor hereby appoints the Collateral Agent as its the attorney-in-fact for the purpose of carrying out the provisions of this Agreement and taking any action and executing any instrument that the Collateral Agent may deem necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest. Without limiting the generality of the foregoing, the Collateral Agent shall have the right, upon the occurrence and during the continuance of an Event of Default, with full power of substitution either in the Collateral Agent's name or in the name of the Pledgor, to ask for, demand, sue for, collect, receive and give acquittance for any and all moneys due or to become due under and by virtue of the Italian Collateral, to endorse checks, drafts, orders and other instruments for the payment of money payable to the Pledgor representing any interest or dividend or other distribution payable in respect of the Italian Collateral or any part t reof or on account thereof and to give full discharge for the same, to settle, compromise, prosecute or defend any action, claim or proceeding with respect thereto, and to sell, assign, endorse, pledge, transfer and to make any agreement respecting, or otherwise deal with, the same; provided, however, that nothing herein contained shall be construed as requiring or obligating the Collateral Agent to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agent, or to present or file any claim or notice, or to take any action with respect to the Italian Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby. The Collateral Agent and the other Secured Parties shall be accountable only for amounts actually received as a result of the exercise of the powers granted to them herein, and neither they nor their officers, directors, employees or agents shall be responsible to the Pl edgor for any act or failure to act hereunder, except for their own gross negligence or willful misconduct. Notwithstanding anything to the contrary under this Agreement, the Collateral Agent shall have, hold and keep in custody the Italian Collateral exclusively for the ratable benefit of the Secured Parties and may not be deemed, under any circumstances, as holding, possessing or keeping in custody the Italian Collateral on behalf of the Pledgor."

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14. Security Interest Absolute.

 For any and all purposes solely under this Italian Supplement, at the beginning of Section 14 of the Pledge Agreement, after the words "All rights of the Collateral Agent", the following text will be added: "and of the Secured Parties".

15. Termination or Release.

 For any and all purposes solely under this Italian Supplement, Section 15(c) of the Pledge Agreement shall be deleted in its entirety and replaced with the following text:

"(c) In connection with any termination or release pursuant to paragraph (a) or (b) or Section 18 hereof, the Collateral Agent, acting on behalf of and pursuant to the instructions of the Secured Parties, shall endorse or annotate, execute and deliver to the Pledgor, at the Pledgor's expense, all documents that are necessary under applicable laws in order to effect the termination of the Pledged Rights (including the Certificate and other share certificates representing New Shares, if any) as well as any other document that such Pledgor shall reasonably request to evidence such termination or release, and do all such acts or things as may be necessary or desirable or reasonably requested by the Pledgor to effect, in accordance with applicable laws, the reversion of the Pledged Rights to it. Any execution and delivery of documents pursuant to this Section 15 shall be without recourse to or warranty by the Collateral Agent."

18. Binding Effect; Several Agreement; Assignments.

For any and all purposes solely under this Italian Supplement, Section 18 of the Pledge Agreement shall be deleted in its entirety and replaced with the following text:

"SECTION 18. Binding Effect; Several Agreement.

Whenever in this Agreement any of the parties hereto is referred to, such reference shall be deemed to include the successors and assigns of such party; and all covenants, promises and agreements by or on behalf of the Pledgor that are contained in this Agreement shall bind and inure to the benefit of its successors and assigns. This Italian Supplement shall become effective once that the Pledgor shall have received from the Collateral Agent an acceptance (executed cover letter from the Collateral Agent and an initialed copy of this Italian Supplement) executed on behalf of the Collateral Agent and each of the Secured Parties as acceptance of the Pledgor's proposal (executed cover letter from the Pledgor and an initialed copy of this Italian Supplement) to the Collateral Agent and the Secured Parties to enter into this Italian Supplement. Thereafter, this Italian Supplement shall be binding upon the Pledgor, the Collateral Agent and the Secured Parties and their respective successors and a ssigns, and shall inure to the benefit of the Pledgor, the Collateral Agent and the Secured Parties, their respective successors and assigns, except that the Pledgor shall not have the right to assign its rights hereunder or any interest herein or in the Italian Collateral (and any such attempted assignment shall be void), except as expressly contemplated by this Agreement or the other Reimbursement Documents. The executed proposal or acceptance referred to above received by facsimile transmission shall be effective as delivery of a manually executed proposal or acceptance."

SECTION 21. Counterparts.

For any and all purposes solely under this Italian Supplement, Section 21 of the Pledge Agreement shall be deleted in its entirety.

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SECTION 26. Additional Pledgors.

For any and all purposes solely under this Italian Supplement, Section 26 of the Pledge Agreement shall be deleted in its entirety.

IN WITNESS WHEREOF, the parties hereto have duly executed this Italian Supplement as of the day and year first above written.

MEMC ELECTRONIC MATERIALS, INC.

By: /s/ James M. Stolze
Name: James M. Stloze
Title Executive Vice President, Chief Financial Officer

By: /s/ Kenneth L. Young
Name: Kenneth L. Young
Title: Treasuer

CITICORP USA, INC., as Collateral Agent and custodian

By: /s/ Allen Fisher
Name: Allen Fisher, attorney-in-fact
Title: Director

For CITICORP USA, INC., as Secured Party

By: /s/ Allen Fisher
Name: Allen Fisher, attorney-in-Fact
Title: Director

For TPG PARTNERS III, L.P. as Secured Party

By: /s/ Allen Fisher
Name: Allen Fisher, attorney-in-fact
Title: Director

For TPG PARALLEL III, L.P., as Secured Party

By: /s/ Allen Fisher
Name: Allen Fisher, attorney-in-fact
Title: Director

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For TPG INVESTORS III, L.P., as Secured Party

By: /s/ Allen Fisher
Name: Allen Fisher, attorney-in-fact
Title: Director

For TPG DUTCH PARALLL III, C,V, as Secured Party

By: /s/ Allen Fisher
Name: Allen Fisher, attorney-in-fact
Title: Director

For T3 PARTNERS, L.P. as Secured Party

By: /s/ Allen Fisher
Name: Allen Fisher, attorney-in-fact
Title: Director

For T3 PARALLEL, L.P. as Secured Party

By: /s/ Allen Fisher
Name: Allen Fisher, attorney-in-fact
Title: Director

For T3 INVESTORS, L.P. as Secured Party

By: /s/ Allen Fisher
Name: Allen Fisher, attorney-in-fact
Title: Director

For T3 DUTCH PARALLEL, C.V. as Secured Party

By: /s/ Allen Fisher
Name: Allen Fisher, attorney-in-fact
Title: Director

For T3 PARTNERS, L.P. as Secured Party

By: /s/ Allen Fisher
Name: Allen Fisher, attorney-in-fact
Title: Director

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For T3 PARALLEL, II, L.P. as Secured Party

By: /s/ Allen Fisher
Name: Allen Fisher, attorney-in-fact
Title: Director

For FOF PARTNERS III, L.P. as Secured Party

By: /s/ Allen Fisher
Name: Allen Fisher, attorney-in-fact
Title: Director

For FOF PARTNERS III-B, L.P. as Secured Party

By: /s/ Allen Fisher
Name: Allen Fisher, attorney-in-fact
Title: Director

For TCW/CRESCENT MEZZANINE PARTNERS III, L.P., as Secured Party

By: /s/ Allen Fisher
Name: Allen Fisher, attorney-in-fact
Title: Director

For TCW/CRESCENT MEZZANINE TRUST III, as Secured Party

By: /s/ Allen Fisher
Name: Allen Fisher, attorney-in-fact
Title: Director

For TCW/CRESCENT MEZZANINE PARTNERS III NETHERLANDS, L.P., as Secured Party

By: /s/ Allen Fisher
Name: Allen Fisher, attorney-in-fact
Title: Director

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For GREEN EQUITY INVESTORS III, L.P., as Secured Party

By: /s/ Allen Fisher
Name: Allen Fisher, attorney-in-fact
Title: Director

For GREEN EQUITY INVESTORS SIDE III, L.P., as Secured Party

By: /s/ Allen Fisher
Name: Allen Fisher, attorney-in-fact
Title: Director

EXHIBIT A

Testo della girata in garanzia da apporre sul Certificato rappresentativo delle azioni della MEMC Electronic Materials S.p.A. date in pegno

Le azioni rappresentate dal presente certificato azionario sono girate in pegno a favore di:

Citicorp USA, Inc., società di diritto statunitense, con sede a 2 Penns Way, Suite 200, New Castle, Delaware, U.S.A.; TPG Partners III, L.P., limited partnership di diritto statunitense, con sede c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware, U.S.A.; TPG Parallel III, L.P., limited partnership di diritto statunitense, con sede c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware, U.S.A.; TPG Investors III, L.P., limited partnership di diritto statunitense, con sede c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware, U.S.A.; TPG Dutch Parallel III, C.V., società di diritto olandese, con sede in Herengracht 548, 1017 CG Amsterdam, Olanda; T3 Partners, L.P., limited partnership di diritto statunitense, con sede c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Stre et, Wilmington, Delaware, U.S.A.; T3 Parallel, L.P., limited partnership di diritto statunitense, con sede c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware, U.S.A.; T3 Investors, L.P., limited partnership di diritto statunitense, con sede c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware, U.S.A.; T3 Dutch Parallel, C.V., società di diritto olandese, con sede a Herengracht 548, 1017 CG Amsterdam, Olanda; T3 Partners II, L.P., limited partnership di diritto statunitense, con sede c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware, U.S.A.; T3 Parallel II, L.P., limited partnership di diritto statunitense, con sede c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware, U.S.A; FOF Partners III, L.P., limited partnership di dirit to statunitense, con sede c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware, U.S.A; FOF Partners III-B, L.P., limited partnership di diritto statunitense, con sede c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware, U.S.A; TCW/Crescent Mezzanine Partners III, L.P., limited partnership di diritto statunitense, con sede in 11100 Santa Monica Blvd., Suite 2000, Los Angeles, California, U.S.A.; TCW/Crescent Mezzanine Trust III, statutory business trust di diritto statunitense, con sede in 11100 Santa Monica Blvd., Suite 2000, Los Angeles, California,

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U.S.A.; TCW/Crescent Mezzanine Partners III Netherlands, L.P., limited partnership di diritto statunitense, con sede in 11100 Santa Monica Blvd., Suite 2000, Los Angeles, California, U.S.A.; Green Equity Investors III, L.P., limited partnership di diritto statunitense, con sede in 11100 Santa Monica Blvd., Suite 2000, Los A ngeles, California, U.S.A.; Green Equity Investors Side III, L.P., limited partnership di diritto statunitense, con sede in 11100 Santa Monica Blvd., Suite 2000, Los Angeles, California, U.S.A. (i "Creditori Pignoratizi"),

ai sensi del contratto di pegno di primo grado (come modificato in data 3 marzo 2003 dall'accordo denominato Italian Supplement to the Reimbursement Pledge Agreement concluso negli Stati Uniti d'America attraverso scambio di corrispondenza) del 21 dicembre 2001 (il "Contratto di Pegno") tra MEMC Electronic Materials Inc., società di diritto statunitense, con sede legale c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware, U.S.A, in qualità di costituente il pegno, e CITICORP USA, Inc., società di diritto statunitense, con sede legale a 2 Penns Way, Suite 200, New Castle, Delaware, U.S.A., ed agente in qualità di Collateral Agent (come definito nel Contratto di Pegno), sia in nome proprio sia in nome e per conto dei Creditori Pignoratizi (indicati sopra e definiti nel Contratto di Pegno quali Secured Parties). Le 42.250.000 azioni ordinarie della MEMC Electronic Materia ls S.p.A. (la "Società") rappresentate dal presente certificato azionario n. 64 (il "Certificato") sono girate in pegno a favore dei Creditori Pignoratizi a garanzia dell'integrale adempimento delle obbligazioni denominate Reimbursement Obligations (quali definite nel Contratto di Pegno), ivi incluse quelle derivanti dallo stesso Contratto di Pegno, dal Reimbursement Agreement e dagli altri Reimbursement Documents (come ivi definiti).

I diritti di voto, i diritti amministrativi connessi e il diritto a percepire i dividendi inerenti alle azioni costituite in pegno e rappresentate dal Certificato sono regolati dalla Sezione 5 del Contratto di Pegno.

Si dà atto che, ai sensi del Contratto di Pegno, il presente diritto reale di garanzia è di pari grado e conferisce gli stessi diritti del diritto di pegno di primo grado creato in pari data e che sarà annotato sul Certificato ai sensi del contratto di pegno denominato (nel Contratto di Pegno) Bank Revolver Pledge Agreement, come modificato dal Bank Revolver Italian Supplement (come definito nel Contratto di Pegno) del 3 marzo 2003. Pertanto, il Collateral Agent, oltre a custodire il Certificato nell'interesse e per conto dei Creditori Pignoratizi (definiti nel Contratto di Pegno quali Secured Parties), inclusi i loro successori e aventi causa e i Nuovi Creditori Pignoratizi (definiti quali New Secured Parties nel Contratto di Pegno), verrà a detenere in custodia il Certificato anche nell'interesse e per conto dei creditori pignoratizi di cui al Bank Revolver Pledge Agreement, una volta perfezionate le rela tive formalità.

Si dà altresì atto che, ai sensi del Contratto di Pegno, i Creditori Pignoratizi hanno dato mandato a CITICORP USA, Inc. quale Collateral Agent, a fare quanto necessario affinchè la Società annoti sul Certificato sia il trasferimento del presente pegno di primo grado a favore di ogni successore o avente causa dei Creditori Pignoratizi sia l'estensione del presente pegno di primo grado a favore di nuovi soggetti che risultino creditori di MEMC Electronic Materials, Inc. in base a quanto previsto nel Contratto di Pegno (ivi definiti quali New Secured Parties), in entrambi i casi con pari grado e diritti rispetto alla garanzia reale costituita a favore dei Creditori Pignoratizi di cui alla presente girata.

Luogo e Data ____________________________________
MEMC Electronic Materials, Inc.

[Autentica notarile e Apostille]

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EXHIBIT A

Text of the endorsement of the security interest to be inscribed on the pledged certificate of MEMC Electronic Materials, S.p.A.

The shares represented by this share certificate are pledged in favour of:

Citicorp USA, Inc, a company incorporated under the laws of the United States of America, with registered office at 2 Penns Way, Suite 200, New Castle, Delaware, U.S.A.; TPG Partners III, L.P., a limited partnership incorporated under the laws of the United States of America, with registered office c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware, U.S.A.; TPG Parallel III, L.P., a limited partnership incorporated under the laws of the United States of America, with registered office c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware, U.S.A.; TPG Investors III, L.P., a limited partnership incorporated under the laws of the United States of America, with registered office c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware, U.S.A.; TPG Dutch Parallel III, C.V., a company incorporated under the laws of the United States of America, with regi stered office in Herengracht 548, 1017 CG Amsterdam, The Netherlands; T3 Partners, L.P., a limited partnership incorporated under the laws of the United States of America, with registered office c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware, U.S.A.; T3 Parallel, L.P., a limited partnership incorporated under the laws of the United States of America, with registered office c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware, U.S.A.; T3 Investors, L.P., a limited partnership incorporated under the laws of the United States of America, with registered office c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware, U.S.A.; T3 Dutch Parallel, C.V., a limited partnership incorporated under the laws of the United States of America, with registered office in Herengracht 548, 1017 CG Amsterdam, The Netherlands; T3 Partners I I, L.P., a limited partnership incorporated under the laws of the United States of America, with registered office c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware, U.S.A.; T3 Parallel II, L.P., a limited partnership incorporated under the laws of the United States of America, with registered office c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware, U.S.A; FOF Partners III, L.P., a limited partnership incorporated under the laws of the United States of America, with registered office c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware, U.S.A; FOF Partners III-B, L.P., a limited partnership incorporated under the laws of the United States of America, with registered office c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware, U.S.A; TCW/Crescent Mezzanine Partners III, L.P., a limited partnership i ncorporated under the laws of the United States of America, with registered office at 11100 Santa Monica Blvd., Suite 2000 Los Angeles, California, U.S.A.; TCW/Crescent Mezzanine Trust III, statutory business trust incorporated under the laws of the United States of America, with registered office at 11100 Santa Monica Blvd., Suite 2000 Los Angeles, California, U.S.A.; TCW/Crescent Mezzanine Partners III Netherlands, L.P., a limited partnership incorporated under the laws of the United States of America, with registered office at 11100 Santa Monica Blvd., Suite 2000 Los Angeles, California, U.S.A.; Green Equity Investors III, L.P., a limited partnership incorporated under the laws of the United States of America, with registered office at 11100 Santa Monica Blvd., Suite 2000 Los Angeles, California, U.S.A. (the "Secured Parties"),

pursuant to the first degree deed of pledge (as amended on March 3, 2003, by the Italian Supplement to the Reimbursement Pledge Agreement executed in the United States of America by way of exchange of

17 of 35

correspondence) dated December 21, 2001 (the "Deed of Pledge") by and between MEMC Electronic Materials, Inc., a company incorporated under the laws of the United States of America, with registered office c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware, U.S.A, as pledgor, CITICORP USA, Inc., a company incorporated under the laws of the United States of America, with registered office at 2 Penns Way, Suite 200, New Castle, Delaware, U.S.A., acting, in its capacity as Collateral Agent (as defined in the Pledge Agreement), in its own name and in the name and on behalf of the Secured Parties (specified above and defined in the Deed of Pledge "Secured Parties"). The 42,250,000 ordinary shares of MEMC Electronic Materials S.p.A. (the "Company") represented by this share certificate no. 64 (the "Certificate") are hereby pledged in favor of the Secured Parties as security for the full payment and performance of the obligations entitled Reimbursement Obligations (as defined in the Deed of Pledge), including those derived from the Deed of Pledge itself, the Reimbursement Agreement and the other Reimbursement Documents (as defined in the Reimbursement Agreement).

The voting rights, the relating administrative rights and the right to receive dividends attached to the pledged shares represented by the Certificate are governed by Section 5 of the Pledge Agreement.

It is acknowledged that, pursuant to the Deed of Pledge, this security interest ranks pari passu with and grants the same rights of the first degree pledge of even date which shall be annotated on the Certificate pursuant to the deed of pledge denominated (in the Deed of Pledge) Bank Revolver Pledge Agreement, as supplemented by the Bank Revolver Italian Supplement (as defined in the Deed of Pledge) dated March 3, 2003. Thus, the Collateral Agent, in addition to holding the Certificate in custody in the interest and on behalf of the Secured Parties, including their successors or assignees as well as any New Secured Party, shall start to hold the Certificate in custody also in the interest and on behalf of the secured parties under the Bank Revolving Credit Agreement (as defined in the Deed of Pledge), once the relevant formalities have been perfected.

It is also acknowledged that, pursuant to the Deed of Pledge, the Secured Parties instructed CITICORP USA, Inc., as Collateral Agent, to take all necessary steps to have the Company annotating on the Certificate both the transfer of this first degree pledge in favor of each successor or assignee of the Secured Parties and the extension of this first degree pledge for the benefit any new party who may become a creditor of MEMC Electronic Materials, Inc. pursuant to the Deed of Pledge (defined New Secured Parties in the Deed of Pledge), by way of this endorsement, in either case pari passu with and with the same rights attached to the security interest hereby created in favor of the Secured Parties.

Luogo e Data ____________________________________
MEMC Electronic Materials, Inc.

Notarization and Apostille

EXHIBIT B

Testo dell'annotazione del pegno da apporre sul libro soci della MEMC Electronic Materials S.p.A.

Si prende e si da atto che le 42.250.000 azioni della Società rappresentate dal certificato azionario n. 64

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sono girate in pegno a favore di:

Citicorp USA, Inc., società di diritto statunitense, con sede a 2 Penns Way, Suite 200, New Castle, Delaware, U.S.A.; TPG Partners III, L.P., limited partnership di diritto statunitense con sede c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware, U.S.A.; TPG Parallel III, L.P., limited partnership di diritto statunitense con sede c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware, U.S.A.; TPG Investors III, L.P., limited partnership di diritto statunitense con sede c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware, U.S.A.; TPG Dutch Parallel III, C.V., società di diritto olandese, con sede in Herengracht 548, 1017 CG Amsterdam, Olanda; T3 Partners, L.P., limited partnership di diritto statunitense, con sede c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware, U.S.A.; T3 Parallel, L.P., limited partnership di diritto statunitense, con sede c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware, U.S.A.; T3 Investors, L.P., limited partnership di diritto statunitense, con sede c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware, U.S.A.; T3 Dutch Parallel, C.V., società di diritto olandese, con sede a Herengracht 548, 1017 CG Amsterdam, Olanda; T3 Partners II, L.P., limited partnership di diritto statunitense, con sede c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware, U.S.A.; T3 Parallel II, L.P., limited partnership di diritto statunitense, con sede c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware, U.S.A; FOF Partners III, L.P., limited partnership di diritto statunitense, con sede c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware, U.S.A; FOF Partners III-B, L.P., limited partnership di diritto statunitense, con sede c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware, U.S.A; TCW/Crescent Mezzanine Partners III, L.P., limited partnership di diritto statunitense, con sede in 11100 Santa Monica Blvd., Suite 2000 Los Angeles, California, U.S.A.; TCW/Crescent Mezzanine Trust III, statutory business trust di diritto statunitense, con sede in 11100 Santa Monica Blvd., Suite 2000, Los Angeles, California, U.S.A.; TCW/Crescent Mezzanine Partners III Netherlands, L.P., limited partnership di diritto statunitense, con sede in 11100 Santa Monica Blvd., Suite 2000, Los Angeles, California, U.S.A.; Green Equity Investors III, L.P., limited partnership di diritto statunitense, con sede in 11100 Santa Monica Blvd., Suite 2000, Los Angel es, California, U.S.A.; Green Equity Investors Side III, L.P., limited partnership di diritto statunitense, con sede in 11100 Santa Monica Blvd., Suite 2000, Los Angeles, California, U.S.A. (i "Creditori Pignoratizi"),

ai sensi del contratto di pegno di primo grado (come modificato in data 3 marzo 2003 dall'accordo denominato Italian Supplement to the Reimbursement Pledge Agreement concluso negli Stati Uniti d'America attraverso scambio di corrispondenza) del 21 dicembre 2001 (il "Contratto di Pegno") tra il socio unico MEMC Electronic Materials Inc., società di diritto statunitense, con sede legale c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware, U.S.A, in qualità di costituente il pegno, e CITICORP USA, Inc., società di diritto statunitense con sede legale a 2 Penns Way, Suite 200, New Castle, Delaware, U.S.A., ed agente in qualità di Collateral Agent (come definito nel Contratto di Pegno), sia in nome proprio sia in nome e per conto dei Creditori Pignoratizi (sopra indicati e definiti nel Contratto di Pegno quali Secured Parties). Le 42.250.000 azioni della Società rappresentate dal certificat o azionario n. 64 (il "Certificato") sono girate in pegno a favore dei Creditori Pignoratizi a garanzia dell'integrale adempimento delle obbligazioni denominate Reimbursement Obligations (quali definite nel Contratto di Pegno), ivi incluse quelle derivanti dallo stesso Contratto di Pegno, dal Reimbursement Agreement e dagli altri Reimbursement Documents (come ivi definiti).

I diritti di voto, i diritti amministrativi connessi e il diritto a percepire i dividendi inerenti alle azioni

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costituite in pegno e rappresentate dal Certificato sono regolati dalla Sezione 5 del Contratto di Pegno.

Si dà atto che, ai sensi del Contratto di Pegno, il presente diritto reale di garanzia è di pari grado e conferisce gli stessi diritti del diritto di pegno di primo grado creato in pari data e che sarà annotato sul Certificato nonchè su questo libro soci ai sensi del contratto di pegno denominato (nel Contratto di Pegno) Bank Revolver Pledge Agreement, come modificato dal Bank Revolver Italian Supplement (come definito nel Contratto di Pegno) del 3 marzo 2003. Pertanto, il Collateral Agent, oltre a ricevere in custodia il Certificato nell'interesse e per conto dei Creditori Pignoratizi (definiti nel Contratto di Pegno Secured Parties), inclusi i loro successori e aventi causa e i Nuovi Creditori Pignoratizi (definiti quali New Secured Parties nel Contratto di Pegno), verrà a detenere in custodia il Certificato anche nell'interesse e per conto dei creditori pignoratizi di cui al Bank Revolver Pledge Agreement, una volta perfezionate tali formalità.

Si dà altresì atto che, ai sensi del Contratto di Pegno, i Creditori Pignoratizi hanno dato mandato a CITICORP USA, INC., quale Collateral Agent, a fare quanto necessario affinché la Società annoti sul Certificato sia il trasferimento del presente pegno di primo grado a favore di ogni successore o avente causa dei Creditori Pignoratizi sia l'estensione del presente pegno di primo grado a favore di nuovi soggetti che risultino creditori del socio MEMC Electronic Materials, Inc. in base a quanto previsto nel Contratto di Pegno (ivi definiti quali New Secured Parties), in entrambi i casi con pari grado e diritti rispetto alla garanzia reale costituita a favore dei Creditori Pignoratizi di cui alla presente annotazione.

Luogo e Data ____________________________________
Un Amministratore

EXHIBIT B

Text of the annotation of the pledge in the shareholders' book of MEMC Electronic Materials S.p.A.

It is hereby acknowledged that the 42.250.000 ordinary shares of the Company represented by share certificate no. 64 are hereby pledged in favour of:

Citicorp USA, Inc, a company incorporated under the laws of the United States of America, with registered office at 2 Penns Way, Suite 200, New Castle, Delaware, U.S.A.; TPG Partners III, L.P., with registered office c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware, U.S.A.; TPG Parallel III, L.P., with registered office c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware, U.S.A.; TPG Investors III, L.P., with registered office c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware, U.S.A.; TPG Dutch Parallel III, C.V., a company incorporated under the laws of The Netherlands, with registered office in Herengracht 548, 1017 CG Amsterdam, The Netherlands; T3 Partners, L.P., a limited partnership incorporated under the laws of the United States of America, with registered office c/o The Corporation Trust Company, Corporation Tr ust Center, 1209 Orange Street, Wilmington, Delaware, U.S.A.; T3 Parallel, L.P., a limited partnership incorporated under the laws of the United States of America, with

20 of 35

registered office c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware, U.S.A.; T3 Investors, L.P., a limited partnership incorporated under the laws of the United States of America, with registered office c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware, U.S.A.; T3 Dutch Parallel, C.V., a limited partnership incorporated under the laws of the United States of America, with registered office in Herengracht 548, 1017 CG Amsterdam, The Netherlands; T3 Partners II, L.P., a limited partnership incorporated under the laws of the United States of America, with registered office c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware, U.S.A.; T 3 Parallel II, L.P., a limited partnership incorporated under the laws of the United States of America, with registered office c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware, U.S.A; FOF Partners III, L.P., a limited partnership incorporated under the laws of the United States of America, with registered office c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware, U.S.A; FOF Partners III-B, L.P., a limited partnership incorporated under the laws of the United States of America, with registered office c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware, U.S.A; TCW/Crescent Mezzanine Partners III, L.P., a limited partnership incorporated under the laws of the United States of America, with registered office in 11100 Santa Monica Blvd., Suite 2000 Los Angeles, California, U.S.A.; TCW/Crescent Mezzanine Trust III, statutory business trust in corporated under the laws of the United States of America, with registered office in 11100 Santa Monica Blvd., Suite 2000 Los Angeles, California, U.S.A.; TCW/Crescent Mezzanine Partners III Netherlands, L.P., a limited partnership incorporated under the laws of the United States of America, with registered office in 11100 Santa Monica Blvd., Suite 2000 Los Angeles, California, U.S.A.; Green Equity Investors III, L.P., a limited partnership incorporated under the laws of the United States of America, with registered office in 11100 Santa Monica Blvd., Suite 2000 Los Angeles, California, U.S.A.; Green Equity Investors Side III, L.P., a limited partnership incorporated under the laws of the United States of America, with registered office in 11100 Santa Monica Blvd., Suite 2000 Los Angeles, California, U.S.A. (the "Secured Parties"),

pursuant to the first degree deed of pledge (as amended on March 3, 2003, by the Italian Supplement to the Reimbursement Pledge Agreement executed in the United States of America by way of exchange of correspondence) dated December 21, 2001 (the "Deed of Pledge") by and between the sole shareholder MEMC Electronic Materials, Inc., a company incorporated under the laws of the United States of America, with registered office c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware, U.S.A, as pledgor, CITICORP USA, Inc., a company incorporated under the laws of the United States of America, with registered office at 2 Penns Way, Suite 200, New Castle, Delaware, U.S.A. and acting, in its capacity as Collateral Agent (as defined in the Deed of Pledge), in its own name and in the name and on behalf of the Secured Parties (specified above and defined in the Pledge Agreement "Secured Parties"). The 42.250.000 Company's shares represented by this share c ertificate no. 64 (the "Certificate") are hereby pledged in favor of the Secured Parties as security for the full payment and performance of the obligations entitled Reimbursement Obligations (as defined in the Deed of Pledge), including those derived from the Deed of Pledge itself, the Reimbursement Credit Agreement and the other Reimbursement Documents (as defined in the Reimbursement Credit Agreement).

The voting rights, the relating administrative rights and the right to receive dividends attached to the pledged shares represented by the Certificate are governed by Section 5 of the Deed of Pledge.

It is acknowledged that, pursuant to the Deed of Pledge, this security interest ranks pari passu with and grants the same rights attached to the first degree pledge created on even date and that shall be annotated on the Certificate as well as on this Shareholders' Book pursuant to a pledge agreement defined, under the Deed of Pledge, Bank Revolver Pledge Agreement, as supplemented by the Reimbursement Italian Supplement dated March 3, 2003. Thus, the Collateral Agent, in addition to holding the Certificate in the interest and on behalf of the Secured Parties, including their successors or assignees as well as any New Secured Party (as defined in the Deed of Pledge) shall start to hold the Certificate in custody also

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in the interest and on behalf of the secured parties under the Bank Revolver Pledge Agreement mentioned above once that the relevant formalities have been complied with.

It is also acknowledged that, pursuant to the Deed of the Pledge, the Secured Parties instructed CITICORP USA, Inc., as Collateral Agent, to take all necessary steps to have the Company inscribing on the Certificate both the transfer of this first degree pledge in favor of each successor or assignee of the Secured Parties and the extension of this first degree pledge for the benefit any new party who may become a creditor of MEMC Electronic Materials, Inc. pursuant to the Deed of Pledge (defined New Secured Parties in the Deed of Pledge), in either case pari passu with and with the same rights attached to the security interest hereby created in favor of the Secured Parties.

Place, Date __________________________________
A Director

EXHIBIT C

Testo dell'annotazione del pegno da apporre, al momento della loro emissione, sui certificati rappresentativi delle Nuove Azioni della MEMC Electronic Materials, S.p.A.

Ai sensi delle Sezioni 1 e 2 del contratto di pegno di primo grado (come modificato in data 3 marzo 2003 dall'accordo denominato Italian Supplement to the Reimbursement Pledge Agreement concluso negli Stati Uniti d'America attraverso scambio di corrispondenza) del 21 dicembre 2001 (il "Contratto di Pegno") tra MEMC Electronic Materials, Inc., società di diritto statunitense, con sede legale c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware, U.S.A, in qualità di costituente il pegno, e CITICORP USA, Inc., società di diritto statunitense con sede legale a 2 Penns Way, Suite 200, New Castle, Delaware, U.S.A., ed agente, in qualità di Collateral Agent (come definito nel Contratto di Pegno), sia in nome proprio sia in nome e per conto dei Creditori Pignoratizi, le n. [ ] azioni di nuova emissione della MEMC Electronic Materials S.p.A. (la "Società") rappresentate dal presente certificato azi onario [ ] (rispettivamente, le "Nuove Azioni", ovvero le New Shares, come definite nel Contratto di Pegno, ed il "Nuovo Certificato") sono costituite in pegno da MEMC Electronic Materials, Inc., in favore di:

Citicorp USA, Inc., società di diritto statunitense, con sede a 2 Penns Way, Suite 200, New Castle, Delaware, U.S.A.; TPG Partners III, L.P., limited partnership di diritto statunitense con sede c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware, U.S.A.; TPG Parallel III, L.P., limited partnership di diritto statunitense con sede c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware, U.S.A.; TPG Investors III, L.P., limited partnership di diritto statunitense con sede c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware, U.S.A.; TPG Dutch Parallel III, C.V., società di diritto olandese, con sede in Herengracht 548, 1017 CG Amsterdam, Olanda; T3 Partners, L.P., limited partnership di diritto statunitense, con sede c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington , Delaware, U.S.A.; T3 Parallel, L.P., limited partnership di diritto statunitense, con sede c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware, U.S.A.; T3 Investors, L.P., limited partnership di diritto statunitense, con sede c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware, U.S.A.; T3 Dutch Parallel, C.V., società di diritto olandese, con sede a Herengracht 548, 1017 CG Amsterdam, Olanda; T3 Partners II, L.P., limited partnership di diritto statunitense, con sede c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware, U.S.A.; T3 Parallel II, L.P., limited partnership di diritto statunitense, con sede c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware, U.S.A; FOF Partners III, L.P., limited partnership di diritto statunitense, con sede c/o The Co rporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware, U.S.A; FOF Partners III-B, L.P., limited partnership di diritto statunitense, con sede c/o The Corporation Trust Company, Corporation Trust

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Center, 1209 Orange Street, Wilmington, Delaware, U.S.A; TCW/Crescent Mezzanine Partners III, L.P., limited partnership di diritto statunitense, con sede in 11100 Santa Monica Blvd., Suite 2000 Los Angeles, California, U.S.A.; TCW/Crescent Mezzanine Trust III, statutory business trust di diritto statunitense, con sede in 11100 Santa Monica Blvd., Suite 2000, Los Angeles, California, U.S.A.; TCW/Crescent Mezzanine Partners III Netherlands, L.P., limited partnership di diritto statunitense, con sede in 11100 Santa Monica Blvd., Suite 2000, Los Angeles, California, U.S.A.; Green Equity Investors III, L.P., limited partnership di diritto statunitense, con sede in 11100 Santa Monica Blvd., Suite 2000, Los Angeles, California, U.S.A.; Green Equ ity Investors Side III, L.P., limited partnership di diritto statunitense, con sede in 11100 Santa Monica Blvd., Suite 2000, Los Angeles, California, U.S.A. (i "Creditori Pignoratizi"),

a garanzia dell'integrale adempimento delle obbligazioni denominate Reimbursement Obligations (come definite nel Contratto di Pegno) ivi incluse quelle derivanti dallo stesso Contratto di Pegno, dal Reimbursement Agreement e dagli altri Reimbursement Documents (come ivi definiti).

I diritti di voto, i diritti amministrativi connessi e il diritto a percepire i dividendi inerenti alle Nuove Azioni costituite in pegno e rappresentate dal Nuovo Certificato sono regolati dalla Sezione 5 del Contratto di Pegno.

Si prende e si da atto che, secondo quanto previsto nella Sezione 1 del Contratto di Pegno, le Azioni della Società complessivamente date in pegno (ivi incluse le Nuove Azioni costituite in pegno) non eccedono il 65 % del capitale sociale della Società.

Si dà atto che, ai sensi del Contratto di Pegno, il presente diritto reale di garanzia è di pari grado e conferisce gli stessi diritti del diritto di pegno di primo grado creato in pari data e che sarà annotato sul Nuovo Certificato ai sensi del contratto di pegno denominato (ai sensi del Contratto di Pegno) Bank Revolver Pledge Agreement, come modificato dal Bank Revolver Italian Supplement (come definito nel Contratto di Pegno) del 3 marzo 2003. Pertanto, il Collateral Agent, oltre a custodire il Nuovo Certificato, ricevuto direttamente dalla Società, nell'interesse e per conto dei Creditori Pignoratizi (definiti nel Contratto di Pegno quali Secured Parties), inclusi i loro successori e aventi causa, e i Nuovi Creditori Pignoratizi (definiti quali New Secured Parties nel Contratto di Pegno), verrà a detenere in custodia il Nuovo Certificato anche nell'interesse e per conto dei creditori pignoratizi di cui al Bank Re volver Pledge Agreement, una volta perfezionate tali formalità

Si dà altresì atto che, ai sensi del Contratto di Pegno, i Creditori Pignoratizi hanno dato mandato a CITICORP USA, Inc., quale Collateral Agent, a fare quanto necessario affinché la Società annoti sul Nuovo Certificato sia il trasferimento del presente pegno di primo grado a favore di ogni successore o avente causa dei Creditori Pignoratizi sia l'estensione del presente pegno di primo grado a favore di nuovi soggetti che risultino creditori di MEMC Electronic Materials, Inc. in base a quanto previsto nel Contratto di Pegno (ivi definiti quali New Secured Parties), in entrambi i casi con pari grado e diritti rispetto alla garanzia reale costituita a favore dei Creditori Pignoratizi di cui alla presente annotazione.

Luogo e Data ____________________________________Un Amministratore

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EXHIBIT C

Text of the annotation of the pledge to be inscribed, upon their issuance, on the share certificates representing New Shares of MEMC Electronic Materials, S.p.A.

Pursuant to Section 1 and 2 of the first degree deed of pledge (as amended on March 3, 2003 by the Italian Supplement to the Reimbursement Pledge Agreement executed in the United States of America by way of exchange of correspondence) dated December 21, 2001 (the "Deed of Pledge") by and between MEMC Electronic Materials, Inc., a company incorporated under the laws of the United States of America, with registered office c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware, U.S.A., as pledgor, CITICORP USA, Inc., a company incorporated under the laws of the United States of America, with registered office at 2 Penns Way, Suite 200, New Castle, Delaware, U.S.A., acting in its capacity as Collateral Agent (as defined therein), in its own name and in the name and on behalf of the Secured Parties (as defined hereinafter), the n. .[ ] newly issued shares of MEMC Electronic Materials S.p.A. (the "Company") represented by this share certi ficate no.[ ] (respectively, the "New Shares", as defined in the Deed of Pledge and the "New Certificate") are pledged by MEMC Electronic Materials, Inc., in favor of:

Citicorp USA, Inc, a company incorporated under the laws of the United States of America, with registered office at 2 Penns Way, Suite 200, New Castle, Delaware, U.S.A.; TPG Partners III, L.P., a limited partnership incorporated under the laws of the United States of America, with registered office c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware, U.S.A.; TPG Parallel III, L.P., a limited partnership incorporated under the laws of the United States of America, with registered office c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware, U.S.A.; TPG Investors III, L.P., a limited partnership incorporated under the laws of the United States of America, with registered office c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware, U.S.A.; TPG Dutch Parallel III, C.V., a company incorporated under the laws of The Netherlands, w ith registered office in Herengracht 548, 1017 CG Amsterdam, The Netherlands; T3 Partners, L.P., a limited partnership incorporated under the laws of the United States of America, with registered office c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware, U.S.A.; T3 Parallel, L.P., a limited partnership incorporated under the laws of the United States of America, with registered office c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware, U.S.A.; T3 Investors, L.P., a limited partnership incorporated under the laws of the United States of America, with registered office c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware, U.S.A.; T3 Dutch Parallel, C.V., a company incorporated under the laws of The Netherlands, with registered office in Herengracht 548, 1017 CG Amsterdam, The Netherlands; T3 Partners II, L.P. , a limited partnership incorporated under the laws of the United States of America, with registered office c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington,

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Delaware, U.S.A.; T3 Parallel II, L.P., a limited partnership incorporated under the laws of the United States of America, with registered office c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware, U.S.A; FOF Partners III, L.P., a limited partnership incorporated under the laws of the United States of America, with registered office c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware, U.S.A; FOF Partners III-B, L.P., a limited partnership incorporated under the laws of the United States of America, with registered office c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware, U.S.A; TCW/Crescent Mezzanine Partners III, L.P., a limited partnership incorporated under the laws of the United States of America, with registered office in 11100 Santa Monica Blvd., Suite 2000 Los Angeles, California, U.S.A.; TCW/Crescent Mezzanine Trust III, statutory business trust incorporated under the laws of the United States of America, with registered office in 11100 Santa Monica Blvd., Suite 2000 Los Angeles, California, U.S.A.; TCW/Crescent Mezzanine Partners III Netherlands, L.P., a limited partnership incorporated under the laws of the United States of America, with registered office in 11100 Santa Monica Blvd., Suite 2000 Los Angeles, California, U.S.A.; Green Equity Investors III, L.P., a limited partnership incorporated under the laws of the United States of America, with registered office in 11100 Santa Monica Blvd., Suite 2000, Los Angeles, California, U.S.A.; Green Equity Investors Side III, L.P., a limited partnership incorporated under the laws of the United States of America, with registered office in 11100 Santa Monic a Blvd., Suite 2000, Los Angeles, California, U.S.A.(the "Secured Parties"),

as security for the full payment and performance of the Reimbursement Obligations (as defined in the Deed of Pledge), including those obligations arising from the Deed of Pledge itself, the Reimbursement Agreement and the other Reimbursement Documents.

The voting rights, the relating administrative rights and the right to receive dividends in connection with the pledged New Shares and represented by the New Certificate are governed by Section 5 of the Deed of Pledge.

It is acknowledged that, in accordance with Section 1 of the Deed of Pledge, the Shares of the Company pledged as a whole (including the pledged New Shares) in favor of the Secured Parties do not exceed 65 % of the share capital of the Company.

It is acknowledged that, pursuant to the Deed of Pledge, this security interest ranks pari passu with and grants the same rights of the first degree security interest created on even date and that shall be annotated on the New Certificate pursuant to a pledge agreement named, under the Deed of Pledge, Bank Revolver Pledge Agreement, as supplemented by the Bank Revolver Italian Supplement dated March 3, 2003. Thus, the Collateral Agent, in addition to holding in custody the New Certificate received directly from the Company in the interest of and on behalf of the Secured Parties including their successors and assign or assignees as well as any New Secured Parties (as defined in the Deed of Pledge), shall start to hold in custody the New Certificate also in the interest of and on behalf of the secured parties under the Bank Revolver Credit Agreement once that the relevant formalities have been complied with.

It is also acknowledged that, pursuant to the Deed of Pledge, the Secured Parties instructed CITICORP USA, Inc., as Collateral Agent, to annotate on the New Certificate the transfer of this first degree security interest in favor of any successor or assignee of the Secured Parties and the extension of this first degree security interest in favor of any new party who may become a creditor of MEMC Electronic Materials, Inc. pursuant to the Deed of Pledge (such new creditors are defined New Secured Parties in the Deed of Pledge), in both cases pari passu with and with the same rights attached to the security interest created in favor of the Secured Parties referred to in this notation.

  Place, Date, Notarizatioln __________________________________
A Director

The above security has been annotated in the shareholders' ledger of MEMC Electronic Materials S.p.A. pursuant to Royal Decree No. 239/42.

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  Place, Date, Notarizatioln __________________________________
A Director

EXHIBIT D

Testo dell'annotazione del pegno sulle Nuove Azioni da apporre sul libro soci della MEMC Electronic Materials S.p.A.

Si prende e si dà atto che il socio unico MEMC Electronic Materials, Inc., società di diritto statunitense, con sede legale c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware, Stati Uniti d'America, la quale in data [ ] ha sottoscritto n. [ ] azioni ordinarie di MEMC Electronic Materials S.p.A. (la "Società") del valore nominale di Euro 0,48 ciascuna, rappresentate dal certificato azionario n. [ ] (il "Nuovo Certificato") e corrispondenti, nel complesso, al [ ]% del capitale sociale della Società (le "Nuove Azioni"), ai sensi della Sezione 1 e 2 del contratto di pegno di primo grado (come modificato, il 3 marzo 2003 dall'accordo denominato Italian Supplement to the Reimbursement Pledge Agreement concluso negli Stati Uniti d'America attraverso scambio di corrispondenza) del 21 dicembre 2001 (il "Contratto di Pegno"), tra MEMC Electronic Materials, Inc., in qualità di costituente il pegno, e CITI CORP USA, Inc., società di diritto statunitense, con sede legale a 2 Penns Way, Suite 200, New Castle, Delaware, U.S.A, ed agente in qualità di Collateral Agent (come definito nel Contratto di Pegno), sia in nome proprio sia in nome e per conto dei Creditori Pignoratizi (come di seguito indicati e definiti nel Contratto di Pegno quali Secured Parties), ha costituito in pegno le Nuove Azioni rappresentate dal Nuovo Certificato a favore di:

Citicorp USA, Inc., società di diritto statunitense, con sede a 2 Penns Way, Suite 200, New Castle, Delaware, U.S.A.; TPG Partners III, L.P., limited partnership di diritto statunitense con sede c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware, U.S.A.; TPG Parallel III, L.P., limited partnership di diritto statunitense con sede c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware, U.S.A.; TPG Investors III, L.P., limited partnership di diritto statunitense con sede c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware, U.S.A.; TPG Dutch Parallel III, C.V., società di diritto olandese, con sede in Herengracht 548, 1017 CG Amsterdam, Olanda; T3 Partners, L.P., limited partnership di diritto statunitense, con sede c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington , Delaware, U.S.A.; T3 Parallel, L.P., limited partnership di diritto statunitense, con sede c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware, U.S.A.; T3 Investors, L.P., limited partnership di diritto statunitense, con sede c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware, U.S.A.; T3Dutch Parallel, C.V., società di diritto olandese, con sede a Herengracht 548, 1017 CG Amsterdam, Olanda; T3 Partners II, L.P., limited partnership di diritto statunitense, con sede c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware, U.S.A.; T3 Parallel II, L.P., limited partnership di diritto statunitense, con sede c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware, U.S.A; FOF Partners III, L.P., limited partnership di diritto

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statunitense, con sede c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware, U.S.A; FOF Partners III-B, L.P., limited partnership di diritto statunitense, con sede c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware, U.S.A; TCW/Crescent Mezzanine Partners III, L.P., limited partnership di diritto statunitense, con sede in 11100 Santa Monica Blvd., Suite 2000 Los Angeles, California, U.S.A.; TCW/Crescent Mezzanine Trust III, statutory business trust di diritto statunitense, con sede in 11100 Santa Monica Blvd., Suite 2000, Los Angeles, California, U.S.A.; TCW/Crescent Mezzanine Partners III Netherlands, L.P., limited partnership di diritto statunitense, con sede in 11100 Santa Monica Blvd., Suite 2000, Los Angeles, California, U.S.A.; Green Equity Investors III, L.P., limited partnership di diritto statunitense, con sede in 11100 Santa Monica Blvd., Suite 2000, Los Angeles, California, U.S.A.; Green Equity Investors Side III, L.P., limited partnership di diritto statunitense, con sede in 11100 Santa Monica Blvd., Suite 2000, Los Angeles, California, U.S.A. (i "Creditori Pignoratizi"),

a garanzia dell'integrale adempimento delle obbligazioni denominate Reimbursement Obligations (quali definite nel Contratto di Pegno), ivi incluse quelle derivanti dal Contratto di Pegno, dal Reimbursement Agreement e dagli altri Reimbursement Documents (come ivi definiti).

I diritti di voto, i diritti amministrativi connessi e il diritto a percepire i dividendi inerenti alle Nuove Azioni costituite in pegno e rappresentate dal Nuovo Certificato sono regolati dalla Sezione 5 del Contratto di Pegno.

Si prende e si dà atto che, secondo quanto previsto nella Sezione 1 del Contratto di Pegno, le Azioni della Società complessivamente date in pegno (ivi incluse le Nuove Azioni costituite in pegno) non eccedono il 65 % del capitale sociale della Società.

Si dà atto che, ai sensi del Contratto di Pegno, il presente diritto reale di garanzia è di pari grado e conferisce gli stessi diritti del diritto di pegno di primo grado creato in pari data e che sarà annotato sul Nuovo Certificato ai sensi del contratto di pegno denominato (ai sensi del Contratto di Pegno) Bank Revolver Pledge Agreement, come modificato dal Bank Revolver Italian Supplement (come definito nel Contratto di Pegno) del 3 marzo 2003. Pertanto, il Collateral Agent, oltre a custodire il Nuovo Certificato, ricevuto direttamente dalla Società, nell'interesse e per conto dei Creditori Pignoratizi (definiti nel Contratto di Pegno quali Secured Parties), inclusi i loro successori e aventi causa, e i Nuovi Creditori Pignoratizi (definiti quali New Secured Parties nel Contratto di Pegno), verrà a detenere in custodia il Nuovo Certificato anche nell'interesse e per conto dei creditori pignoratizi di cui al Bank Revolver Pledge Agreement, una volta perfezionate tali formalità.

Si dà altresì atto che, ai sensi del Contratto di Pegno, i Creditori Pignoratizi hanno dato mandato a Citicorp USA, Inc., quale Collateral Agent, a fare quanto necessario affinchè la Società annoti sul Nuovo Certificato sia il trasferimento del presente pegno di primo grado a favore di ogni successore o avente causa dei Creditori Pignoratizi sia l'estensione del presente pegno di primo grado a favore di nuovi soggetti che risultino creditori di MEMC Electronic Materials, Inc. in base a quanto previsto nel Contratto di Pegno (ivi definiti quali New Secured Parties), in entrambi i casi con pari grado e diritti rispetto alla garanzia reale costituita a favore dei Creditori Pignoratizi di cui alla presente annotazione.

Luogo e Data ____________________________________
Un Amministratore

EXHIBIT D

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Text of the annotation of the pledge to be inscribed on the share certificates representing the New Shares on the shareholders' book of MEMC Electronic Materials S.p.A.

It is acknowledged that the sole shareholder MEMC Electronic Materials, Inc., a company incorporated under the laws of the United States of America, with registered office c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware, U.S.A. which on [ ] subscribed to [ ] ordinary shares of MEMC Electronic Materials S.p.A. (the "Company"), with a par value of Euro 0,48 each, represented by share certificate No. [ ] (the "New Certificate") and representing, as a whole, [ ] % of the share capital of the Company (the "New Shares"), pursuant to Section 1 and 2 of the first degree deed of pledge (as supplemented on March 3, 2003 by the Italian Supplement to the Reimbursement Pledge Agreement executed in the United States of America by way of exchange of correspondence) dated December 21, 2001 (the "Deed of Pledge") by and between MEMC Electronic Materials, Inc., as pledgor, and CITICORP USA, Inc., a company incorporated under the laws of the Un ited States of America, with registered office at 2 Penns Way, Suite 200, New Castle, Delaware, U.S.A and acting, in its capacity as Collateral Agent (as defined therein), in its own name and in the name and on behalf of the Secured Parties (as specified hereinafter) has pledged the New Shares, represented by the New Certificate, in favor of:

Citicorp USA, Inc, a company incorporated under the laws of the United States of America, with registered office at 2 Penns Way, Suite 200, New Castle, Delaware, U.S.A.; TPG Partners III, L.P., a limited partnership incorporated under the laws of the United States of America, with registered office c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware, U.S.A.; TPG Parallel III, L.P., a limited partnership incorporated under the laws of the United States of America, with registered office c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware, U.S.A.; TPG Investors III, L.P., a limited partnership incorporated under the laws of the United States of America, with registered office c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware, U.S.A.; TPG Dutch Parallel III, C.V., a company incorporated under the laws of The Netherlands, w ith registered office in Herengracht 548, 1017 CG Amsterdam, The Netherlands; T3 Partners, L.P., a limited partnership incorporated under the laws of the United States of America, with registered office c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware, U.S.A.; T3 Parallel, L.P., a limited partnership incorporated under the laws of the United States of America, with registered office c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware, U.S.A.; T3 Investors, L.P., a limited partnership incorporated under the laws of the United States of America, with registered office c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware, U.S.A.; T3 Dutch Parallel, C.V., a company incorporated under the laws of The Netherlands, with registered office in Herengracht 548, 1017 CG Amsterdam, The Netherlands; T3 Partne rs II, L.P., a limited partnership incorporated under the laws of the United States of America, with registered office c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware, U.S.A.; T3 Parallel II, L.P., a limited partnership incorporated under the laws of the United States of America, with registered office c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware, U.S.A; FOF Partners III, L.P., a limited partnership incorporated under the laws of the United States of America, with registered office c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware, U.S.A; FOF Partners III-B, L.P., a limited partnership incorporated under the laws of the United States of America, with registered office c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware, U.S.A; TCW/Crescent Mezzanine Partners II I, L.P., a limited partnership incorporated under the laws of the United States of America, with registered office in 11100 Santa Monica Blvd., Suite 2000 Los Angeles, California, U.S.A.; TCW/Crescent Mezzanine Trust III, statutory business trust

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incorporated under the laws of the United States of America, with registered office in 11100 Santa Monica Blvd., Suite 2000, Los Angeles, California, U.S.A.; TCW/Crescent Mezzanine Partners III Netherlands, L.P., a limited partnership incorporated under the laws of the United States of America, with registered office in 11100 Santa Monica Blvd., Suite 2000, Los Angeles, California, U.S.A.; Green Equity Investors III, L.P., a limited partnership incorporated under the laws of the United States of America, with registered office in 11100 Santa Monica Blvd., Suite 2000 Los Angeles, California, U.S.A.; Green Equity Investors Side III, L.P., a limited partnership incorporated under the laws of the United States of America, with registered offi ce in 11100 Santa Monica Blvd., Suite 2000 Los Angeles, California, U.S.A.(the "Secured Parties"),

as security for the full payment and performance of the Reimbursement Obligations (as defined in the Deed of Pledge), including those obligations arising from the Deed of Pledge itself, the Reimbursement Agreement and the other Reimbursement Documents (as defined in the Reimbursement Agreement.

The voting rights, the relating administrative rights and the right to receive dividends in connection with the pledged New Shares and represented by the New Certificate are governed by Section 5 of the Deed of Pledge.

It is acknowledged that, in accordance with Section 1 of the Deed of Pledge, the Shares of the Company pledged as a whole (including the pledged New Shares) do not exceed 65 % of the share capital of the Company.

It is acknowledged that, pursuant to the Deed of Pledge, this security interest ranks pari passu with and grants the same rights of the first degree security interest created on even date and that shall be annotated on the New Certificate pursuant to a pledge agreement named, in the Deed of Pledge, Bank Revolver Pledge Agreement, as supplemented by the Bank Revolver Italian Supplement dated March 3, 2003. Thus, the Collateral Agent, in addition to holding in custody the New Certificate received directly from the Company in the interest of and on behalf of the Secured Parties including their successors and assign or assignees as well as any New Secured Parties (as defined in the Deed of Pledge), shall start to hold in custody the New Certificate also in the interest of and on behalf of the secured parties under the Bank Revolver Pledge Agreement once that the relevant formalities have been complied with.

It is also acknowledged that, pursuant to the Deed of Pledge, the Secured Parties instructed Citicorp USA, Inc., as Collateral Agent, to take all steps necessary to have the Company annotating on the New Certificate the transfer of this first degree security interest in favor of any successor or assignee of the Secured Parties and the extension of this first degree security interest in favor of any new party who may become a creditor of MEMC Electronic Materials, Inc. pursuant to the Deed of Pledge (such new creditors are defined New Secured Parties in the Deed of Pledge), in both cases pari passu with and with the same rights attached to the security interest created in favor of the Secured Parties referred to in this notation.

  Place, Date __________________________________
A Director

EXHIBIT E

Testo dell'annotazione del pegno a favore di Nuovi Creditori Pignoratizi da apporre sui certificati azionari di MEMC Electronic Materials S.p.A.

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Su richiesta di CITICORP USA, Inc., società di diritto statunitense, con sede legale a 2 Penns Way, Suite 200 New Castle, Delaware, Stati Uniti d'America, ed agente anche in nome e per conto di inserire la denominazione sociale del Nuovo Creditore Pignoratizio, società di diritto [ ], con sede legale in [ ], ai sensi della Sezione 2 del contratto di pegno di primo grado (come modificato, in data 3 marzo 2003, dall'accordo denominato Italian Supplement to the Reimbursement Pledge Agreement concluso negli Stati Uniti d'America, attraverso scambio di corrispondenza) del 21 dicembre 2001 (il "Contratto di Pegno") tra MEMC Electronic Materials, Inc., società di diritto statunitense, con sede legale c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware, Stati Uniti d'America, in qualità di costituente il pegno, e CITICORP USA, Inc., agente, in qualità di Collateral Agent (come definito nel Contratto di Pegno), sia in nome proprio sia in nome e per conto dei Creditori Pignoratizi (come definiti nel Contratto di Pegno), il pegno di primo grado costituito sul presente certificato azionario n. [ ] (il "Certificato"), in pari data rispetto al diritto di pegno di pari grado creato sul Certificato ai sensi del contratto di pegno definito (nel Contratto di Pegno) Bank Revolver Pledge Agreement, come modificato dal Bank Revolver Italian Supplement (come definito nel Contratto di Pegno) del 3 marzo 2003, da parte di MEMC Electronic Materials, Inc. a favore di Creditori Pignoratizi, si intende esteso, con pari grado e diritti, anche a favore di inserire la denominazione sociale del Nuovo Creditore Pignoratizio, a garanzia dell'integrale adempimento delle obbligazioni nei confronti di inserire la denominazione sociale del Nuovo Creditore Pignoratizio denominate Reimbursement Obligations (come definite nel Contratto di Pegno), ivi incluse quelle derivanti dallo stesso Co ntratto di Pegno, dal Reimbursement Agreement e dai Reimbursement Documents, tra cui il contratto denominato [ ] del [ ], concluso in [ ], tra inserire la denominazione sociale delle parti, incluso il Nuovo Creditore Pignoratizio.

Si dà atto che il pegno di primo grado costituito sul Certificato è regolato dal Contratto di Pegno, in quanto applicabile e, pertanto, i diritti di voto, i diritti amministrativi connessi e il diritto a percepire i dividendi inerenti alle azioni rappresentate dal Certificato sono regolati dalla sezione 5 del Contratto di Pegno.

Si dà altresì atto che, ai sensi del Contratto di Pegno, Citicorp USA, Inc., quale Collateral Agent, riceve il pegno di cui alla presente annotazione e pertanto, oltre a continuare a custodire ininterrottamente il Certificato nell'interesse e per conto dei Creditori Pignoratizi, ivi inclusi i loro successori, aventi causa e le New Secured Parties (come definite nel Contratto di Pegno), viene ora a custodire il medesimo anche nell'interesse e per conto di inserire la denominazione sociale del Nuovo Creditore Pignoratizio, ivi inclusi i suoi successori e aventi causa.

Si dà infine atto che il pegno di primo grado esteso a favore di [inserire la denominazione sociale del Nuovo Creditore Pignoratizio] per effetto della presente annotazione ha lo stesso grado e conferisce gli stessi diritti della garanzia reale costituita sul Certificato a favore dei Creditori Pignoratizi in base al Contratto di Pegno, ferma restando l'esistenza sul Certificato del concorrente pegno di pari grado costituito a seguito del Bank Revolver Pledge Agreement, sopracitato.

Luogo e Data ____________________________________
Un Amministratore

La costituzione in garanzia di cui sopra è stata annotata sul libro soci in data odierna ai sensi del R.D. 29.3.1942 n. 239.

[Luogo e Data] ____________________________________
Un Amministratore

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EXHIBIT E

Text of the annotation of the pledge in favor of the New Secured Parties to be inscribed on the share certificates of MEMC Electronic Materials S.p.A.

Upon request of CITICORP USA, Inc., a company incorporated under the laws of the United States of America, with registered office at 2, Penns Way, Suite 200, New Castle, Delaware, United States of America, and acting also in the name and on behalf of [name of the New Secured Party], a company existing under the laws of [ ], with registered office at [ ], pursuant to Section 2 of the first degree deed of pledge (as supplemented, on March 3, 2003, by the Italian Supplement to the Reimbursement Pledge Agreement executed in the United States of America by way of exchange of correspondence) dated December 21, 2001 (the "Deed of Pledge") by and between MEMC Electronic Materials, Inc., a company incorporated under the laws of the United States of America, with registered office c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware, United States of America, as pledgor, and CITICORP USA, Inc., acting, in its capacity as Collatera l Agent (as defined in the Deed of Pledge), in its own name and in the name and on behalf of the Secured Parties (as defined in the Deed of Pledge), the first degree pledge created on this share certificate No. [ ] (the "Certificate") on the same date of the pari passu pledge created on the Certificate under the pledge agreement denominated Bank Revolver Pledge Agreement, as supplemented by the Bank Revolver Italian Supplement dated March 3, 2003, by MEMC Electronic Materials, Inc. in favor of the Secured Parties is hereby extended, pari passu with and with equal rights, also in favor of [name of the New Secured Party], as security for the full payment and performance of the obligations with respect to [name of the New Secured Party] named Reimbursement Obligations (as defined by the Deed of Pledge) including those obligations arising from the Deed of Pledge itself, from the Reimbursement Agreement and from the Reimbursement Documents, including the agreem ent named [ ] executed in [ ], on [ ],between [name of the parties thereof, including the New Secured Party].

It is acknowledged that the first degree pledge created on the Certificate is governed by the Deed of Pledge, as applicable and, therefore, the voting rights, the relating administrative rights and the right to receive dividends attached to the pledged shares represented by the Certificate are governed by Section 5 of the Deed of Pledge.

It is also acknowledged that, pursuant to the Deed of Pledge, Citicorp USA, Inc., in its capacity as Collateral Agent, hereby receives the pledge to which this notation pertains and, thus, in addition to maintaining the uninterrupted custody of the Certificate in the interest and on behalf of the Secured Parties, including their successors or assignees, and the New Secured Parties (as defined in the Deed of Pledge), it now starts to hold the Certificate in custody also on behalf of [name of New Secured Party] including its successors or assignees.

Lastly, it is acknowledged that the first degree pledge extended in favor of the [name of New Secured Party] pursuant to this annotation, grants the same rights of, and is pari passu with, the security interest created on the Certificate in favor of the Secured Parties pursuant to the Deed of Pledge, it being understood that on the Certificate is already existing a pari passu security interest created pursuant to the mentioned Bank Revolver Pledge Agreement.

  Place, Date __________________________________
A Director

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A notation regarding the above security interest has been made in the shareholders' book pursuant to Royal Decree No. 239/42, dated March 29, 1942

  Place, Date __________________________________
A Director

EXHIBIT F

Testo dell'annotazione del pegno a favore di Nuovi Creditori Pignoratizi da apporre sul libro soci di MEMC Electronic Materials S.p.A.

Si prende e si dà atto che, su richiesta di CITICORP USA, Inc., società di diritto statunitense, con sede legale a 2 Penns Way, Suite 200 New Castle, Delaware, Stati Uniti d'America, ed agente anche in nome e per conto di [inserire la denominazione sociale del Nuovo Creditore Pignoratizio], società di diritto [ ], con sede legale in [ ], ai sensi della sezione 2 del contratto di pegno di primo grado (come modificato, in data 3 marzo 2003, dall'accordo denominato Italian Supplement to the Reimbursement Pledge Agreement concluso negli Stati Uniti d'America, attraverso scambio di corrispondenza) del 21 dicembre 2001 (il "Contratto di Pegno") tra il socio unico MEMC Electronic Materials, Inc., società di diritto statunitense, con sede legale c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware, Stati Uniti d'America, in qualità di costituente il pegno, e CITICORP USA, Inc., agente, in qualità di Collateral Agent (come definito nel Contratto di Pegno), sia in nome proprio sia in nome e per conto dei Creditori Pignoratizi (come definiti nel Contratto di Pegno), il pegno di primo grado in favore dei Creditori Pignoratizi costituito sul presente certificato azionario n. [ ] della Società (il "Certificato"), in pari data rispetto al diritto di pegno di pari grado creato sul Certificato ai sensi del contratto di pegno definito (nel Contratto di Pegno) Bank Revolver Pledge Agreement, come modificato dal Bank Revolver Italian Supplement (come definito nel Contratto di Pegno) del 3 marzo 2003, da parte di MEMC Electronic Materials, Inc. si intende esteso, con pari grado e diritti, anche a favore di [inserire la denominazione sociale del Nuovo Creditore Pignoratizio], a garanzia dell'integrale adempimento delle obbligazioni nei confronti di [inserire la denominazione sociale del Nuovo Creditore Pignoratizio] denominate Reimbursement Obligations (come definite nel Contratto di Pegno), ivi incluse quelle derivanti dallo stesso Contratto di Pegno, dal Reimbursement Agreement e dai Reimbursement Documents, tra cui il contratto denominato [ ], del [ ], concluso in [ ], tra [inserire la denominazione sociale delle parti, incluso il Nuovo Creditore Pignoratizio].

Si dà atto che il pegno di primo grado costituito sul Certificato è regolato dal Contratto di Pegno, in quanto applicabile e, pertanto, i diritti di voto, i diritti amministrativi connessi e il diritto a percepire i dividendi inerenti alle azioni rappresentate dal Certificato sono regolati dalla sezione 5 del Contratto di Pegno.

Si dà altresì atto che, ai sensi del Contratto di Pegno, Citicorp USA, Inc., quale Collateral Agent, riceve il pegno di cui alla presente annotazione e pertanto, oltre a continuare a custodire ininterrottamente il Certificato nell'interesse e per conto dei Creditori Pignoratizi, ivi inclusi i loro successori, aventi causa e le New Secured Parties (come definite nel Contratto di Pegno), viene ora a custodire il medesimo anche nell'interesse e per conto di [inserire la denominazione sociale del Nuovo Creditore Pignoratizio], ivi inclusi i suoi successori e aventi causa.

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Si dà infine atto che il pegno di primo grado esteso a favore di [inserire la denominazione sociale del Nuovo Creditore Pignoratizio], per effetto della presente annotazione, ha lo stesso grado e conferisce gli stessi diritti della garanzia reale costituita sul Certificato a favore dei Creditori Pignoratizi in base al Contratto di Pegno, ferma restando l'esistenza sul Certificato del concorrente pegno di pari grado costituito a seguito del Bank Revolver Pledge Agreement, sopracitato.

[Luogo e Data] ____________________________________
Un Amministratore

EXHIBIT F

Text of the annotation in the shareholders' book of MEMC Electronic Materials S.p.A. of the pledge in favour of New Secured Parties

It is hereby acknowledged that, upon request of CITICORP USA, Inc., a company incorporated under the laws of the United States of America, with registered office at 2, Penns Way, Suite 200, New Castle, Delaware, United States of America, acting also in the name and on behalf of [name of the New Secured Party], a company existing under the laws of [ ], with registered office at [ ], pursuant to Section 2 of the first degree deed of pledge (as supplemented, on March 3, 2003, by the Italian Supplement to the Reimbursement Pledge Agreement executed in the United States of America by way of exchange of correspondence) dated December 21, 2001 (the "Deed of Pledge") between the sole shareholder MEMC Electronic Materials, Inc., a company incorporated under the laws of the United States of America, with registered office c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware, United States of America, as pledgor, and Citicorp USA, Inc ., acting, in its capacity as Collateral Agent (as defined in the Deed of Pledge), in its own name and in the name and on behalf of the Secured Parties (as defined in the Deed of Pledge), the first degree pledge created in favor of the Secured Parties on this share certificate No. [ ] (the "Certificate") on the same date of the pari passu pledge created on the Certificate under the pledge agreement denominated Bank Revolver Pledge Agreement, as supplemented by the Bank Revolver Italian Supplement dated March 3, 2003, by MEMC Electronic Materials, Inc. is hereby extended, pari passu with and with equal rights, also in favor of [name of the New Secured Party], as security for the full payment and performance of the obligations with respect to [name of the New Secured Party], named Reimbursement Obligations (as defined by the Pledge Agreement), including those obligations arising from the Deed of Pledge, from the Reimbursement Agreement and from the Reimbursem ent Documents, including the agreement named [ ], executed in [ ], on [ ],between [name of the parties thereof, including the New Secured Party].

It is acknowledged that the first degree pledge created on the Certificate is governed by the Deed of Pledge, as applicable and, therefore, the voting rights, the relating administrative rights and the right to receive dividends attached to the pledged shares represented by the Certificate are governed by Section 5 of the Deed of Pledge.

It is also acknowledged that, pursuant to the Deed of Pledge, Citicorp USA, Inc., in its capacity as Collateral Agent, hereby receives the Pledge to which this notation pertains and, thus, in addition to maintaining the uninterrupted custody of the Certificate in the interest and on behalf of the Secured Parties, including their successors or assignees, and the New Secured Parties (as defined in the Deed of Pledge), it now starts to hold the Certificate in custody also on behalf of [name of New Secured Party] including its successors or assignees.

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Lastly, it is acknowledged that the first degree pledge extended in favor of the [name of New Secured Party] pursuant to this annotation grants the same rights of, and is pari passu with, the security interest created on the Certificate in favor of the Secured Parties pursuant to the Deed of Pledge, it being understood that on the Certificate is already existing a pari passu security interests created pursuant to the mentioned Bank Revolver Pledge Agreement.

  Place, Date __________________________________
A Director

EXHIBIT G

[Letterhead of Citicorp USA, INC.]

New Secured Party Notice

To:  Chairman of the Board of Directors
 MEMC Electronic Materials S.p.A
 Viale Gherzi n. 31
 Novara
 Italy

c.c.: MEMC Electronic Materials, Inc.
 c/o The Corporation Trust Company
 Corporation Trust Center
 1209 Orange Street
 Wilmington, Delaware

 To the attention of [ ]

From: Citicorp USA, INC.

Dated:  [ ]

Re: Italian Supplement to the Reimbursement Pledge Agreement dated March 3, 2003

Dear Sirs,

1. We refer to the deed of pledge (Contratto di pegno) executed and delivered in United States of America on December 21, 2001 by and between MEMC Electronic Materials, Inc., Pledgor, and Citicorp USA, Inc., Collateral Agent, also in the name and on behalf of the Secured Parties, as supplemented by an Italian Supplement dated March 3, 2003 (the "Reimbursement Italian Supplement"). This is a New Secured Party Notice. The terms in capital letters shall bear the meanings indicated beside each one of them or, absent any indication, shall have the same meaning assigned to them under the Reimbursement Italian Supplement.
2. We confirm that, pursuant to [insert details of the Reimbursement Document pursuant to

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which the New Secured Party has become a Secured Party], [insert corporate name of the New Secured Party], a company incorporated under the laws of [ ], with registered office in [ ], has become a [Fund Guarantor] under the Reimbursement Agreement.

3. Pursuant to Section 2 of the Reimbursement Italian Supplement, we request to annotate the extension of the Pledge in favor of [insert corporate name of the New Secured Party] on the Certificate [add, if applicable: and on the certificates representing the New Shares], substantially in the form indicated in Exhibit E to the Reimbursement Italian Supplement. We also request to annotate such extension of the Pledge in the shareholders' book of MEMC Electronic Materials S.p.A. substantially in the form indicated in Exhibit F to the Reimbursement Italian Supplement.

[Date]

Signed:

Citicorp USA, INC.

[Name]

[Title]

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EX-13

EXHIBIT 13

FIVE YEAR SELECTED FINANCIAL HIGHLIGHTS

DOLLARS IN THOUSANDS, EXCEPT SHARE DATA

							Predecessor
	Year ended Dec. 31, 2002			Nov.14 through Dec. 31, 2001(1)			Jan.1 through Nov. 13, 2001(1)			Year ended December 31,
										2000			1999			1998
Statement of Operations Data:
Net sales	$	687,180		$	58,846		$	559,007		$	871,637		$	693,594		$	758,916
Gross margin		173,458			(11,731	)		(39,757	)		128,975			(10,335	)		(31,829	)
Marketing and administration		65,786			7,973			61,747			69,182			63,613			73,515
Research and development		27,423			7,535			58,149			72,155			85,019			81,591
Restructuring costs		15,300	(2)		2,971	(3)		29,511	(3)		—			(5,747	)		146,324	(4)
Operating income (loss)		64,949			(30,210	)		(189,164	)		(12,362	)		(153,220	)		(333,259	)
Equity in income (loss) of joint ventures		1,239			(2,822	)		441			14,664			(9,659	)		(43,496	)
Net loss allocable to common stockholders		(22,097	)		(33,644	)		(489,025	)		(43,390	)		(151,481	)		(316,332	)
Basic and diluted loss per share		(0.17	)		(0.48	)		(7.03	)		(0.62	)		(2.43	)		(7.80	)
Shares used in basic and diluted
loss per share computation		129,810,012			69,612,900			69,612,900			69,596,861			62,224,869			40,580,869
Balance Sheet Data:
Cash, cash equivalents, and short-term investments		165,646			107,159			NA			94,759			28,571			16,168
Working capital		77,635			42,331			NA			54,280			50,528			19,716
Total assets		631,682			549,334			NA			1,890,566			1,724,581			1,773,714
Short-term borrowings		80,621			44,760			NA			29,552			5,826			36,127
Long-term debt (including current portion of long-term debt)		204,017			175,856			NA			1,041,202			886,096			873,680
Stockholders’ equity (deficiency)		(24,680	)		(24,496	)		NA			366,419			432,791			399,040
Other Data:
Capital expenditures		21,952			6,995			42,842			57,812			49,256			194,610
Employment		4,700			4,700			NA			7,000			6,000			6,300

(1) On November 13, 2001, an investor group led by Texas Pacific Group (TPG) purchased from E.ON AG and its affiliates (E.ON) all of E.ON’s debt and equity holdings in MEMC. In addition, on that date, TPG and MEMC restructured MEMC’s debt acquired by TPG from E.ON. As a result of the purchase of E.ON’s equity interest by TPG and the rights possessed by TPG through its ownership of preferred stock, we applied purchase accounting and pushed down TPG’s nominal basis in MEMC to our accounting records, reflected in our consolidated financial statements subsequent to November 13, 2001.

(2) During 2002, we incurred charges of $15.3 million primarily in connection with restructuring plans affecting approximately 450 salaried, hourly and temporary employees.

(3) During 2001, we recorded restructuring costs totaling $32.5 million to close our small diameter wafer line at MEMC Southwest Inc. in Sherman, Texas and to reduce our workforce.

(4) During 1998, we recorded restructuring costs totaling $146.3 million to close our Spartanburg, South Carolina facility, to forego construction of a 200 millimeter wafer facility at our joint venture in Malaysia, to withdraw from our joint venture in a small diameter wafer operation in China and to implement a voluntary severance program.

12

MANAGEMENT’S DISCUSSION AND ANALYSIS

COMPANY OVERVIEW

We are a leading worldwide producer of wafers for the semiconductor industry. We operate manufacturing facilities in every major semiconductor manufacturing region throughout the world, including Europe, Malaysia, Japan, South Korea and the United States and through an unconsolidated joint venture in Taiwan. Our customers include virtually all major semiconductor device manufacturers in the world, including the major memory, microprocessor and application specific integrated circuit (ASIC) manufacturers, as well as the world’s largest foundries.

We provide wafers in sizes ranging from 100 millimeters (4 inch) to 300 millimeters (12 inch) and in three general categories: prime polished, epitaxial and test/monitor. Our wafers are sold in each of the major semiconductor-producing regions throughout the world including Asia Pacific, Europe, Japan and North America.

Effective September 29, 2000, we acquired an additional 40% interest in MEMC Korea Company (MKC), formerly known as POSCO Huls Company, Ltd., increasing our total ownership to 80%. As a result, as of September 30, 2000, MKC’s balance sheet was consolidated with MEMC. Also, as a consequence of this transaction, MKC’s operating results were consolidated with MEMC’s operating results beginning in the fourth quarter of 2000.

On November 13, 2001, an investor group led by Texas Pacific Group (TPG) purchased from E.ON AG and its affiliates (E.ON) all of E.ON’s debt and equity holdings in MEMC for a nominal purchase price of six dollars. As part of the purchase agreement, E.ON agreed to provide MEMC with $37 million at the closing of the transaction. In addition, on that date TPG and MEMC restructured MEMC’s debt acquired by TPG from E.ON and TPG committed to provide MEMC with a five-year $150 million revolving credit facility. The revolving credit facility with TPG was subsequently replaced with a revolving facility from Citibank/UBS, guaranteed by TPG. TPG exchanged previously outstanding debt of approximately $860 million for 260,000 shares of our Series A Cumulative Convertible Preferred Stock (Preferred Stock) with a stated value of $260 million, $50 million in principal amount of our senior subordinated secured notes maturing in November 2007 and warrants to purchase 16,666,667 shares of our common stock. TPG also retained a 55 million Euro in principal amount note (55 Million Euro Note) due September 2002 issued by our Italian subsidiary and guaranteed by MEMC.

As a result of the purchase of E.ON’s equity interest by TPG and the rights possessed by TPG through its ownership of the Preferred Stock, we applied purchase accounting and pushed down TPG’s nominal basis in MEMC to our accounting records, reflected in our consolidated financial statements subsequent to November 13, 2001. We assumed that on November 13, 2001, upon full conversion of the Preferred Stock, excluding any accrued but unpaid dividends, TPG would have owned 89.4% of MEMC’s common stock.

To revalue our assets and liabilities, we first estimated their fair market values. To the extent the fair market value differed from the book value, 89.4% of that difference was recorded as an adjustment to the carrying value of the respective asset or liability. This revaluation resulted in a net decrease to assets of approximately $800 million and a net decrease to liabilities of approximately $900 million. The allocation of the purchase price to our assets and liabilities is subject to further adjustment and refinement for any contingent performance purchase price. See Note 2 of Notes to Consolidated Financial Statements herein.

The net decrease in assets reflects the write-down of goodwill, certain intangible assets, investments in joint ventures, and property, plant and equipment to reflect TPG’s nominal purchase price. The net decrease in liabilities reflects the write-off of the debt acquired by TPG of approximately $910 million, together with related accrued interest of approximately $20 million. The senior subordinated secured notes and the 55 Million Euro Note were recorded at their combined fair market value of two dollars.

We accreted the 55 Million Euro Note up to its face value in 2002 using the effective interest method. Interest expense related to the accretion of this note was approximately $54 million in 2002. In September 2002, we amended the 55 Million Euro Note to provide for a 35 million Euro principal repayment on or before September 25, 2002 and a 20 million Euro principal repayment on or before April 15, 2003. The amended Euro note is unsecured and bears interest at 8%. Consistent with the terms of the amended Euro note, on September 24, 2002, we made a 35 million Euro principal payment to TPG.

13

MANAGEMENT’S DISCUSSION AND ANALYSIS

We will accrete the senior subordinated secured notes up to their face values during the six years preceding their maturity using the effective interest method. Interest accretion in 2002 was less than $1 million. Assuming these notes remain outstanding until their maturity, interest expense related to the accretion of the notes and related stated interest expense will be less than $1 million in each of the years 2003 through 2005, and approximately $7 million and $91 million in 2006 and 2007, respectively. In the event these notes were redeemed prior to their maturity, on the redemption date we would recognize interest expense equal to the remaining unaccreted face value of the notes and the related accrued but unpaid stated interest. At December 31, 2002, the accreted value of these notes was less than one thousand dollars; however, the face value of these notes plus accrued stated interest was approximately $55 million.

The Preferred Stock, with an aggregate stated value of $260 million, was recorded at its fair value of two dollars. The warrants were recorded at their fair market value of less than one dollar.

On July 10, 2002, TPG converted the 260,000 shares of our Preferred Stock, plus cumulative unpaid preferred dividends, into approximately 125 million common shares, increasing its ownership of MEMC’s common stock to approximately 90%.

The following discussion compares MEMC’s 2002 results and balances with combined information for the year ended December 31, 2001. The combined 2001 information consists of the sum of the financial data from January 1, 2001 through November 13, 2001 for the predecessor and from November 14, 2001 through December 31, 2001 for the successor. Our consolidated financial statements for the periods ended before November 14, 2001 (predecessor) were prepared using our historical basis of accounting. The comparability of our operating results for these periods and the periods following push-down accounting is affected by the purchase accounting adjustments.

RESULTS OF OPERATIONS

Net Sales	2002			2001			2000
	DOLLARS IN MILLIONS
Net Sales	$	687		$	618		$	872
Percentage Change		11	%		(29	%)		26	%

Our net sales increased by 11% to $687 million in 2002 from $618 million in 2001. This increase was primarily the result of a 29% increase in product volumes, partially offset by significant declines in average selling prices in 2002 compared to the first nine months of 2001. Beginning in 2002, we transitioned our 300 millimeter operations from a pilot line to full-scale production. Consequently, beginning in 2002, 300 millimeter revenues and associated production costs are presented in net sales and cost of goods sold, respectively. Product volumes increased across all product diameters during 2002 compared to 2001.

Our net sales decreased by 29% to $618 million in 2001 from $872 million in 2000. This decrease was primarily caused by a 24% decrease in product volumes, as well as a moderate decline in average selling prices, resulting from the weakened market conditions in the semiconductor and wafer industries in 2001. This decline was across all product diameters, but especially in smaller diameters as our customers utilized their larger diameter fabs to realize the lowest cost per device. Had MKC been included in our operating results for the entire year in 2000, the year-over-year decline in net sales in 2001 would have been approximately 38%, caused primarily by a 34% decline in product volumes. Approximately 38% of the decline in our 2001 net sales related to one customer. Had MKC been included in our operating results for the entire year in 2000, approximately 27% of the decline in year-over-year net sales would have related to this customer.

Our new products, including our Optia^TM product, products with our Magic Denuded Zone^® feature, and 300 millimeter, represented 42% of our product volume in 2002.

14

MANAGEMENT’S DISCUSSION AND ANALYSIS

We operate in all the major semiconductor-producing regions of the world, with over half of our 2002 net sales to customers located outside North America. Net sales by geographic region for each of the last three years were as follows:

Net Sales by Geographic Area:

DOLLARS IN MILLIONS

2002		2001		2000
North America	·	North America	·	North America	·
$250		$237		$411
Europe	·	Europe	·	Europe	·
$165		$142		$185
Japan	·	Japan	·	Japan	·
$69		$78		$126
Asia Pacific	·	Asia Pacific	·	Asia Pacific	·
$203		$161		$150

Percent of Change:	02/01	Percent of Change:	01/00	Percent of Change:	00/99
North America	6%	North America	(42)%	North America	14%
Europe	16%	Europe	(23)%	Europe	21%
Japan	(13)%	Japan	(38)%	Japan	40%
Asia Pacific	26%	Asia Pacific	7%	Asia Pacific	63%
Total	11%	Total	(29)%	Total	26%

Gross Margin	2002			2001			2000
DOLLARS IN MILLIONS
Cost of Goods Sold	$	514		$	669		$	743
Gross Margin		173			(51	)		129
Gross Margin Percent		25	%		(8	)%		15	%

Our gross margin improved to $173 million in 2002 compared to negative $51 million in 2001. This improvement was a result of lower depreciation and amortization resulting from push-down accounting, the increase in product volumes partially offset by declines in average selling prices in 2002 compared to the first nine months of 2001, and benefits realized from headcount reductions and yield and productivity improvements over the past year. Our total cost of goods sold declined $155 million in 2002 compared to 2001, despite the significantly higher product volumes.

Depreciation and amortization included in cost of goods sold declined approximately $125 million in 2002 compared to 2001, primarily as a result of push-down accounting, while cash costs per unit decreased 25% in 2002 compared to 2001 as a result of headcount and other cost reductions and yield and productivity improvements.

Our gross margin declined to negative $51 million in 2001 compared to positive $129 million in 2000, primarily as a result of the significant decline in product volumes causing the underabsorption of manufacturing fixed costs in 2001, as well as the moderate decline in average selling prices. In response to the decreased product volumes and average selling prices, we took numerous actions to decrease our manufacturing fixed costs in 2001, including:

• closing our small diameter wafer line in Sherman, Texas, as further discussed in Restructuring Costs below;

• reducing our headcount by 2,300 employees, or 33%, in 2001;

• utilizing temporary plant shutdowns; and

• reducing discretionary spending in all areas.

15

MANAGEMENT’S DISCUSSION AND ANALYSIS

In addition, our manufacturing yields continued to improve in virtually all areas in 2001. However, because of the high fixed-cost nature of our business, we were not able to reduce our costs at the rapid pace of the decline in product volumes in 2001. Consequently, underabsorption of manufacturing fixed costs resulted in the decreased gross margin in 2001. Negative gross margin in the period November 14, 2001 to December 31, 2001 resulted from the continued decline in product volumes and average selling prices, as well as scheduled temporary plant shutdowns.

Marketing and Administration	2002			2001			2000
	DOLLARS IN MILLIONS
Marketing and Administration	$	66		$	70		$	69
As a Percentage of Sales		10	%		11	%		8	%

Marketing and administration expenses declined to $66 million in 2002 compared to $70 million in 2001 as a result of the effects of headcount reductions and controlled spending. As a percentage of sales, marketing and administration expenses decreased in 2002, from 11% to 10%.

As a result of controlled spending, marketing and administration expenses remained flat in 2001, despite including expenses associated with MKC as a result of its financial consolidation. Had MKC been included in our operating results for the entire year in 2000, our marketing and administration expenses would have been $7 million higher, resulting in an 8% decrease in 2001 compared to 2000.

Research and Development	2002			2001			2000
	DOLLARS IN MILLIONS
Research and Development	$	27		$	66		$	72
As a Percentage of Sales		4	%		11	%		8	%

Our research and development expenses decreased to $27 million in 2002 compared to $66 million in 2001. More than half of this reduction is a result of lower depreciation. The remainder is attributable to cash cost reductions associated with our focus on rapid commercialization of new products.

Our research and development expenses decreased 8% in 2001 as compared to 2000. The decrease in reported expense was a result of controlled spending, as well as increased proceeds from the sale of wafers related to research and development activities that had not yet reached commercial production levels. Accordingly, these proceeds were recorded as an offset to research and development expenses.

Restructuring Costs	2002		2001		2000
	DOLLARS IN MILLIONS
Restructuring Costs	$	15	$	32	$	—

In 2002, as part of our continuing aggressive cost reductions, we incurred charges of $15 million primarily in connection with restructuring plans affecting approximately 450 salaried, hourly and temporary employees in the U.S., Italy, Korea, Malaysia, and Japan.

16

MANAGEMENT’S DISCUSSION AND ANALYSIS

In 2001, we reduced our workforce by approximately 2,300 employees and closed our small diameter wafer line at MEMC Southwest Inc. in Sherman, Texas. These actions were taken to balance our operating costs with the weakened product demand.

We recognized total charges of $32 million in 2001 related to these actions. Of these charges, $18 million was non-cash related. See Note 6 of Notes to Consolidated Financial Statements herein.

Nonoperating (Income) Expense and Income Taxes	2002			2001			2000
	DOLLARS IN MILLIONS
Interest Expense	$	73		$	82		$	79
Book Value of Debt Outstanding at December 31		285			221			1,071
Interest Income		(7	)		(8	)		(5	)
Royalty Income		(3	)		(3	)		(10	)
Other, Net		(18	)		6			1
Income Taxes		17			241			(21	)
Effective Income Tax Rate		85			NA			27

As described in Company Overview above, as a result of the restructuring of MEMC’s debt, TPG acquired $50 million in principal amount of our newly issued senior subordinated secured notes maturing in November 2007. TPG also retained a 55 million Euro in principal amount of a note due September 2002 issued by our Italian subsidiary. These notes were recorded at their combined fair market value of two dollars. We accreted the 55 Million Euro Note up to its face value in 2002 using the effective interest method. Non-cash interest expense related to the accretion of this note was approximately $54 million in 2002.

Our interest expense decreased $9 million to $73 million in 2002, compared to $82 million in 2001. The decrease is due to the significant reduction in outstanding debt resulting from the debt restructuring and to a lower average interest rate on debt outstanding, offset by $54 million of non-cash interest accretion related to the 55 Million Euro Note.

Our interest expense increased $3 million in 2001 as compared to 2000 as a result of increased borrowings related to the acquisition and consolidation of MKC and additional debt for operating needs.

Our royalty income remained constant at $3 million in 2002. Our royalty income was $3 million in 2001, as compared to $10 million in 2000. This decrease was primarily a result of the financial consolidation of MKC beginning in the 2000 fourth quarter, as well as reduced net sales and operating profit of Taisil Electronic Materials Corporation (Taisil), our 45%-owned uncon-solidated joint venture in Taiwan.

In 2002, other, net was a gain of $18 million, compared to a $6 million loss in 2001. The improvement was primarily due to an $8 million one-time gain on an option on MEMC Pasadena, Inc., which expired October 31, 2002, and to currency gains of $11 million in 2002 compared to currency losses of $4 million in 2001.

Income tax expense in 2002 relates to tax jurisdictions in which we expect to owe current taxes and foreign withholding taxes.

In 2001, income tax expense included an increase in our deferred tax valuation allowance of $461 million to fully reserve for all net deferred tax assets in tax jurisdictions in which we had a net deferred tax asset position. In making this determination, we considered the deterioration in our liquidity at that time, the reduction in the trading price range of our stock, the uncertainty at that time surrounding the terms and structure of the divestiture by E.ON of its interest in MEMC and, after the consummation of the TPG transaction, the limitations for federal income tax purposes on our ability to use our tax loss carryforwards under IRC Section 382.

17

MANAGEMENT’S DISCUSSION AND ANALYSIS

Section 382 of the IRC restricts the utilization of net operating losses and other carryover tax attributes upon the occurrence of an ownership change, as defined. Such an ownership change occurred during 2001 as a result of the acquisition by TPG. As a result of the ownership change, approximately $861 million of our U.S. net operating loss carryforwards was applied to reduce our tax attributes under IRC Section 108(b). Our remaining pre-2002 U.S. net operating losses of approximately $39 million have a negligible value under the restrictions of Section 382. To the extent that any U.S. or foreign net operating loss carryforwards remain, we have recognized a valuation allowance to fully offset any associated deferred tax assets. Accordingly, as of December 31, 2002, our net operating loss carryforwards do not carry any value in our consolidated balance sheet.

Push-down accounting as described in Company Overview above created differences in the bases of certain assets and liabilities for financial statement accounting and for tax accounting. These differences resulted in the recognition of a net deferred tax asset. We reviewed our total net deferred tax assets by taxable jurisdiction and recognized a valuation allowance where it was determined more likely than not that we would be unable to realize a benefit from these assets.

Equity in Income (Loss) of Joint Ventures	2002		2001			2000
	DOLLARS IN MILLIONS
Equity in Income (Loss) of Joint Ventures:
MKC		NA		NA		$	4
Taisil	$	1	$	(2	)		11

As a result of the financial consolidation of MKC beginning in October 2000, equity in income of joint ventures in 2002 and 2001 relates solely to Taisil. Taisil contributed income of $1 million in 2002 compared to a loss of $2 million in 2001. The increased income is a result of lower depreciation and amortization resulting from push-down accounting and a 17% increase in product volumes, offset by a significant decline in average selling prices.

Taisil contributed a loss of $2 million in 2001, compared to $11 million in income in 2000. The decreased income was a result of the weakened conditions in the wafer and semiconductor markets in 2001, causing a 24% decline in Taisil’s product volumes, as well as a significant decrease in Taisil’s average selling prices. During 2001, Taisil also increased its deferred tax valuation allowance related to certain net operating loss carryforwards, of which our share was approximately $3 million.

LIQUIDITY AND CAPITAL RESOURCES

	2002			2001			2000
	DOLLARS IN MILLIONS
Net Cash Provided by (Used in):
Operating Activities	$	87		$	(25	)	$	52
Investing Activities		(43	)		(57	)		(68	)
Financing Activities		(11	)		91			70

In 2002, we generated $87 million of cash from operating activities, compared to a use of $25 million of cash in operating activities in 2001. This improvement was primarily due to our improved operating results.

18

MANAGEMENT’S DISCUSSION AND ANALYSIS

Our principal sources and uses of cash during 2002 were as follows:

Sources:

• Generated $87 million from operations.

Uses:

• Invested $22 million in capital expenditures;

• Invested $14 million in short-term investments;

• Net repayments of $9 million under debt agreements; and

• Refunded $8 million on an expired option on MEMC Pasadena, Inc.

Our accounts receivable increased $28 million to $95 million at December 31, 2002, compared to $67 million at the end of 2001. The increase was primarily attributable to a 54% increase in fourth quarter net sales between the two years. Our days’ sales outstanding were 47 days at December 31, 2002, compared to 51 days at the end of 2001 based on annualized fourth quarter sales for the respective years.

Our inventories increased $15 million from the prior year to $85 million at December 31, 2002. The increase is primarily due to higher anticipated sales in the first quarter of 2003 compared to the year-ago period and to increased consigned goods at our key customers. Related inventory reserves for obsolescence, lower of cost or market issues, or other impairments decreased to $11 million at December 31, 2002, compared to $17 million in 2001. Our year-end inventories as a percentage of annualized fourth quarter net sales decreased to 11% at December 31, 2002 from 15% at December 31, 2001.

Our net deferred tax assets totaled $34 million at December 31, 2002 compared to $30 million at December 31, 2001. Management believes it is more likely than not that, with its projections of future taxable income and after consideration of the valuation allowance, MEMC will generate sufficient taxable income to realize the benefits of the net deferred tax assets existing at December 31, 2002.

Our net cash used in investing activities improved $15 million in 2002 compared to 2001 primarily as a result of significantly lower spending on capital projects. Our capital expenditures in 2002 were primarily related to maintenance and capabilities. At December 31, 2002, we had $9 million of committed capital expenditures related to various manufacturing and technology projects.

In 2002, we used $11 million of cash for financing activities, compared to cash provided by financing activities of $91 million in 2001. In 2002, we made net repayments of $9 million under debt agreements, while in 2001 we had net borrowings of $81 million under debt agreements. This significant improvement in financing activities was primarily a result of our improved operating results and lower capital expenditures.

Our short-term borrowings and long-term debt increased $64 million from the prior year to $285 million at December 31, 2002. The increased debt balance is a result of:

• $54 million accretion related to the 55 Million Euro Note;

• $19 million increase in debt due to currency exchange rate fluctuations; and

• $9 million net repayments under debt agreements.

As described in Company Overview above, as a result of the restructuring of MEMC’s debt in 2001, TPG acquired $50 million in principal amount of our newly issued senior subordinated secured notes maturing in November 2007. TPG also retained a 55 million Euro in principal amount of a note issued by our Italian subsidiary. In September 2002, we amended the 55 Million Euro Note to provide for a 35 million Euro principal repayment on or before September 25, 2002 and a 20 million Euro principal repayment on or before April 15, 2003. The amended Euro note (Euro Note) is unsecured and bears interest at 8%. Consistent with the terms of the Euro Note, on September 24, 2002, we paid 35 million Euro to TPG.

19

MANAGEMENT’S DISCUSSION AND ANALYSIS

We will accrete the senior subordinated secured notes up to their face value during the six years preceding their maturity using the effective interest method. Interest accretion in 2002 was less than $1 million. Assuming these notes remain outstanding until their maturity, interest expense recorded in our statement of operations related to the accretion of the notes and related stated interest expense will be less than $1 million in each of the years 2003 through 2005, and approximately $7 million and $91 million in 2006 and 2007, respectively. In the event these notes are redeemed prior to their maturity, on the redemption date we will recognize interest expense equal to the remaining unaccreted face value of the notes and the related accrued but unpaid stated interest. At December 31, 2002, the accreted value of these notes was less than one thousand dollars; however, the face value of these notes plus accrued stated interest was approximately $55 million.

As part of the purchase and restructuring transactions, TPG committed to provide a five-year $150 million revolving credit facility to MEMC. That revolving credit facility was replaced with a five-year $150 million revolving credit facility from Citibank/UBS (the Citibank/UBS Facility), guaranteed by TPG. Loans under this facility bear interest at a rate of LIBOR plus 1.5% or an alternate base rate plus 0.5% per annum. At December 31, 2002, we had drawn $70 million against this credit facility. In connection with the amendment of the 55 Million Euro Note, TPG has provided us with a five-year $35 million revolving credit facility (the TPG Facility) bearing interest at a rate of LIBOR plus 10% or an alternate base rate plus 9%. As a condition to any borrowings under the TPG Facility, we must have repaid the Euro Note obligation in full and must have borrowed all amounts available under the Citibank/UBS Facility. The commitments under the TPG Facility terminate and any outstanding loans under the facility, together with any accrued interest thereon, will become due and payable upon the closing and funding of a debt or equity financing in which the net proceeds to MEMC equal or exceed $100 million.

The Citibank/UBS Facility, the TPG Facility, and the indenture for our senior subordinated secured notes contain certain highly restrictive covenants, including covenants to maintain minimum quarterly consolidated EBITDA; minimum monthly consolidated backlog; minimum monthly consolidated revenues; maximum annual capital expenditures; and other covenants customary for revolving loans and indentures of this type and size. The minimum quarterly consolidated EBITDA covenant is $10 million, $16 million, $19 million, and $25 million in the first, second, third and fourth quarters of 2003, respectively. Thereafter, the minimum quarterly consolidated EBITDA covenant progressively increases to $35 million, $44 million, $52 million and $60 million at the end of the last quarter of 2004, 2005, 2006 and 2007, respectively. The minimum monthly consolidated backlog covenant is 49 million square inches (msi) in January 2003, progressively increasing to 53 msi, 63 msi, 74 msi, 81 msi and 92 msi in the last month of 2003, 2004, 2005, 2006 and 2007, respectively. The minimum monthly consolidated revenues covenant is $52 million in January 2003, progressively increasing to $56 million, $67 million, $76 million, $84 million and $92 million in the last month of 2003, 2004, 2005, 2006 and 2007, respectively. Finally, the maximum annual capital expenditures covenant was $45 million for 2002 and increases to $50 million for 2003 and to $55 million for each of the years 2004 through 2007. In the event that we violate these covenants, which in our highly cyclical industry could occur in a sudden or sustained downturn, the loan commitments under the revolving credit facilities may terminate and the loans and accrued interest then outstanding under the facilities and the senior subordinated secured notes and related accrued interest may be due and payable immediately.

The Citibank/UBS Facility is guaranteed by TPG. The various guaranties terminate in December 2003, prior to the expiration of the Citibank/UBS Facility. In addition, each guarantor may terminate its guaranty for any reason. In the event that a guarantor terminates its guaranty, or does not renew its guaranty and in the case of a non-renewal the lenders have not received cash collateral or a replacement guaranty executed by a replacement guarantor satisfactory to the lenders, then the loan commitments under the revolving credit facility will terminate and we will be required to repay all outstanding loans and accrued interest under this facility. Likewise, if any guarantor defaults under its guaranty, then the guarantor’s default will constitute an event of default under this revolving credit facility. In such event, the loan commitments under this revolving credit facility may terminate and the loans and accrued interest under the facility may be due and payable immediately.

In any of these events, the guarantors and their affiliates have severally agreed to make new revolving credit loans available to us on terms and conditions no less favorable to us than provided in the original $150 million revolving credit facility between us and TPG. The original TPG $150 million revolving credit facility was substantially similar to the Citibank/UBS Facility except that the interest rates were 2% higher than the interest rates under the Citibank/UBS Facility.

20

MANAGEMENT’S DISCUSSION AND ANALYSIS

The Citibank/UBS Facility, the TPG Facility, and the indenture for the senior subordinated secured notes contain change in control provisions. Under these instruments, if (1) TPG’s ownership interest in us is reduced below 15% (or, in the case of the indenture, 30%) of our total outstanding equity interests, (2) another person or group acquires ownership of a greater percentage of our outstanding equity than TPG, or (3) a majority of our Board of Directors is neither nominated by our Board of Directors nor appointed by directors so nominated, then:

• an event of default shall be deemed to have occurred under the Citibank/UBS Facility and the TPG Facility in which event the loan commitments under these facilities may terminate and the loans and accrued interest then outstanding may become immediately due and payable; and

• the holders of the senior subordinated secured notes will have the right to require us to repurchase the notes at a purchase price equal to 101% of the principal amount plus accrued and unpaid interest.

We maintained the following debt agreements as of December 31, 2002, assuming the $50 million senior subordinated secured notes are valued at face value plus accrued stated interest rather than book value:

	Committed		Outstanding
	DOLLARS IN MILLIONS
Long-term Debt	$	374	$	259
Short-term Borrowings		120		81
Total	$	494	$	340

Our weighted average cost of borrowing, excluding accretion, was 4.1% at December 31, 2002 compared to 5.6% at December 31, 2001. Our total debt to total capital ratio at December 31, 2002 was 90%, compared to 88% at December 31, 2001.

Our contractual obligations as of December 31, 2002 were as follows, assuming the $50 million senior subordinated secured notes are valued at face value plus accrued stated interest:

			Payments Due By Period
Contractual Obligations	Total		Less than 1 Year		1-3 Years		4-5 Years		After 5 Years
	DOLLARS IN MILLIONS
Long-term Debt	$	259	$	43	$	48	$	137	$	31
Short-term Borrowings		81		81		—		—		—
Operating Leases		10		5		5		—		—
Committed Capital Expenditures		9		9		—		—		—
Total Contractual Obligations	$	359	$	138	$	53	$	137	$	31

Of the long-term debt and the short-term borrowings, approximately $99 million is owed by our Korean subsidiary, approximately $65 million of which is due within the next year. Our Korean subsidiary had cash and cash equivalents and short-term investments on hand of $107 million at December 31, 2002. Of this amount, approximately $77 million is subject to regulatory approval on transferability outside Korea.

Excluding the Korean subsidiary debt, our contractual obligations at December 31, 2002 with payment periods of less than one year total approximately $59 million. At December 31, 2002 we have $80 million available on our Citibank/UBS Facility, $35 million committed on our TPG Facility and cash and cash equivalents outside of Korea of $59 million.

On July 10, 2002, TPG converted all of our outstanding Series A Cumulative Convertible Preferred Stock plus cumulative unpaid preferred dividends into 125,010,556 shares of our common stock. As a result, effective July 11, 2002, there is no

21

MANAGEMENT’S DISCUSSION AND ANALYSIS

further preferred dividend requirement as this preferred stock is no longer outstanding. The Series A Cumulative Convertible Preferred Stock has been retired and may not be reissued.

We believe that we have the financial resources needed to meet business requirements for the next 12 months, including capital expenditures and working capital requirements.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions in certain circumstances that affect amounts reported in the accompanying consolidated financial statements and related footnotes. In preparing these financial statements, management has made its best estimates of certain amounts included in the financial statements. However, application of these accounting policies involves the exercise of judgment and use of assumptions as to future uncertainties and, as a result, actual results could differ from these estimates. MEMC’s significant accounting policies are more fully described in Note 3 of Notes to Consolidated Financial Statements herein.

Push-down Accounting

As a result of the purchase of E.ON’s equity interest in MEMC by TPG and the rights possessed by TPG through its ownership of the Preferred Stock as of November 13, 2001, we applied purchase accounting and pushed down TPG’s nominal basis in MEMC to our accounting records, reflected in our consolidated financial statements subsequent to November 13, 2001. We assumed that on November 13, 2001, upon full conversion of the Preferred Stock, excluding any accrued but unpaid dividends, TPG would have owned 89.4% of MEMC’s common stock.

To revalue our assets and liabilities, we first estimated their fair market values. To the extent the fair market value differed from the book value, 89.4% of that difference was recorded as an adjustment to the carrying value of the respective asset or liability. To the extent the adjusted net carrying value of assets and liabilities exceeded the pushed down basis of TPG’s investment in MEMC, negative goodwill was generated. The negative goodwill was then allocated to the bases of existing goodwill and other identifiable intangible assets, investments in joint ventures, and property, plant and equipment.

This revaluation resulted in a net decrease to assets of approximately $800 million and a net decrease to liabilities of approximately $900 million. The allocation of the purchase price to our assets and liabilities is subject to further adjustment and refinement for any contingent performance purchase price. See Note 2 of Notes to Consolidated Financial Statements herein.

The net decrease in assets reflects the write-down of goodwill, certain intangible assets, investments in joint ventures, and property, plant and equipment to reflect TPG’s nominal purchase price.

The accounting for our change in majority owner and the related debt restructuring is more fully described in Note 2 of Notes to Consolidated Financial Statements herein.

Inventory Reserves

We adjust the value of our obsolete and unmarketable inventory to the estimated market value based upon assumptions of future demand and market conditions. If actual market conditions are less favorable than those projected by management, additional inventory write-downs may be required.

Impairment of Long-Lived Assets and Long-Lived Assets to Be Disposed of

Effective January 1, 2002, we adopted SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets. SFAS No. 144 requires that long-lived assets to be disposed of by sale, including those of discontinued operations, be measured at the lower of carrying amount or fair value less cost to sell, whether reported in continuing operations or discontinued operations. In accordance with SFAS No. 144, we have measured long-lived assets to be disposed of by sale (which consists solely of our Spartanburg facility) at the lower of carrying amount or fair value less cost to sell.

22

MANAGEMENT’S DISCUSSION AND ANALYSIS

Prior to the adoption of SFAS No. 144, we reviewed long-lived assets to assess recoverability from future operations using future net cash flows. When necessary, we recorded charges for impairments at the amount by which the present value of the future cash flows was less than the carrying value of the assets. Assets to be disposed of were valued at the carrying amount or at fair value, less costs to sell, if lower.

Income Taxes

Deferred taxes arise because of different treatment between financial statement accounting and tax accounting, known as temporary differences. We record the tax effect of these temporary differences as deferred tax assets (generally items that can be used as a tax deduction or credit in future periods) and deferred tax liabilities (generally items that we received a tax deduction for, but have not yet been recorded in the statement of operations). A valuation allowance is recorded when management believes it is more likely than not that some items recorded as deferred tax assets will not be realized.

We provide for U.S. income taxes, net of available foreign tax credits, on earnings of consolidated international subsidiaries that we plan to remit to the U.S. We do not provide for U.S. income taxes on the remaining earnings of these subsidiaries, as we expect to reinvest these earnings overseas or we expect the taxes to be minimal based upon available foreign tax credits.

Section 382 of the IRC restricts the utilization of net operating losses and other carryover tax attributes upon the occurrence of an ownership change, as defined. Such an ownership change occurred during 2001 as a result of the acquisition by TPG, as described in Company Overview above. As a result of the ownership change, approximately $861 million of our U.S. net operating loss carryforwards was applied to reduce our tax attributes under IRC Section 108(b). Our remaining pre-2002 U.S. net operating losses of approximately $39 million have a negligible value under the restrictions of Section 382. To the extent that any U.S. or foreign net operating loss carryforwards remain, we have recognized a valuation allowance to fully offset any associated deferred tax assets. In 2002, we reviewed our total net deferred taxes by taxable jurisdiction and recognized a valuation allowance where it was deemed more likely than not that we would be unable to realize a benefit from these assets.

Push-down accounting as described in Company Overview above created differences in the bases of certain assets and liabilities for financial statement accounting and for tax accounting. These differences resulted in the recognition of a net deferred tax asset. We reviewed our total net deferred tax assets by taxable jurisdiction and recognized a valuation allowance where it was determined more likely than not that we would be unable to realize a benefit from these assets.

Revenue Recognition

We record revenue from product sales when the goods are shipped and title passes to the customer. Our wafers are made to customer specifications at plant sites that have been pre-qualified by the customer. We conduct rigorous quality control and testing procedures to ensure that the finished wafers meet the customer’s specifications before the product is shipped.

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

In June 2001, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards (SFAS) No. 143, Accounting for Asset Retirement Obligations, effective for fiscal years beginning after June 15, 2002. SFAS No. 143 addresses financial accounting requirements for retirement obligations associated with long-lived assets.

In July 2002, the FASB issued SFAS No. 146, Accounting for Costs Associated with Exit or Disposal Activities, effective prospectively to exit and disposal activities initiated after December 31, 2002.

In December 2002, the FASB issued SFAS No. 148, Accounting for Stock-Based Compensation – Transition and Disclosure, which amends SFAS No. 123, Accounting for Stock-Based Compensation, effective for fiscal years ended after December 15, 2002. SFAS No. 148 provides alternative methods of transition for a voluntary change to the fair value based method of accounting for stock-based employee compensation. In addition, SFAS No. 148 requires disclosures in both annual and interim financial

23

MANAGEMENT’S DISCUSSION AND ANALYSIS

statements of both the method of accounting for stock-based compensation and its effect on the financial statements. We continue to account for stock-based employee compensation in accordance with Accounting Principles Board Opinion No. 25 (Opinion 25), Accounting for Stock Issued to Employees. We have adopted the disclosure requirements of SFAS No. 148 effective December 31, 2002. See Notes 3 and 13 of Notes to Consolidated Financial Statements herein.

We do not believe the implementation of Statements No. 143 or 146 will have a material effect on our financial condition or results of operations.

MARKET RISK

The overall objective of our financial risk management program is to reduce the potential negative earnings effects from changes in foreign exchange and interest rates arising in our business activities. We manage these financial exposures through operational means and by using various financial instruments. These practices may change as economic conditions change.

To mitigate financial market risks of foreign currency exchange rates, we utilize currency forward contracts. We do not use derivative financial instruments for speculative or trading purposes. All of the potential changes noted below are based on sensitivity analyses performed on our financial positions at December 31, 2002 and 2001. Actual results may differ materially.

We have entered into certain Yen-denominated intercompany loans with our wholly-owned Japanese subsidiary. These inter-company loan balances are eliminated during the consolidation of our financial results. The effect of our translation of Yen-denominated amounts to U.S. Dollars can result in currency gains or losses in our statement of operations as a result of foreign exchange rate movements. We currently do not use financial instruments to hedge these intercompany translation-based exposures. These practices may change as economic conditions change.

We generally hedge transactional currency risks with currency forward contracts. Gains and losses on these foreign currency exposures are generally offset by corresponding losses and gains on the related hedging instruments, resulting in negligible net exposure to MEMC.

Our debt obligations are primarily of a fixed-rate nature. An adverse change (defined as a 100 basis point change) in interest rates on our total debt outstanding would result in a decline in income before taxes of approximately $3 million as of the end of 2002 and 2001.

A substantial majority of our revenue and capital spending is transacted in U.S. Dollars. However, we do enter into these transactions in other currencies, primarily the Japanese Yen, the Euro, the Korean Won, and certain other Asian currencies. To protect against reductions in value and volatility of future cash flows caused by changes in foreign exchange rates, we have established transaction-based hedging programs. Our hedging programs reduce, but do not always eliminate, the impact of foreign currency exchange rate movements. In addition, as indicated above, we have unhedged intercompany loans of approximately $79 million denominated in Japanese Yen. Our Korean subsidiary also has approximately $14 million in Korean Won exposure at December 31, 2002 and uses U.S. Dollar as its functional currency. An adverse change of 20 percent in both these Asian currencies versus the U.S. Dollar would result in approximately $19 million reduction in income before taxes.

This calculation assumes that each exchange rate would change in the same direction relative to the U.S. Dollar. In addition to the direct effects of changes in exchange rates, such changes typically affect the volume of sales or the foreign currency sales price as competitors’ products become more or less attractive. Our sensitivity analysis of the effects of changes in foreign currency exchange rates does not factor in a potential change in sales levels or local currency selling prices.

24

MANAGEMENT’S DISCUSSION AND ANALYSIS

RISK FACTORS

The Securities and Exchange Commission encourages companies to disclose forward-looking information so that investors can better understand a company’s future prospects and make informed investment decisions. This annual report contains such forward-looking statements that set out anticipated results based on management’s plans and assumptions. We have tried, wherever possible, to identify such statements by using words such as “anticipates,” “estimates,” “expects,” “projects,” “intends,” “plans,” “believes,” and words and terms of similar substance in connection with any discussion of future operating or financial performance.

Forward-looking statements in this report include those concerning:

• Our intent to continue to increase our focus on R&D in 2003 in order to maintain our innovative edge and match new products to emerging customer needs;

• Our belief that Optia^TM is increasingly critical as line widths continue to shrink;

• Our belief that our break-even annual revenue is nearly $500 million;

• Our intent to continue our relentless drive to reduce our costs, while at the same time delivering next generation products to our customers;

• Our belief that our new rigorous fiscal discipline will guide us to new levels of operating efficiency and move us towards our long-term model;

• Our goal of being self-funding;

• Our long-term steady-state model of continuously improving results irrespective of industry cycles;

• Our aim to lead our industry through a healthy balance of technology, market share, and profits;

• Our hope that the actions we have taken in 2002 will combine in 2003 to deliver another solid year for MEMC and our stockholders;

• Our belief that the new industry landscape favors MEMC;

• Our expectation that technology innovation will continue to drive our business and will be more rapidly commercialized by leveraging the new operational improvements we have introduced this past year;

• The potential for continued delivery of outstanding results;

• Our belief that it is more likely than not that, with our projection of future taxable income and after consideration of the valuation allowance, MEMC will generate sufficient taxable income to realize the benefits of the net deferred tax assets existing at December 31,2002;

• Our belief that we have the financial resources needed to meet business requirements for the next 12 months, including capital expenditures and working capital requirements;

• The impact of the implementation of SFAS Nos. 143 and 146;

• The impact of an adverse change in interest and currency exchange rates;

• Our expectation that, assuming the senior subordinated secured notes remain outstanding until their maturity, interest expense recorded in our statement of operations related to the accretion of the notes and related stated interest expense will be less than $1 million in each of the years 2003 through 2005, and approximately $7 million and $91 million in 2006 and 2007, respectively;

• Our expectation that $5.5 million of the restructuring reserve will be paid out in the first half of 2003;

• The adequacy and timing of the utilization of the remaining portion of our restructuring reserve; and

• The expectation that we will not pay dividends on our common stock in the foreseeable future.

25

MANAGEMENT’S DISCUSSION AND ANALYSIS

We cannot guarantee that any forward-looking statement will be realized, although we believe we have been prudent in our plans and assumptions. Achievement of future results is subject to risks and uncertainties, and actual results could vary materially from those anticipated, estimated or projected. Risks and uncertainties pertaining to MEMC include, but are not limited to:

• Market demand for wafers;

• Customer acceptance of our new products;

• Utilization of manufacturing capacity;

• Our ability to reduce manufacturing and operating costs;

• Inventory levels of our customers;

• Demand for semiconductors generally;

• The cyclicality of the semiconductor and wafer industries;

• The historically highly capital intensive nature of the wafer industry;

• Changes in the pricing environment;

• General economic conditions;

• Actions by competitors, customers and suppliers;

• The accuracy of our assumptions regarding the dismantling and sale of the Spartanburg facility;

• The impact of competitive products and technologies;

• Technological changes;

• Financing for extraordinary transactions;

• Changes in product specifications and manufacturing processes;

• Changes in financial market conditions;

• Changes in interest and foreign currency exchange rates;

• Changes in the plans and intentions of third parties, including TPG; and

• Other risks described in our filings with the Securities and Exchange Commission, including “Risk Factors” in our Form 10-K for the year ended December 31, 2002.

The forward-looking statements represent our estimates and assumptions only as of the date of this report. We undertake no obligation to publicly update forward-looking statements, whether as a result of new information, future events or otherwise.

26

CONSOLIDATED STATEMENTS OF OPERATIONS

DOLLARS IN THOUSANDS, EXCEPT SHARE DATA

							Predecessor
	Year ended Dec. 31, 2002			Nov. 14 through Dec. 31, 2001			Jan. 1 through Nov. 13, 2001			Year ended Dec. 31, 2000
Net sales	$	687,180		$	58,846		$	559,007		$	871,637
Cost of goods sold		513,722			70,577			598,764			742,662
Gross margin		173,458			(11,731	)		(39,757	)		128,975
Operating expenses:
Marketing and administration		65,786			7,973			61,747			69,182
Research and development		27,423			7,535			58,149			72,155
Restructuring costs		15,300			2,971			29,511			—
Operating income (loss)		64,949			(30,210	)		(189,164	)		(12,362	)
Nonoperating (income) expense:
Interest expense		73,356			3,599			78,449			78,801
Interest income		(6,836	)		(1,516	)		(6,773	)		(4,838	)
Royalty income		(3,195	)		(448	)		(2,978	)		(9,815	)
Other, net		(17,943	)		4,173			1,804			1,317
Total nonoperating expense		45,382			5,808			70,502			65,465
Income (loss) before income taxes, equity in income (loss) of joint ventures and minority interests		19,567			(36,018	)		(259,666	)		(77,827	)
Income taxes		16,712			1,576			239,352			(21,013	)
Income (loss) before equity in income (loss) of joint ventures and minority interests		2,855			(37,594	)		(499,018	)		(56,814	)
Equity in income (loss) of joint ventures		1,239			(2,822	)		441			14,664
Minority interests		(9,164	)		11,019			9,552			(1,240	)
Net loss	$	(5,070	)	$	(29,397	)	$	(489,025	)	$	(43,390	)
Cumulative preferred stock dividends	$	17,027		$	4,247			NA			NA
Net loss allocable to common stockholders	$	(22,097	)	$	(33,644	)	$	(489,025	)	$	(43,390	)
Basic and diluted loss per share	$	(0.17	)	$	(0.48	)	$	(7.03	)	$	(0.62	)
Weighted average shares used in computing basic and diluted loss per share		129,810,012			69,612,900			69,612,900			69,596,861

See accompanying notes to consolidated financial statements.

27

CONSOLIDATED BALANCE SHEETS

DOLLARS IN THOUSANDS, EXCEPT SHARE DATA

	December 31,
	2002			2001
Assets
Current assets:
Cash and cash equivalents	$	119,651		$	75,356
Short-term investments		45,995			31,803
Accounts receivable, less allowance for doubtful accounts of $3,294 and $3,341 in 2002 and 2001, respectively		95,022			67,420
Inventories		85,106			69,947
Prepaid and other current assets		17,934			19,504
Total current assets		363,708			264,030
Property, plant and equipment, net		184,875			200,705
Investments in joint ventures		16,820			15,581
Goodwill, net of accumulated amortization of $736 in 2002 and 2001		3,761			3,761
Deferred tax assets, net		33,668			30,059
Other assets		28,850			35,198
Total assets	$	631,682		$	549,334
Liabilities and Stockholders’ Deficiency
Current liabilities:
Short-term borrowings and current portion of long-term debt	$	123,640		$	75,873
Accounts payable		68,014			52,079
Accrued liabilities		33,986			50,303
Customer deposits		15,055			19,370
Provision for restructuring costs		7,808			10,505
Income taxes payable		14,183			1,994
Accrued wages and salaries		23,387			11,575
Total current liabilities		286,073			221,699
Long-term debt, less current portion		160,998			144,743
Pension and similar liabilities		104,866			100,804
Customer deposits		19,617			25,373
Other liabilities		26,812			25,881
Total liabilities		598,366			518,500
Minority interests		57,996			51,083
Redeemable preferred stock:
Preferred stock, $.01 par value, $1,000 stated value per share, 0 and 260,000 shares issued and outstanding at 2002 and 2001, respectively, liquidation value of $0 and $264,247 at 2002 and 2001, respectively		—			4,247
Commitments and contingencies
Stockholders’ equity (deficiency):
Preferred stock, $.01 par value, 50,000,000 shares authorized, 0 and 260,000 shares issued and outstanding at 2002 and 2001, respectively (see above)		—			—
Common stock, $.01 par value, 300,000,000 and 200,000,000 shares authorized in 2002 and 2001, respectively, 196,461,339 and 70,542,105 issued in 2002 and 2001, respectively		1,965			705
Additional paid-in capital		26,965			8,081
Accumulated deficit		(34,467	)		(29,397	)
Accumulated other comprehensive income (loss)		(7,329	)		835
Deferred compensation		(7,094	)		—
Treasury stock: 929,205 shares in 2002 and 2001		(4,720	)		(4,720	)
Total stockholders’ deficiency		(24,680	)		(24,496	)
Total liabilities and stockholders’ deficiency	$	631,682		$	549,334

See accompanying notes to consolidated financial statements.

28

CONSOLIDATED STATEMENTS OF CASH FLOWS

DOLLARS IN THOUSANDS

							Predecessor
	Year ended Dec. 31, 2002			Nov. 14 through Dec. 31, 2001			Jan. 1 through Nov. 13, 2001			Year ended Dec. 31, 2000
Cash flows from operating activities:
Net loss	$	(5,070	)	$	(29,397	)	$	(489,025	)	$	(43,390	)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation and amortization		34,160			5,271			169,341			173,085
Interest accretion		57,252			502			—			—
Minority interests		9,164			(11,019	)		(9,552	)		1,240
Equity in (income) loss of joint ventures		(1,239	)		2,822			(441	)		(14,664	)
Restructuring costs		3,764			1,345			16,179			—
(Gain) loss on sale of property, plant and equipment		(505	)		233			377			(2,789	)
Stock compensation		6,777			2,647			—			—
Deferred taxes		8			774			238,161			(38,601	)
Changes in assets and liabilities:
Accounts receivable		(21,719	)		5,323			67,322			(31,460	)
Income taxes		8,956			(354	)		(10,844	)		20,410
Inventories		(10,739	)		17,011			24,015			(16,417	)
Prepaid and other current assets		(308	)		1,812			(8,288	)		(10,246	)
Accounts payable		11,162			5,699			(18,659	)		(1,128	)
Accrued liabilities		(10,217	)		(265	)		1,270			4,198
Customer deposits		(10,071	)		—			(7,508	)		(8,249	)
Accrued wages and salaries		11,722			(9,658	)		(4,044	)		3,460
Other, net		3,592			2,343			12,021			16,591
Net cash provided by (used in) operating activities		86,689			(4,911	)		(19,675	)		52,040
Cash flows from investing activities:
Capital expenditures		(21,952	)		(6,995	)		(42,842	)		(57,812	)
Proceeds from sale of property, plant and equipment		1,032			51			94			3,060
Short-term investments, net		(14,192	)		1,043			(8,627	)		2,731
Refund of option payment		(7,500	)		—			—			—
Purchase of business, net of cash acquired		—			—			—			(16,290	)
Net cash used in investing activities		(42,612	)		(5,901	)		(51,375	)		(68,311	)
Cash flows from financing activities:
Net short-term borrowings		(23,322	)		(5,714	)		42,605			5,916
Proceeds from issuance of long-term debt		40,243			32,172			93,015			100,119
Principal payments on long-term debt		(25,901	)		(19,255	)		(61,830	)		(37,437	)
Dividend to minority interest		(2,251	)		—			(2,759	)		—
Proceeds from issuance of common stock		703			—			—			958
Capital contributions from E.ON AG		—			37,000			—			—
Expenses related to recapitalization		—			(24,220	)		—			—
Net cash provided by (used in) financing activities		(10,528	)		19,983			71,031			69,556
Effect of exchange rate changes on cash and cash equivalents		10,746			(1,901	)		(2,435	)		(11,316	)
Net increase (decrease) in cash and cash equivalents		44,295			7,270			(2,454	)		41,969
Cash and cash equivalents at beginning of period		75,356			68,086			70,540			28,571
Cash and cash equivalents at end of period	$	119,651		$	75,356		$	68,086		$	70,540
Supplemental disclosures of cash flow information:
Interest payments, net of amount capitalized	$	18,732		$	1,856		$	68,546		$	76,026
Income taxes paid	$	11,648		$	854		$	5,638		$	3,201

See accompanying notes to consolidated financial statements.

29

CONSOLIDATED STATEMENTS OF

STOCKHOLDERS‘ EQUITY (DEFICIENCY)

DOLLARS IN THOUSANDS

	Common Stock		Additional Paid-in Capital			Accumulated Deficit			Accumulated Other Comprehensive Income (Loss)			Deferred Compensation			Treasury Stock			Total Stockholders’ Equity (Deficiency)			Total Compre-hensive Loss
Balance at December 31,1999	$	705	$	770,476		$	(299,317	)	$	(22,053	)	$	—		$	(17,020	)	$	432,791
Comprehensive loss:
Net loss		—		—			(43,390	)		—			—			—			(43,390	)		(43,390	)
Net translation adjustment		—		—			—			(24,640	)		—			—			(24,640	)		(24,640	)
Minimum pension liability (net) of $293 tax		—		—			—			459			—			—			459			459
Stock plans, net		—		1,199			—			—			—			—			1,199			—
Total comprehensive loss																						(67,571	)
Balance at December 31, 2000		705		771,675			(342,707	)		(46,234	)		—			(17,020	)		366,419
Comprehensive loss:
Net loss, January 1 to November 13		—		—			(489,025	)		—			—			—			(489,025	)		(489,025	)
Net translation adjustment		—		—			—			(2,203	)		—			—			(2,203	)		(2,203	)
Total comprehensive loss																						(491,228	)
Balance at November 13, 2001		705		771,675			(831,732	)		(48,437	)		—			(17,020	)		(124,809	)
Comprehensive loss:
Net loss, November 14 to December 31		—		—			(29,397	)		—			—			—			(29,397	)		(29,397	)
Net translation adjustment		—		—			—			6,952			—			—			6,952			6,952
Deferred compensation		—		2,647			—			—			—			—			2,647			—
Purchase accounting		—		(761,994	)		831,732			42,320			—			12,300			124,358			—
Cumulative preferred stock dividend		—		(4,247	)		—			—			—			—			(4,247	)		—
Total comprehensive loss																						(22,445	)
Balance at December 31, 2001		705		8,081			(29,397	)		835			—			(4,720			(24,496	)
Comprehensive loss:
Net loss		—		—			(5,070	)		—			—			—			(5,070	)		(5,070	)
Net translation adjustment		—		—			—			(5,713	)		—			—			(5,713	)		(5,713	)
Minimum pension liability (net) of $0 tax		—		—			—			(2,451	)		—			—			(2,451	)		(2,451	)
Stock plans, net		10		15,887			—			—			(7,094	)		—			8,803			—
Conversion of preferred stock		1,250		20,024			—			—			—			—			21,274			—
Cumulative preferred stock dividend		—		(17,027	)		—			—			—			—			(17,027	)		—
Total comprehensive loss																					$	(13,234	)
Balance at December 31, 2002	$	1,965	$	26,965		$	(34,467	)	$	(7,329	)	$	(7,094	)	$	(4,720	)	$	(24,680	)

See accompanying notes to consolidated financial statements.

30

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DOLLARS IN THOUSANDS, EXCEPT SHARE DATA

1 • NATURE OF OPERATIONS

MEMC Electronic Materials, Inc. and subsidiaries (MEMC) is a leading worldwide producer of wafers for the semiconductor industry. We have production facilities owned directly in Italy, Japan, Malaysia, South Korea, and the United States and through a joint venture in Taiwan. Our customers include virtually all major semiconductor device manufacturers in the world, including the major memory, microprocessor and application specific integrated circuit (ASIC) manufacturers, as well as the world’s largest foundries.

2 • CHANGE IN MAJORITY OWNER AND DEBT RESTRUCTURING

On November 13, 2001, an investor group led by Texas Pacific Group (TPG) purchased from E.ON and its affiliates (E.ON) all of E.ON’s debt and equity holdings in MEMC for a nominal purchase price of 6 dollars. In addition, on that date MEMC and TPG restructured MEMC’s debt acquired by TPG from E.ON and TPG committed to provide MEMC with a five-year $150,000 revolving credit facility. The revolving credit facility was subsequently replaced with a revolving facility from Citibank/UBS, guaranteed by TPG. TPG exchanged previously outstanding debt of approximately $860,000 for 260,000 shares of our Series A Cumulative Convertible Preferred Stock (Preferred Stock) with a stated value of $260,000, $50,000 in principal amount of our senior subordinated secured notes maturing in November 2007 and warrants to purchase 16,666,667 shares of our common stock. TPG also retained a 55 million Euro in principal amount note issued by our Italian subsidiary and guaranteed by MEMC.

In June 2001, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards (SFAS) No. 141, Business Combinations, effective for fiscal years beginning after December 15, 2001. SFAS No. 141 eliminates the pooling of interests method of accounting for business combinations initiated after June 30, 2001. We adopted SFAS No. 141 in 2001 and accounted for these transactions in accordance with SFAS No. 141.

As a result of the purchase of E.ON’s equity interest by TPG and the rights possessed by TPG through its ownership of the Preferred Stock as of November 13, 2001, we applied purchase accounting and pushed down TPG’s nominal basis in MEMC to our accounting records, reflected in our consolidated financial statements subsequent to November 13, 2001. We assumed that on November 13, 2001, upon full conversion of the Preferred Stock, excluding any accrued but unpaid dividends, TPG would have owned 89.4% of MEMC’s common stock.

In accordance with the terms and conditions of the purchase agreement between E.ON and TPG, TPG agreed to a contingent performance purchase price payment to E.ON in an aggregate amount equal to the following:

• $0 if MEMC’s Earnings Before Interest, Taxes, Depreciation and Amortization (EBITDA), as defined, for fiscal year 2002 is less than $100,000; or

• $30,000, if MEMC’s EBITDA for fiscal year 2002 equals or exceeds $100,000, but is less than $150,000; or

• $75,000, if MEMC’s EBITDA for fiscal year 2002 equals or exceeds $150,000, but is less than $300,000; or

• $150,000, if MEMC’s EBITDA for fiscal year 2002 equals or exceeds $300,000.

Should any such payment be made, it would be considered as additional TPG purchase price and would be pushed down to our financial statements. We would then write up the value of our assets on a pro rata basis up to but not exceeding their fair market values. Due to the uncertainty as to which level of contingent performance purchase price might be paid, if any, we did not consider this contingency in applying purchase accounting as of November 13, 2001. As of December 31, 2002, no adjustments have been made for contingent performance purchase price, if any, due to the continued uncertainty. TPG has advised us that it does not believe a contingent performance purchase price payment needs to be made. Final determination of whether there will be such a payment will be made pursuant to the purchase agreement between TPG and E.ON.

To revalue our assets and liabilities, we first estimated their fair market values. To the extent the fair market value differed from the book value, 89.4% of that difference was recorded as an adjustment to the carrying value of the respective asset or liability. To the extent the adjusted net carrying value of assets and liabilities exceeded the pushed down basis of TPG’s investment in

31

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DOLLARS IN THOUSANDS, EXCEPT SHARE DATA

MEMC, negative goodwill to be allocated of approximately $983,000 was generated. The negative goodwill was then allocated to the amounts that otherwise would have been recorded to goodwill and other identifiable intangible assets, investments in joint ventures, and property, plant and equipment. The fair market value of assets and liabilities was determined as follows:

• The fair market value of all current assets and liabilities approximated book value. In addition, the fair market value of certain other long-term liabilities and minority interests approximated book value.

• The fair market value of property, plant and equipment was derived by estimating depreciated replacement cost.

• Goodwill was estimated to have no fair market value.

• Software and other intangibles in the balance sheet caption “Other assets” were estimated to have no fair market value. The fair market value of all other assets contained in this caption approximated book value.

• The fair market value of pension and similar liabilities was determined by calculating the excess of the actuarially calculated projected benefit obligations and accumulated benefit obligations over the fair value of plan assets.

• The fair value of long-term customer deposits was determined by calculating the net present value of expected future payments.

Negative goodwill was allocated, on a pro rata basis, between property, plant and equipment, investments in joint ventures, goodwill and other intangible assets. Negative goodwill was allocated further to individual assets within property, plant and equipment using the estimated depreciated replacement cost. The process of allocating negative goodwill also created new deferred tax assets. To the extent we believed it was more likely than not that the benefit of these deferred tax assets would not be realized, a valuation allowance was established. To the extent a net deferred tax asset was recognized, it resulted in a further reduction to the new carrying amount of property, plant and equipment. As a result of this entire process, net deferred tax assets were increased by approximately $34,000, while the carrying amounts of property, plant and equipment and investments in joint ventures were reduced by approximately $983,000 and $34,000 respectively.

The process of revaluing the balance sheet as described above resulted in a significant write-down in the value of property, plant and equipment, goodwill and other intangible assets, and investments in joint ventures. Accordingly, depreciation and amortization subsequent to November 13, 2001 reflects the new basis of the underlying assets. The decreased depreciation and amortization of our 80%-owned subsidiaries also affected the 20% minority interest in their earnings subsequent to November 13, 2001.

This revaluation resulted in a net decrease to assets of approximately $800,000 and a net decrease to liabilities of approximately $900,000. The allocation of the purchase price to our assets and liabilities is subject to further adjustment and refinement for any contingent performance purchase price.

The net decrease in liabilities reflects the write-off of the debt acquired by TPG of approximately $910,000, together with related accrued interest of approximately $19,800. The senior subordinated secured notes and the 55 million Euro Italian subsidiary note were recorded at their combined fair market value of 2 dollars. We accreted the 55 million Euro note up to its face value in 2002, as the note was due and payable in September 2002, using the effective interest method. Interest expense related to the accretion of this note was approximately $54,000 in 2002. In September 2002, we amended the 55 million Euro note to provide for a 35 million Euro principal repayment on or before September 25, 2002 and a 20 million Euro principal repayment on or before April 15, 2003. The amended Euro note is unsecured and bears interest at 8%. Consistent with the terms of the amended Euro note, on September 24, 2002, we paid 35 million Euro to TPG.

We will accrete the senior subordinated secured notes up to their face value during the six years preceding their maturity using the effective interest method. Interest accretion in 2002 was less than $1 million. Assuming these notes remain outstanding until their maturity, interest expense recorded in our statement of operations related to the accretion of the notes and related stated interest expense will be less than $1,000 in each of the years 2003 through 2005, and approximately $7,000 and $91,000 in 2006 and 2007, respectively. In the event these notes are redeemed prior to their maturity, on the redemption date we will recognize interest expense equal to the remaining unaccreted face value of the notes and the related accrued but unpaid stated interest.

32

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DOLLARS IN THOUSANDS, EXCEPT SHARE DATA

The Preferred Stock, with an aggregate stated value of $260,000, was recorded at its fair value of 2 dollars. The warrants were recorded at their fair market value of less than 1 dollar.

On July 10, 2002, TPG converted the 260,000 shares of our Preferred Stock plus cumulative unpaid preferred dividends into approximately 125 million common shares, increasing its ownership to approximately 90%.

In connection with the restructuring, we have entered into a management advisory agreement with TPG. Pursuant to the agreement, TPG will provide management and financial advisory services to us as requested by our Board of Directors in exchange for a management advisory fee of $2,000 per year plus related out-of-pocket expenses, and additional compensation if TPG acts as a financial advisor to us for future transactions such as a merger or debt or equity financing.

Our consolidated financial statements for the periods ended before November 14, 2001 (predecessor) were prepared using our historical basis of accounting. The comparability of our operating results for these periods and the periods following push-down accounting is affected by the purchase accounting adjustments.

3 • SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(a) Basis of Presentation

In preparing the financial statements, we use some estimates and assumptions that may affect reported amounts and disclosures. Estimates are used when accounting for depreciation, amortization, employee benefits and asset valuation allowances. Our actual results could differ from those estimates. Certain prior period amounts have been reclassified to conform with the current period presentation.

(b) Principles of Consolidation

Our consolidated financial statements include the accounts of MEMC Electronic Materials, Inc. and our wholly and majority-owned subsidiaries. We account for investments of less than 50% in joint venture companies using the equity method. All significant transactions among our subsidiaries have been eliminated.

(c) Cash Equivalents

Cash equivalents include items almost as liquid as cash, such as overnight investments and short-term time deposits with maturity periods of three months or less when purchased. Our cash equivalents at December 31, 2002 include $4,866 of cash which is restricted by terms of two annually renewable letter of credit agreements.

(d) Short-term Investments

Short-term investments include certain investments of our Korean subsidiary and are managed by various investment trust companies within Korea. These investments, which have been stated at their respective fair market values, are considered low risk and highly liquid. The underlying trust companies invest primarily in investment grade Korean company corporate bonds and debentures and to a lesser extent Korean company common stock. Unrealized gains or losses are recognized in the statement of operations as nonoperating (income) expense. Unrealized gains at December 31, 2002 and 2001 were $2,676 and $1,953, respectively.

Our Korean subsidiary had cash and cash equivalents and short-term investments on hand of $107,000 at December 31, 2002. Of this amount, approximately $77,000 is subject to regulatory approval on transferability outside Korea. At December 31, 2002, our share of our Korean subsidiary’s net assets subject to such approval on transferability was approximately $26,000.

33

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DOLLARS IN THOUSANDS, EXCEPT SHARE DATA

(e) Inventories

We value our inventories at cost or market, if lower. Cost is determined as follows:

• Raw materials and supplies inventories at moving average actual costs;

• Goods in process at actual costs; and

• Finished goods at standard costs, which approximate actual costs.

We adjust the value of our obsolete and unmarketable inventory to the estimated market value based upon assumptions of future demand and market conditions. If actual market conditions are less favorable than those projected by management, additional inventory write-downs may be required.

(f) Property, Plant and Equipment

Prior to the transactions described in Note 2 above, our property, plant and equipment was valued at cost. Effective as of November 14, 2001, we revalued our property, plant and equipment to reflect the push-down of TPG’s nominal basis in MEMC.

We depreciate property, plant and equipment evenly over the assets’ estimated useful lives as follows:

	Years
Land improvements	6-15
Buildings and building improvements	10-30
Machinery and equipment	3-12

The cost of constructing facilities and equipment and developing internal use software includes interest costs. These interest costs totaled $23, $565, and $1,017 in 2002, 2001, and 2000, respectively.

(g) Goodwill

Prior to the transactions described in Note 2 above, goodwill represented the difference between the purchase price of acquired businesses and the fair value of their net assets when accounted for by the purchase method. Effective November 14, 2001, we wrote down goodwill as a result of the push-down of TPG’s nominal basis in MEMC.

Effective January 1, 2002, we adopted Statement of Financial Accounting Standards (SFAS) No. 142, Goodwill and Other Intangible Assets. This statement requires, among other things, the discontinuation of goodwill amortization for business combinations before July 1, 2001 and completion of a transitional goodwill impairment test. If a reporting unit’s carrying amount exceeds its estimated fair value, a goodwill impairment is recognized to the extent that the reporting unit’s carrying amount of goodwill exceeds the implied fair value of the goodwill. We conducted a transitional goodwill test and believe there is no indication of impairment at December 31, 2002. We have recorded no impairment charges in 2002.

Prior to the adoption of SFAS No. 142, we amortized goodwill evenly over periods estimated to be benefited, not exceeding 40 years. We reviewed goodwill to assess recoverability from future operations using expected future cash flows. When necessary, we recorded charges for impairments at the amount by which the present value of future cash flows was less than the carrying value of these assets. There was no indication of impairment of goodwill at December 31, 2001.

(h) Computer Software Developed or Obtained for Internal Use

Prior to the transactions described in Note 2 above, computer software developed or purchased for internal use was valued at cost. Effective November 14, 2001, we wrote down the book value of our computer software as a result of the push-down of TPG’s nominal basis in MEMC. We amortize the carrying value evenly over the estimated useful life of the software. We expense costs related to the preliminary project and the post-implementation/operations stages of computer software development as incurred.

34

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DOLLARS IN THOUSANDS, EXCEPT SHARE DATA

(i) Impairment of Long-Lived Assets and Long-Lived Assets to Be Disposed of

Effective January 1, 2002, we adopted SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets. SFAS No. 144 requires that long-lived assets to be disposed of by sale, including those of discontinued operations, be measured at the lower of carrying amount or fair value less cost to sell, whether reported in continuing operations or discontinued operations. In accordance with SFAS No. 144, we have measured long-lived assets to be disposed of by sale (which consists solely of our Spartanburg facility) at the lower of carrying amount or fair value less cost to sell.

Prior to the adoption of SFAS No. 144, we reviewed long-lived assets to assess recoverability from future operations using future net cash flows. When necessary, we recorded charges for impairments at the amount by which the present value of the future cash flows was less than the carrying value of the assets. Assets to be disposed of were valued at the carrying amount or at fair value, less costs to sell, if lower. There was no indication of impairment at December 31, 2001.

(j) Impairment of Investments in Joint Ventures

We assess the impairment of investments in joint ventures by comparing the carrying amount of the asset to future net cash flows. In addition, the level of commitment of the joint ventures’ shareholders, the wafer markets serviced by the joint ventures, and the customer qualifications at the joint ventures are also considered. There is no indication of impairment of these investments at December 31, 2002 or 2001.

(k) Debt

Liabilities with face values greater than their carrying values are accreted to their face values as interest expense using the effective interest method.

(l) Redeemable Prefer red Stock

The Preferred Stock, with an aggregate stated value of $260,000, was initially recorded at its fair value of 2 dollars. The Preferred Stock was redeemable at the option of the holder on or after the eighth anniversary of the date of issuance. Accordingly, the Preferred Stock was being accreted up to its stated value over this eight-year period and recorded as a charge to earnings available to common stockholders. The Preferred Stock also contained an embedded beneficial conversion feature. The intrinsic value of the beneficial conversion feature was limited to the purchase price allocated to the Preferred Stock, or 2 dollars. This intrinsic value was being amortized as a return to preferred stockholders using the effective interest method.

On July 10, 2002, TPG converted all of the Preferred Stock plus cumulative unpaid preferred dividends into approximately 125 million common shares.

(m) Revenue Recognition

We record revenue from product sales when the goods are shipped and title passes to the customer. Our wafers are made to customer specifications at plant sites that have been pre-qualified by the customer. We conduct rigorous quality control and testing procedures to ensure that the finished wafers meet the customer’s specifications before the product is shipped. Proceeds from the sale of wafers related to research and development activities not yet in commercial production are not included in net sales. Instead, these types of proceeds offset research and development expenses. Such proceeds totaled $0, $22,000 and $9,000, respectively, in 2002, 2001 and 2000.

(n) Derivative Financial Instruments

We generally use currency forward contracts to manage foreign currency exchange risk relating to current trade receivables with our foreign subsidiaries and current trade receivables with our customers denominated in foreign currencies (primarily Japanese

35

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DOLLARS IN THOUSANDS, EXCEPT SHARE DATA

Yen and Euro). The purpose of our foreign currency hedging activities is to protect us from the risk that the dollar net cash flows resulting from foreign currency transactions will be negatively affected by changes in exchange rates. We do not hold or issue financial instruments for speculative or trading purposes.

We have entered into certain Yen-denominated intercompany loans with our wholly-owned Japanese subsidiary. These inter-company loan balances are eliminated during the consolidation of our financial results. The effect of our translation of Yen-denominated amounts to U.S. Dollars can result in currency gains or losses as a result of foreign exchange rate movements. We currently do not use financial instruments to hedge these intercompany translation-based exposures.

Gains or losses on our forward exchange contracts, as well as the offsetting losses or gains on the related hedged receivables, are included in nonoperating (income) expense in the statement of operations. Net currency gains (losses) on unhedged foreign currency positions totalled $11,157, $(3,540), and $169 in 2002, 2001, and 2000, respectively.

(o) Translation of Foreign Currencies

We determined the functional currency of each subsidiary based on a number of factors, including the predominant currency for the subsidiary’s expenditures and the subsidiary’s borrowings. When the subsidiary’s local currency is considered its functional currency, we translate its financial statements to U.S. Dollars as follows:

• Assets and liabilities using rates in effect at the balance sheet date; and

• Statement of operations accounts at average rates for the period.

Adjustments from the translation process are presented in accumulated other comprehensive income (loss) in stockholders’ equity (deficiency).

(p) Income Taxes

Deferred taxes arise because of different treatment between financial statement accounting and tax accounting, known as temporary differences. We record the tax effect of these temporary differences as deferred tax assets (generally items that can be used as a tax deduction or credit in future periods) and deferred tax liabilities (generally items that we received a tax deduction for, but have not yet been recorded in the statement of operations). A valuation allowance is recorded when management believes it is more likely than not that some items recorded as deferred tax assets will not be realized.

We provide for U.S. income taxes, net of available foreign tax credits, on earnings of consolidated international subsidiaries that we plan to remit to the U.S. We do not provide for U.S. income taxes on the remaining earnings of these subsidiaries, as we expect to reinvest these earnings overseas or we expect the taxes to be minimal based upon available foreign tax credits.

(q) Stock-Based Compensation

We account for our stock-based compensation under Accounting Principles Board Opinion No. 25 (Opinion 25), Accounting for Stock Issued to Employees, and related interpretations. We record compensation expense related to restricted stock awards over the vesting periods of the awards and reflect the unearned portion of deferred compensation as a separate component of stockholders’ equity (deficiency). We recognize compensation cost for fixed awards with ratable vesting in the period in which the awards are earned.

No compensation cost has been recognized for non-qualified stock options granted under the plans when the exercise price of the stock options equals the market price on the date of the grant. Compensation expense equal to the intrinsic value of the options has been recognized for options granted at a price below the market price on the date of the grant. Had compensation cost been

36

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DOLLARS IN THOUSANDS, EXCEPT SHARE DATA

determined for our non-qualified stock options based on the fair value at the grant dates consistent with the alternative method set forth under Statement of Financial Accounting Standards No. 123, “Accounting for Stock-Based Compensation,” we would have reported the following amounts indicated below:

							Predecessor
	Year ended Dec. 31, 2002			Nov. 14 through Dec. 31, 2001			Jan. 1 through Nov. 13, 2001			Year ended Dec. 31, 2000
	DOLLARS IN THOUSANDS, EXCEPT SHARE DATA
Net loss allocable to common stockholders, as reported	$	(22,097	)	$	(33,644	)	$	(489,025	)	$	(43,390	)
Add:
Stock-based employee compensation included in reported net loss, net of related tax effects		8,403			287			1,891			—
Deduct:
Total stock-based employee compensation expense determined under fair value based method for all awards, net of related tax effects		(16,242	)		(869	)		(5,736	)		(4,514	)
Pro forma net loss allocable to common stockholders	$	(29,936	)	$	(34,226	)	$	(492,870	)	$	(47,904	)
Loss per share:
Basic and diluted—as reported	$	(0.17	)	$	(0.48	)	$	(7.03	)	$	(0.62	)
Basic and diluted—pro forma	$	(0.23	)	$	(0.49	)	$	(7.08	)	$	(0.69	)

We estimate the fair value of options using the Black-Scholes option-pricing model and the following assumptions:

	2002		2001		2000
Risk-free interest rate	4.7	%	4.9	%	6.7	%
Expected stock price volatility	92.8	%	76.4	%	77.1	%
Expected term until exercise (years)	6		6		6
Expected dividends	0.0	%	0.0	%	0.0	%

(r) Contingencies

We record contingent liabilities when the amount can be reasonably estimated and the loss is probable.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DOLLARS IN THOUSANDS, EXCEPT SHARE DATA

4 • FAIR VALUE OF FINANCIAL INSTRUMENTS

We used the following methods and assumptions to estimate the fair value of derivative and other financial instruments at the balance sheet date:

• Short-term financial instruments (cash equivalents, short-term investments, accounts receivable and payable, income taxes receivable and payable, short-term borrowings, and accrued liabilities)—cost approximates fair value because of the short maturity period.

• Long-term debt—fair value is based on the amount of future cash flows associated with each debt instrument discounted at our current borrowing rate for similar debt instruments of comparable terms.

• At December 31, 2002, the $50,000 senior subordinated secured notes are valued at their notional amount, including accrued unpaid stated interest, as there is no market for similar debt instruments of comparable terms. At December 31, 2001, the 55 million Euro Italian subsidiary note (approximately $48,000) and the $50,000 senior subordinated secured notes were valued at their fair market values of less than $1, due to the proximity of the debt restructuring to year-end and to MEMC’s inability to obtain similar debt instruments of comparable terms.

• Currency forward contracts—fair value is measured by the amount that would have been paid to liquidate and repurchase all open contracts.

Information on the estimated fair values of financial instruments, both on and off balance sheet, is as follows:

	Carrying Amount		Notional Amount		Estimated Fair Value
	DOLLARS IN THOUSANDS
Long-term debt
2002	$	204,017	$	259,017	$	252,929
2001		175,856		225,856		177,396
Currency forward contracts (off-balance sheet)
2002		NA	$	18,338	$	422
2001		NA		28,215		313

5 • CREDIT CONCENTRATION

Our customers are in the semiconductor industry and are located in various geographic regions including the United States, Europe, Japan and Asia Pacific. Our customers are primarily well capitalized, and the concentration of credit risk is considered minimal. Sales to two customers accounted for approximately 29% and 28% of our net sales in 2002 and 2001, respectively. Sales to one customer accounted for approximately 18% of our net sales in 2000. No other customers constituted 10% or more of our net sales in 2002, 2001, or 2000.

6 • RESTRUCTURING COSTS

In 2002, we incurred charges of $15,300 primarily in connection with restructuring plans affecting approximately 450 salaried, hourly and temporary employees in the U.S., Italy, Korea, Malaysia, and Japan.

In the first quarter of 2002, we recorded an adjustment to reduce the restructuring reserve by $3,700. This amount was considered to be an adjustment to purchase accounting affecting our balance sheet at November 13, 2001, rather than as a current benefit in our statement of operations.

38

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DOLLARS IN THOUSANDS, EXCEPT SHARE DATA

In 2001, we reduced our workforce by approximately 2,300 employees, including U.S. and Malaysian salaried and hourly employees, and closed our small diameter wafer line at MEMC Southwest Inc. in Sherman, Texas. These actions were taken to balance our operating costs with the weakened product demand. MEMC Southwest is a joint venture 80%- owned by MEMC and 20%-owned by Texas Instruments.

We recorded total charges of $32,666 related to these actions in 2001. Of these charges, $17,524 was non-cash related. We also wrote off approximately $3,000 of inventory related to the closure of the small diameter wafer line at MEMC Southwest, which was included in cost of goods sold. In addition, we recorded an adjustment to reduce the previously existing restructuring reserve related to our former Chinese joint venture assets by $184.

Restructuring activity is as follows:

	Asset Impairment/ Write-off			Dismantling and Related Costs			Personnel Costs			Total
	DOLLARS IN THOUSANDS
Balance at January 1, 2000	$	890		$	11,524		$	425		$	12,839
Amounts utilized		(208	)		(3,432	)		(192	)		(3,832	)
Balance at December 31, 2000		682			8,092			233			9,007
Charges taken		14,665			2,274			15,543			32,482
Amounts utilized		(14,857	)		(4,581	)		(11,546	)		(30,984	)
Balance at December 31, 2001		490			5,785			4,230			10,505
Purchase accounting adjustment		—			(3,201	)		(499	)		(3,700	)
Charges taken		815			(85	)		14,570			15,300
Amounts utilized		(817	)		(668	)		(12,812	)		(14,297	)
Reclassification		—			28			(28	)		—
Balance at December 31, 2002	$	488		$	1,859		$	5,461		$	7,808

In the period November 14, 2001 to December 31, 2001, charges taken totaled $2,971 and amounts utilized totaled $2,892.

The Spartanburg, South Carolina facility has been written down to its estimated net realizable value. The closing of this facility was completed in the second quarter of 1999, and final product shipments were made from this facility in the third quarter of 1999. We have entered into a contract for the sale of this facility.

Of the $7,808 restructuring reserve at December 31, 2002, approximately $5,461 is expected to be paid out in the first half of 2003. Timing for utilization of the remainder of the reserve, which relates to the Spartanburg facility, is primarily dependent on the timing of the closing of the sale of this facility. We believe the restructuring reserve at December 31, 2002 is adequate for the estimated costs remaining to exit this facility.

39

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DOLLARS IN THOUSANDS, EXCEPT SHARE DATA

7 • INVENTORIES

Inventories consist of the following:

	December 31,
	2002		2001
	DOLLARS IN THOUSANDS
Raw materials and supplies	$	23,067	$	30,882
Goods in process		23,745		22,088
Finished goods		38,294		16,977
	$	85,106	$	69,947

8 • PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment consists of the following:

	December 31,
	2002		2001
	DOLLARS IN THOUSANDS
Land and land improvements	$	6,183	$	4,673
Buildings and building improvements		110,243		106,559
Machinery and equipment		191,931		191,979
		308,357		303,211
Less accumulated depreciation		143,821		113,075
		164,536		190,136
Construction in progress		20,339		10,569
	$	184,875	$	200,705

9 • INVESTMENTS IN JOINT VENTURES

We have a 45% interest in Taisil Electronic Materials Corporation (Taisil), a company formed to manufacture and sell wafers in Taiwan.

Prior to September 29, 2000, we had a 40% interest in MEMC Korea Company (MKC), a company formed to manufacture and sell wafers in South Korea. Effective September 29, 2000, we purchased an additional 40% interest in MKC, which increased our ownership to 80%. Since that date, MKC’s financial results have been consolidated with MEMC. As a result of the financial consolidation, the information below includes the operating results of MKC only for the first nine months of 2000. MKC is not included in the balance sheet information below for either year.

Prior to the transactions described in Note 2 above, our investments in joint ventures were valued at our equity infusions into our joint ventures plus our ownership percentage of their respective annual net incomes or net losses. Effective November 14, 2001, we revalued our investments in joint ventures to reflect the push-down of TPG’s nominal basis in MEMC.

40

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DOLLARS IN THOUSANDS, EXCEPT SHARE DATA

Royalties earned under royalty agreements with the joint ventures and sales of intermediate and finished product by the joint ventures to MEMC were as follows:

	2002		2001		2000
	DOLLARS IN THOUSANDS
Royalties	$	3,195	$	3,426	$	9,815
Sales		4,367		4,539		39,300

A summary of the results of operations for 2002, 2001 and 2000, and financial position as of December 31, 2002 and 2001 of our unconsolidated joint ventures follows:

	December 31,
	2002		2001			2000
	DOLLARS IN THOUSANDS
Total for unconsolidated joint ventures:
Net sales	$	78,344	$	83,544		$	268,403
Gross margin		19,882		16,087			69,459
Net earnings (loss)		2,754		(5,289	)		33,539
Our share —
Net earnings (loss)	$	1,239	$	(2,381	)	$	14,664
Current assets	$	39,957	$	44,480
Noncurrent assets		126,758		151,340
Total assets		166,715		195,820
Current liabilities		49,142		70,359
Noncurrent liabilities		7,170		12,817
Total liabilities		56,312		83,176
Interests of others		64,947		63,432
Push-down accounting		28,636		33,631
Our investment	$	16,820	$	15,581

MKC and Taisil use the U.S. Dollar as their functional currency for U.S. GAAP purposes and do not hedge net Korean Won or New Taiwanese Dollar exposures.

10 • SHORT-TERM BORROWING AGREEMENTS

Our unsecured borrowings total approximately $80,621 at December 31, 2002, under approximately $119,558 of short-term loan agreements bearing interest at various rates ranging from 3.2% to 8.0% and renewable annually. Interest rates are negotiated at the time of the borrowings. Pursuant to transactions described in Note 2 above, TPG retained 55 million Euro in principal amount of a note then outstanding issued by our Italian subsidiary. In September 2002, we amended the 55 million Euro note to provide for a 35 million Euro principal repayment on or before September 25, 2002 and a 20 million Euro principal repayment on or before April 15, 2003. The amended Euro note is unsecured and bears interest at 8%. Consistent with the terms of the amended Euro note, on September 24, 2002, we made a 35 million Euro principal payment to TPG. Under the terms of the amended Euro note, the U.S. parent company has guaranteed payment of this note in the event our Italian subsidiary fails to pay in accordance with the note’s stated terms.

Our unsecured borrowings totaled approximately $44,760 at December 31, 2001.

41

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DOLLARS IN THOUSANDS, EXCEPT SHARE DATA

Non-cash accretion related to the 55 million Euro note approximated $54,000 in 2002 and is included in interest expense. Interest expense related to short-term borrowings from affiliates, excluding the accretion on the 55 million Euro note, was $472 for the year ended December 31, 2002 and $1,200 for the period November 14 to December 31, 2001.

Our weighted average interest rate on short-term borrowings was 5.2% and 5.4% at December 31, 2002 and 2001, respectively.

11 • LONG-TERM DEBT

Long-term debt consists of the following:

	December 31,
	2002		2001
	DOLLARS IN THOUSANDS
Owed to affiliates:
Senior subordinated secured notes with interest payable at 8% payable in kind in the first two years,14% payable in kind in the third and fourth years, and 14% payable in kind with optional payment in cash at the request of the note holders in the fifth and sixth years, $55,000 and $50,000 face value plus accrued stated interest in 2002 and 2001, respectively, due in 2007	$	—	$	—
Total owed to affiliates		—		—
Owed to nonaffiliates:
Notes with interest payable semiannually at rates ranging from 1.6% to 2.3%, due in 2002 through 2003		14,028		16,533
Notes with interest payable quarterly at rates ranging from 6.2% to 6.6%, due in 2002 through 2004		33,263		33,837
Notes with interest payable semiannually at rates ranging from 1.2% to 5.2%, due in 2002 through 2016		26,873		41,242
Notes with interest payable semiannually at rates ranging from 2.1% to 2.9%, due in 2003 through 2017		59,853		54,244
Revolving notes with interest payable quarterly at rates ranging from 2.9% to 3.3%, due in 2006		70,000		30,000
Total owed to nonaffiliates		204,017		175,856
Total long-term debt		204,017		175,856
Less current portion		43,019		31,113
	$	160,998	$	144,743

Pursuant to the transactions described in Note 2 above, TPG exchanged $860,000 of the total $910,000 of debt acquired from E.ON for shares of our Preferred Stock with a stated value of $260,000, $50,000 in principal of our senior subordinated secured notes maturing in November 2007 and warrants to purchase 16,666,667 shares of our common stock. We recorded the senior subordinated secured notes at their fair market value of 1 dollar. We will accrete the senior subordinated secured notes up to their face value during the six years preceding their maturity using the effective interest method. Interest accretion in 2002 was less than $1 million. Assuming these notes remain outstanding until their maturity, interest expense recorded in our statement of operations related to the accretion of the notes and related stated interest expense will be less than $1,000 in each of the years 2003 through 2005, and approximately $7,000 and $91,000 in 2006 and 2007, respectively. In the event these notes are redeemed prior to their maturity, on the redemption date we will recognize interest expense equal to the remaining unaccreted face value of the notes and the related accrued but unpaid stated interest. At December 31, 2002, the accreted value of these notes was less than one thousand dollars; however, the face value of these notes plus accrued stated interest was approximately $55,000.

42

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DOLLARS IN THOUSANDS, EXCEPT SHARE DATA

We have a $150,000 five-year revolving credit facility from Citibank/UBS (the Citibank/UBS Facility). TPG has guaranteed our obligations under this facility, and we have entered into a reimbursement agreement with the guarantors under which we have agreed to reimburse them for any payments made under the guaranty. Both the Citibank/UBS Facility and the reimbursement agreement are secured by substantially all of our domestic assets, including all of the capital stock of most of our domestic subsidiaries and 65% of the capital stock of certain of our foreign subsidiaries. Our domestic subsidiaries have guaranteed our obligations under the Citibank/UBS Facility and the reimbursement agreement. The subsidiary guaranties are supported by security interests in substantially all of the assets of our domestic subsidiaries. Loans can be made under this facility subject to certain conditions, bearing interest at LIBOR plus 1.5% or an alternate base rate (based upon the greater of the Federal funds rate plus 0.5% and the Citibank prime rate) plus 0.5% per annum. At December 31, 2002, we had drawn $70 million against this credit facility.

In connection with the amendment of the Euro note obligation, TPG has provided us with a five-year $35,000 revolving credit facility (the TPG Facility) bearing interest at a rate of LIBOR plus 10% or an alternate base rate plus 9%. The TPG Facility is guaranteed by our domestic subsidiaries and secured by substantially the same collateral that secures the Citibank/UBS Facility. As a condition to any borrowings under the TPG Facility, we must have repaid the Euro note obligation discussed in Note 10 above in full and must have borrowed all amounts available under the Citibank/UBS Facility. The commitments under the TPG Facility terminate and any outstanding loans under the facility, together with any accrued interest thereon, will become due and payable upon the closing and funding of a debt or equity financing in which the net proceeds to MEMC equal or exceed $100,000.

The Citibank/UBS Facility, the TPG Facility and the indenture for the senior subordinated secured notes contain certain covenants, including covenants to maintain minimum quarterly consolidated EBITDA; minimum monthly consolidated backlog; minimum monthly consolidated revenues; maximum annual capital expenditures; and other covenants customary for revolving loans and indentures of this type and size. In the event that we violate these covenants, the loan commitments under the revolving credit facilities may terminate and the loans and accrued interest then outstanding under the facilities and the senior subordinated secured notes and related accrued interest may be due and payable immediately.

Long-term debt totaling $65,458 owed to banks by our Japanese subsidiary is guaranteed by the U.S. parent company. These loans mature in years ranging from 2003 to 2017. Such guarantees would require the U.S. parent company to satisfy the loan obligations in the event that the Japanese subsidiary failed to pay such debt in accordance with its stated terms.

We have long-term committed loan agreements of approximately $374,017 at December 31, 2002, of which approximately $259,017 is outstanding, assuming the $50,000 senior subordinated secured notes are valued at face value plus accrued stated interest. We pay commitment fees of  ¹/2 of 1% on the unused portion of committed loan agreements.

Interest expense related to long-term notes payable to affiliates was $0 for the year ended December 31, 2002, $0 for the period November 14 to December 31, 2001, $69,523 for the period January 1 to November 13, 2001, and $72,929 in 2000.

The aggregate amounts of long-term debt maturing after December 31, 2002 are as follows:

	Face Value Plus Accrued Stated Interest		Carrying Amount
	DOLLARS IN THOUSANDS
2003	$	43,019	$	43,019
2004		40,779		40,779
2005		6,981		6,981
2006		76,433		76,433
2007		60,688		5,688
Thereafter		31,117		31,117
	$	259,017	$	204,017

43

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DOLLARS IN THOUSANDS, EXCEPT SHARE DATA

In October 1996, we entered into a financing arrangement with the City of O’Fallon, Missouri related to the expansion of our St. Peters facility. In total, the City of O’Fallon issued approximately $252,000 of industrial revenue bonds to us. At December 31, 2002 and 2001, $132,000 and $141,000 was outstanding relating to these bonds, respectively.

The bonds were exchanged by the City of O’Fallon for the assets related to the expansion, which we then leased for a period of 10 years for machinery and equipment and 15 years for building and building improvements. We have the option to purchase the machinery and equipment at the end of five years and the building and building improvements at the end of 10 years. The industrial revenue bonds bear interest at an annual rate of 6% and mature concurrent with the annual payments due under the terms of the lease.

We have classified the leased assets as property, plant and equipment and have established a capital lease obligation equal to the outstanding principal balance of the industrial revenue bonds. Lease payments may be made by tendering an equivalent portion of the industrial revenue bonds. As the capital lease payments to the City of O’Fallon may be satisfied by tendering industrial revenue bonds (which is our intention), the capital lease obligation, industrial revenue bonds and related interest expense and interest income, respectively, have been offset for presentation purposes in the consolidated financial statements.

12 • REDEEMABLE PREFERRED STOCK

The Series A Cumulative Convertible Preferred Stock (Preferred Stock) had a stated value of $1,000 per share and was convertible into our common stock at a price of $2.25 per share. As a result of the restructuring transactions, 260,000 shares of the Preferred Stock were issued to TPG. We recorded the Preferred Stock at its fair value of 2 dollars. The Preferred Stock was redeemable at the option of the holders on or after November 13, 2009. Accordingly, the Preferred Stock was being accreted up to its stated value over this eight-year period.

Dividends on the Preferred Stock were payable at the rate of 10% per annum if paid in cash. If not declared and paid quarterly, dividends accumulated at 12% per annum and were payable in common stock upon conversion of the preferred or were payable in cash upon redemption of the Preferred Stock, a change in control of MEMC or a liquidation, dissolution, or winding up of MEMC. At December 31, 2001, the Preferred Stock had a liquidation value, including accrued but unpaid dividends, of $264,247.

On July 10, 2002, TPG converted all of the outstanding Preferred Stock plus cumulative unpaid preferred dividends into 125,010,556 shares of our common stock. As a result, effective July 11, 2002, there is no further preferred dividend requirement as the Preferred Stock is no longer outstanding. Following the conversion of the Preferred Stock, the Series A Cumulative Convertible Preferred Stock was retired and may not be reissued.

13 • STOCKHOLDERS’ EQUITY (DEFICIENCY)

Preferred Stock

We have 50,000,000 authorized shares of $.01 par value preferred stock. The Board of Directors is authorized, without further action by the stockholders, to issue any or all of the preferred stock. The Series A Cumulative Convertible Preferred Stock was designated by our Board of Directors as a new series of preferred stock. See Note 12 above for a further description of the Series A Cumulative Convertible Preferred Stock.

44

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DOLLARS IN THOUSANDS, EXCEPT SHARE DATA

Warrants

Pursuant to the transactions described in Note 2 above, TPG received warrants to purchase 16,666,667 shares of our common stock. We recorded the warrants at their fair market value of less than 1 dollar. The warrants are exercisable at an exercise price of $3.00 per share of common stock and expire on November 13, 2011.

Common Stock

Holders of our $.01 par value common stock are entitled to one vote for each share held on all matters submitted to a vote of stockholders. Subject to the rights of any holders of preferred stock, holders of common stock are entitled to receive ratably such dividends as may be declared by the Board of Directors. In the event of our liquidation, dissolution or winding up, holders of our common stock are entitled to share ratably in the distribution of all assets remaining after payment of liabilities, subject to the rights of any holders of preferred stock.

We do not anticipate paying dividends on our common stock in the foreseeable future. The declaration and payment of future dividends on our common stock, if any, will be at the sole discretion of the Board of Directors and is subject to restrictions as contained in the Citibank/UBS Facility, the TPG Facility, the indenture for the senior subordinated secured notes, and the restructuring agreement between MEMC and TPG.

Treasury Stock

Prior to the transactions described in Note 2 above, treasury stock was valued at cost. Effective November 14, 2001, we wrote down the carrying value of our treasury stock as a result of the push-down of TPG’s nominal basis in MEMC.

Stock-Based Compensation

We have equity incentive plans that provide for the award of incentive and non-qualified stock options, restricted stock and performance shares to employees, non-employee directors, and consultants. There are 15,277,045 shares authorized for grant under these plans.

Prior to 2002, non-qualified stock options to employees had typically been granted on January 1 and vested at a rate of 25% annually over four years. In 2002, options were granted with two-year, four-year, and seven-year cliff vesting, in addition to four-year ratable vesting. Prior to 2002, non-qualified stock options to non-employee directors had typically been granted on January 1 but vested at a rate of 33 ¹/3% annually over three years. In 2002, non-qualified stock options to non-employee directors were granted on July 25, 2002 and vest at a rate of 33 ¹/3% annually over three years. The maximum term of each option is 10 years.

The exercise price of stock options granted has historically equaled the market price on the date of the grant. Under the provision of Opinion 25, in this case, there is no recorded expense related to grants of stock options. Once exercisable, the employee can purchase shares of our common stock at the market price on the date we granted the option.

In certain circumstances, stock options have been granted at prices less than the market price on the date of grant. These options were either immediately vested or will vest over two to four years. Since these options were issued below the market price of our common stock on the date of issuance, compensation expense will be recognized for the intrinsic value of the options of approximately $12,800 using an accelerated method over the applicable vesting periods. Compensation expense related to these stock options was $5,886, $0, and $0 in 2002, 2001, and 2000, respectively.

Recipients of stock grants do not pay any cash for the shares. Stock grants to employees totaled 244,258 shares of our common stock in 2002. We also issued 589,409 shares of restricted stock in 2002, which vest within one year after issuance. The weighted average fair value of the restricted stock on the date of grant was $5.69. Forfeitures of restricted stock totaled 13,369 shares in 2002. Recipients of restricted stock do not pay any cash consideration for the shares, have the right to vote all shares subject to such grant, and have dividend rights with respect to such shares, whether or not the shares have vested. We recorded compensation expense related to stock grants and restricted stock of $2,318, $2,178, and $0 in 2002, 2001, and 2000, respectively. There is no deferred compensation expense related to the stock grants or restricted stock at December 31, 2002.

45

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DOLLARS IN THOUSANDS, EXCEPT SHARE DATA

The following table summarizes the activity for the stock option plans:

	Shares		Weighted-   Average Option Price		Weighted-Average Fair Value of Options Granted
Year ended December 31, 2002:
Outstanding at beginning of year	2,976,180		$	13.71
Granted at market	2,272,000			4.15	$	3.37
Granted below market	5,440,650			2.60		3.86
Exercised	(83,375	)		8.44
Canceled	(1,373,575	)		10.20
Outstanding at end of year	9,231,880		$	5.38
Options exercisable at year-end	1,706,480		$	13.66
Year ended December 31, 2001:
Outstanding at beginning of year	2,697,784		$	15.25
Granted at market	609,600			9.44	$	6.60
Exercised	—			—
Canceled	(331,204	)		18.38
Outstanding at end of year	2,976,180		$	13.71
Options exercisable at year-end	1,686,655		$	16.02
Year ended December 31, 2000:
Outstanding at beginning of year	2,325,744		$	16.61
Granted at market	668,000			12.46	$	8.68
Exercised	(78,600	)		12.18
Canceled	(217,360	)		22.30
Outstanding at end of year	2,697,784		$	15.25
Options exercisable at year-end	1,596,343		$	17.56

The table below summarizes information concerning options outstanding at December 31, 2002:

	Options Outstanding				Options Exercisable
Range of Exercise Prices	Number Outstanding	Weighted- Average Remaining Contractual Life	Weighted- Average Exercise Price		Number Exercisable	Weighted- Average Exercise Price
$1.50 - 3.55	5,170,350	8.8 years	$	2.16	205,025	$	2.90
$4.99 - 9.88	2,890,050	8.3 years		6.27	464,850		8.90
$10.31 - 19.06	778,900	6.3 years		13.54	645,025		13.67
$20.13 - 49.50	392,580	2.8 years		24.93	391,580		24.94
	9,231,880	8.2 years	$	5.38	1,706,480	$	13.66

46

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DOLLARS IN THOUSANDS, EXCEPT SHARE DATA

14 • LOSS PER SHARE

The numerator of the basic and diluted loss per share calculation was net loss allocable to common stockholders. Cumulative preferred stock dividends were not added back to the net loss, as the related conversion of the Preferred Stock would have been antidilutive. For all annual periods, the Preferred Stock, the warrants, and the options outstanding were not considered in computing diluted loss per share, as they were antidilutive.

In January 2003 we granted options to purchase 631,300 shares of common stock at $7.90 to $8.75 per share. These options will vest ratably over four years.

15 • INCOME TAXES

Income (losses) before income taxes, equity in income (loss) of joint ventures and minority interests consists of the following:

							Predecessor
	Year ended Dec. 31, 2002			Nov. 14 through Dec. 31, 2001			Jan. 1 through Nov. 13, 2001			Year ended Dec. 31, 2000
	DOLLARS IN THOUSANDS
U.S.	$	(5,849	)	$	(33,001	)	$	(262,846	)	$	(126,651	)
Foreign		25,416			(3,017	)		3,180			48,824
	$	19,567		$	(36,018	)	$	(259,666	)	$	(77,827	)

Income tax (benefit) expense consists of the following:

	Current			Deferred			Total
	DOLLARS IN THOUSANDS
Year ended December 31, 2002:
U.S. federal	$	(479	)	$	—		$	(479	)
State and local		(62	)		—			(62	)
Foreign		18,516			(1,263	)		17,253
	$	17,975		$	(1,263	)	$	16,712
November 14 through December 31, 2001:
U.S. federal	$	335		$	—		$	335
State and local		398			—			398
Foreign		69			774			843
	$	802		$	774		$	1,576
January 1 through November 13, 2001:
U.S. federal	$	(6,726	)	$	228,643		$	221,917
State and local		111			10,382			10,493
Foreign		6,698			244			6,942
	$	83		$	239,269		$	239,352
Year ended December 31, 2000:
U.S. federal	$	1,228		$	(32,447	)	$	(31,219	)
State and local		786			(2,819	)		(2,033	)
Foreign		16,705			(4,466	)		12,239
	$	18,719		$	(39,732	)	$	(21,013	)

47

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DOLLARS IN THOUSANDS, EXCEPT SHARE DATA

Income tax (benefit) expense differed from the amounts computed by applying the U.S. federal income tax rate of 35% to (income) loss before income taxes, equity in income (loss) of joint ventures and minority interests as a result of the following:

							Predecessor
	Year ended Dec. 31, 2002			Nov. 14 through Dec. 31, 2001			Jan. 1 through Nov. 13, 2001			Year ended Dec. 31, 2000
	DOLLARS IN THOUSANDS
Income tax at federal statutory rate	$	6,848		$	(12,607	)	$	(90,883	)	$	(27,240	)
Increase (reduction) in income taxes:
Change in the valuation allowance for deferred tax asset		(10,071	)		11,009			321,594			(13,642	)
Reorganization items		215,432			—			—			—
Change in the valuation allowance for reorganization items		(215,432	)		—			—			—
Interest accretion		19,029			—			—			—
Foreign tax differences		2,260			78			10,681			20,787
State income taxes, net of federal benefit		(41	)		258			6,821			(1,321	)
Asset revaluation—foreign subsidiaries		(2,723	)		(330	)		(8,178	)		—
Investment incentives		(13	)		1,450			(43	)		(714	)
Other, net		1,423			1,718			(640	)		1,117
	$	16,712		$	1,576		$	239,352		$	(21,013	)

The tax effects of the major items recorded as deferred tax assets and liabilities are:

	December 31,
	2002			2001
	DOLLARS IN THOUSANDS
Deferred tax assets:
Inventories	$	8,248		$	9,510
Expense accruals		27,574			29,562
Property, plant and equipment		170,410			197,809
Pension, medical and other employee benefits		36,744			39,542
Net operating loss carryforwards		99,216			277,903
Alternative minimum tax credit carryforwards		2,260			3,760
Other		1,128			2,813
Total gross deferred tax assets		345,580			560,899
Less valuation allowance		(295,945	)		(522,943	)
Net deferred tax assets		49,635			37,956
Deferred tax liabilities:
Other		(15,491	)		(8,242	)
Total deferred tax liabilities		(15,491	)		(8,242	)
Net deferred tax assets	$	34,144		$	29,714

In 2001, we increased our deferred tax valuation allowance by $461,000 to fully reserve for all net deferred tax assets in tax jurisdictions in which we had a net deferred tax asset position. In making this determination, we considered the deterioration in our liquidity at that time, the reduction in the trading price range of our stock, the uncertainty at that time surrounding the

48

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DOLLARS IN THOUSANDS, EXCEPT SHARE DATA

terms and structure of the divestiture by E.ON of its interest in MEMC and, after the consummation of the TPG transaction, the limitations for federal income tax purposes on our ability to use our tax loss carryforwards under IRC Section 382. In 2002, we reviewed our total net deferred taxes by taxable jurisdiction and recognized a valuation allowance where it was deemed more likely than not that we would be unable to realize a benefit from these assets.

Our deferred tax assets and liabilities, netted by taxing location, are in the following captions in the balance sheet:

	December 31,
	2002		2001
	DOLLARS IN THOUSANDS
Current deferred tax assets (liabilities), net	$	476	$	(345	)
Noncurrent deferred tax assets, net		33,668		30,059
	$	34,144	$	29,714

Our federal and foreign net operating loss carryforwards at December 31, 2002 were $195,444, of which $24,195 will expire in 2003; $3,063 will expire in 2004; $76 will expire in 2006; $19,527 will expire in 2007; $38,895 will expire in 2020; and $109,688 will expire in 2022. We also have alternative minimum tax credit carryforwards available of $2,260.

Section 382 of the IRC restricts the utilization of net operating losses and other carryover tax attributes upon the occurrence of an ownership change, as defined. Such an ownership change occurred during 2001 as a result of the acquisition by TPG, as described in Note 2 above. As a result of the ownership change, approximately $861,000 of our U.S. net operating loss carryforwards was applied to reduce our tax attributes under IRC Section 108(b). Certain portions of our U.S. net operating losses may be subject to the restrictions of Section 382. To the extent that any U.S. or foreign net operating loss carryforwards remain, we have recognized a valuation allowance to fully offset any associated deferred tax assets. Accordingly, as of December 31, 2002, our net operating loss carryforwards do not carry any value in our consolidated balance sheet.

Push-down accounting as described in Note 2 above created differences in the bases of certain assets and liabilities for financial statement accounting and for tax accounting. These differences resulted in the recognition of a net deferred tax asset. We reviewed our total net deferred tax assets by taxable jurisdiction and recognized a valuation allowance where it was determined more likely than not that we would be unable to realize a benefit from these assets.

16 • BENEFIT PLANS

Prior to January 2, 2002, our defined benefit plan covered most U.S. employees. Benefits for this plan were based on years of service and qualifying compensation during the final years of employment. Effective January 2, 2002, we amended our defined benefit plan to discontinue future benefit accruals for certain participants. In addition, no new participants will be added to the plan.

We also have a nonqualified plan under the Employee Retirement Income Security Act of 1974. This plan provides benefits in addition to the defined benefit plan. Eligibility for participation in this plan requires coverage under the defined benefit plan and other specific circumstances. The nonqualified plan has been amended to discontinue future benefit accruals.

Prior to January 1, 2002, our health care plan provided postretirement medical benefits to full-time U.S. employees who met minimum age and service requirements. The plan is contributory, with retiree contributions adjusted annually, and contains other cost-sharing features such as deductibles and coinsurance. Effective January 1, 2002, we amended our health care plan to discontinue eligibility for certain participants. In addition, no new participants will be added to the plan.

Pursuant to the change in majority ownership as discussed in Note 2 above, effective as of November 14, 2001, we revalued our pension and postretirement related liabilities to their fair market values to reflect the push-down of TPG’s nominal basis in MEMC. Planned changes in provisions of the pension and postretirement plans, as well as curtailments resulting from reductions in the workforce and plan amendments, were contemplated in determining the fair market values of these liabilities.

49

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DOLLARS IN THOUSANDS, EXCEPT SHARE DATA

Net periodic pension cost consists of the following:

	Pension Plans									Health Care Plan
Year ended December 31,	2002			2001			2000			2002		2001			2000
	DOLLARS IN THOUSANDS
Service cost	$	3,408		$	7,067		$	6,240		$	409	$	1,280		$	1,383
Interest cost		9,365			9,983			8,977			3,502		3,811			3,693
Expected return on plan assets		(7,130	)		(8,187	)		(7,436	)		—		—			—
Amortization of service costs		—			484			579			—		(690	)		(707	)
Net actuarial loss/(gain)		—			360			110			—		(151	)		(163	)
Curtailment loss recognized		—			1,890			—			—		67			—
Net periodic benefit cost	$	5,643		$	11,597		$	8,470		$	3,911	$	4,317		$	4,206

The following summarizes the change in benefit obligation, change in plan assets, and funded status of the plans:

	Pension Plans						Health Care Plan
Year ended December 31,	2002			2001			2002			2001
	DOLLARS IN THOUSANDS
Change in benefit obligation:
Benefit obligation, beginning	$	154,124		$	121,783		$	55,932		$	50,012
Service cost		3,408			7,067			409			1,280
Interest cost		9,365			9,983			3,502			3,811
Amendments		658			5,364			—			—
Actuarial (gain)/loss		5,492			20,040			(68	)		1,546
Benefits paid		(20,583	)		(8,928	)		(3,789	)		(3,357	)
Curtailments		(16,424	)		(1,185	)		(4,522	)		2,640
Benefit obligation as of September 30		136,040			154,124			51,464	)		55,932
Change in plan assets:
Fair value of plan assets, beginning		89,500			104,074			—			—
Actual return on plan assets		(4,464	)		(8,607	)		—			—
Employer contributions		8,200			2,961			3,789			3,357
Benefits paid		(20,583	)		(8,928	)		(3,789	)		(3,357	)
Fair value of plan assets as of September 30		72,653			89,500			—			—
Funded status as of September 30		(63,387	)		(64,624	)		(51,464	)		(55,932	)
Unrecognized prior service cost		11			3,612			—			—
Unrecognized net actuarial (gain)/loss		14,826			21,895			(68	)		—
Fourth quarter contribution		112			5,301			947			536
Purchase accounting		—			(13,051	)		—			4,522
Accrued benefit cost at December 31	$	(48,438	)	$	(46,867	)	$	(50,585	)	$	(50,874	)
Amounts recognized in statement of financial position:
Accrued benefit liability	$	(51,648	)	$	(42,474	)	$	(51,532	)	$	(55,932	)
Fourth quarter contribution		112			5,301			947			536
Intangible asset		—			393			—			—
Accumulated other comprehensive income		3,098			2,964			—			—
Purchase accounting		—			(13,051	)		—			4,522	)
Accrued pension expense	$	(48,438	)	$	(46,867	)	$	(50,585	)	$	(50,874	)

50

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DOLLARS IN THOUSANDS, EXCEPT SHARE DATA

Pension plan assets are invested primarily in insurance contracts, marketable securities including common stocks, bonds and interest-bearing deposits.

For all of the above pension plans and for both periods presented, the accumulated benefit obligation was in excess of plan assets. The accumulated benefit obligation was $123,413 and $126,163 as of September 30, 2002 and 2001, respectively.

We recognized the curtailments related to the closure of the small diameter line at MEMC Southwest Inc. and the reductions in workforce during 2001.

The following is a table of the actuarial assumptions:

	Pension Plans				Health Care Plan
	2002		2001		2002		2001
Weighted-average assumptions:
Discount rate	6.75	%	7.25	%	6.75	%	7.25	%
Expected return on plan assets	8.00	%	8.00	%	NA		NA
Rate of compensation increase	4.50	%	4.50	%	4.50	%	4.50	%

An average increase of 10.25% in the cost of health care benefits was assumed for 2002. The rate was assumed to decrease 1% per year to 5.25% in 2007 and to remain at that level thereafter.

Assumed health care cost trend rates have a significant effect on the amounts reported for health care plans. A 1% change in the medical trend rate would have the following effects at December 31, 2002:

	1% Increase		1% Decrease
	DOLLARS IN THOUSANDS
Total service and interest cost components	$	36	$	(35	)
Postretirement benefit obligation		187		(182	)

We also have pension plans for our foreign subsidiaries. The aggregate pension expense and liability for these plans are not material to the consolidated financial statements.

17 • RETIREMENT SAVINGS PLAN

We sponsor a defined contribution plan under Section 401(k) of the IRC covering all U.S. salaried and hourly employees. Our contributions included in results of operations totaled $2,459, $3,140, and $3,633, for 2002, 2001, and 2000, respectively.

51

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DOLLARS IN THOUSANDS, EXCEPT SHARE DATA

18 • COMMITMENTS AND CONTINGENCIES

We lease buildings, equipment and automobiles under operating leases. Rental expense was $6,219, $8,320, and $17,607 in 2002, 2001, and 2000, respectively. This table shows future minimum rental commitments under noncancellable operating leases at December 31, 2002:

	DOLLARS IN THOUSANDS
2003	$	4,655
2004		3,192
2005		1,859
2006		149
Thereafter		—
	$	9,855

19 • GEOGRAPHIC SEGMENTS

We are engaged in one reportable segment—the design, manufacture and sale of wafers for the semiconductor industry.

Geographic financial information is as follows:

Net Sales to Customers:	2002		2001		2000
	DOLLARS IN THOUSANDS
United States	$	249,915	$	237,049	$	411,222
Japan		68,581		78,080		125,903
Korea		123,670		125,427		80,701
Italy		30,689		26,525		30,828
Other Foreign Countries		214,325		150,772		222,983
Total	$	687,180	$	617,853	$	871,637
Long-Lived Assets:	2002		2001		2000
	DOLLARS IN THOUSANDS
United States	$	131,718	$	158,881	$	744,172
Japan		36,584		37,023		184,386
Korea		13,882		9,800		190,157
Italy		32,271		27,929		96,378
Other Foreign Countries		19,851		21,612		61,468
Total	$	234,306	$	255,245	$	1,276,561

Net sales are attributed to countries based on the location of the customer. Investments in joint ventures are presented based on the countries in which they are located.

52

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DOLLARS IN THOUSANDS, EXCEPT SHARE DATA

20 • UNAUDITED QUARTERLY FINANCIAL INFORMATION

2002	First Quarter			Second Quarter			Third Quarter			Fourth Quarter
	DOLLARS IN THOUSANDS, EXCEPT SHARE DATA
Net sales	$	136,651		$	174,271		$	190,264		$	185,994
Gross margin		21,667			44,867			52,847			54,077
Income (loss) before equity in income (loss) of joint ventures and minority interests		(9,607	)		14,748			(43,078	)		40,792
Equity in income (loss) of joint ventures		(282	)		945			1,308			(732	)
Minority interests		(308	)		(1,549	)		(2,982	)		(4,325	)
Net income (loss) allocable to common stockholders		(18,124	)		5,978			(45,686	)		35,735
Basic earnings (loss) per share		(0.26	)		0.09			(0.25	)		0.18
Diluted earnings (loss) per share		(0.26	)		0.07			(0.25	)		0.17
Market price:
High		5.90			11.50			5.25			9.48
Low		3.00			4.20			2.25			3.12

2001	First Quarter			Second Quarter			Third Quarter			Oct. 1 through Nov. 13			Nov. 14 through Dec. 31
	DOLLARS IN THOUSANDS, EXCEPT SHARE DATA
Net sales	$	219,834		$	156,857		$	120,744		$	61,572		$	58,846
Gross margin		27,766			(16,772	)		(34,728	)		(16,023	)		(11,731	)
Loss before equity in income (loss) of joint ventures and minority interests		(17,817	)		(360,234	)		(71,229	)		(49,738	)		(37,594	)
Equity in income (loss) of joint ventures		249			217			(9	)		(16	)		(2,822	)
Minority interests		1			4,695			3,796			1,060			11,019
Net loss allocable to common stockholders		(17,567	)		(355,322	)		(67,442	)		(48,694	)		(33,644	)
Basic and diluted loss per share		(.25	)		(5.10	)		(.97	)		(.71	)		(.48	)
Market price:
High		11.90			8.85			7.60			3.59			4.99
Low		5.81			5.94			1.05			1.65			3.10

53

INDEPENDENT AUDITORS ‘ REPORT

The Board of Directors

MEMC Electronic Materials, Inc.:

We have audited the accompanying Consolidated Balance Sheets of MEMC Electronic Materials, Inc. and subsidiaries (MEMC) as of December 31, 2002 and 2001, and the related consolidated statements of operations, stockholders’ equity (deficiency) and cash flows for the year ended December 31, 2002, the periods from January 1, 2001 through November 13, 2001 and from November 14, 2001 through December 31, 2001, and for the year ended December 31, 2000. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the Consolidated Financial Statements referred to above present fairly, in all material respects, the financial position of MEMC as of December 31, 2002 and 2001, and the results of their operations and their cash flows for the year ended December 31, 2002, the periods from January 1, 2001 through November 13, 2001 and from November 14, 2001 through December 31, 2001, and for the year ended December 31, 2000, in conformity with accounting principles generally accepted in the United States of America.

As discussed in Note 2 to the Consolidated Financial Statements, MEMC’s former majority shareholder divested its interests in MEMC to an unaffiliated investor group. The transaction has been accounted for as a purchase, and the investor group’s basis in MEMC has been pushed-down to the MEMC accounting records creating a new basis of accounting, effective November 13, 2001. As a result of the acquisition, the consolidated financial information for the periods after the acquisition is presented on a different cost basis than that for the periods before the acquisition and, therefore, is not comparable.

KPMG LLP

St. Louis, Missouri

January 23, 2003

54

BOARD OF DIRECTORS

John Marren Chairman of the Board Partner Texas Pacific Group (1) Nabeel Gareeb President and Chief Executive Officer James Coulter Managing General Partner Texas Pacific Group Jean-Marc Chapus Managing Director TCW President and Chief Executive Officer TCW/Crescent Mezzanine, L.L.C. Gene J. Frantz Partner Texas Pacific Group



John Danhakl Partner Leonard Green & Partners William E. Stevens Chief Executive Officer BBI Group, Inc. (2) Robert J. Boehlke Former Executive Vice President and Chief Financial Officer KLA-Tencor (1, 2) C. Douglas Marsh Vice President Business Integration & US Institutional Investor Relations ASM Lithography (1, 2) William D. Watkins President and Chief Operating Officer Seagate Technologies Committees (1) Compensation and Nominating (2) Audit

OFFICERS

Nabeel Gareeb President and Chief Executive Officer James M. Stolze Executive Vice President and Chief Financial Officer Jonathon P. Jansky Senior Vice President Operations Chandrasekhar Sadasivam Senior Vice President Research and Development Thomas P. Stiffler Senior Vice President Human Resources David L. Fleisher Vice President General Counsel and Secretary

55

STOCKHOLDERS’ INFORMATION

Corporate Office MEMC Electronic Materials, Inc. 501 Pearl Drive (City of O’Fallon) St. Peters, Missouri 63376 (636) 474-5000 www.memc.com Transfer Agent and Registrar Computershare Investor Services, L.L.C. 2 North LaSalle Street P. O. Box A3504 Chicago, Illinois 60690-3504 (312) 360-5433 www.computershare.com Stockholder Inquiries Inquiries regarding address corrections, lost certificates, changes of registration, stock certificate holdings and other stockholder account matters should be directed to MEMC’s transfer agent, Computershare Investor Services, L.L.C., at the address or phone number above. Common Stock Listing MEMC’s common stock is traded on the New York Stock Exchange under the symbol “WFR”. On December 31, 2002, the last business day of the year, the Company had 697 stockholders of record. Form 10-K Stockholders may obtain a copy of MEMC’s Annual Report on Form 10-K and related financial statement schedules for the year ended December 31, 2002, filed with the Securities and Exchange Commission, by writing MEMC’s Investor Relations Department or by calling (636) 474-5443. Financial Information MEMC maintains a home page on the Internet at www.memc.com where we publish information, including earnings releases, other news releases, significant corporate disclosures and the names of securities analysts who issue research on MEMC. Independent Auditors KPMG LLP 10 South Broadway, Suite 900 St. Louis, Missouri 63102 Investor Relations Stockholders, securities analysts, investment professionals and prospective investors should direct their inquiries to: MEMC Electronic Materials, Inc. Investor Relations Department 501 Pearl Drive (City of O’Fallon) St. Peters, Missouri 63376 Tel: (636) 474-5443 Fax: (636) 474-5158 E-mail: invest@memc.com Manufacturing Facilities Chonan, South Korea Hsinchu, Taiwan Kuala Lumpur, Malaysia Merano, Italy Novara, Italy Pasadena, Texas Sherman, Texas St. Peters, Missouri Utsunomiya, Japan

MEMC

TECHNOLOGY IS BUILT ON US, Technology Is Built On Us, MDZ, and Magic Denuded Zone and their related trademark designs and logotypes are registered trademarks and OPTIA, AEGIS, and ADVANTA and their related trademark designs and logotypes are trademarks of MEMC Electronic Materials, Inc.

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EX-21

Exhibit No. 21
List Of Subsidiaries
Subsidiary	Jurisdiction of Organization
MEMC Electronic Materials (UK) Ltd.	United Kingdom
MEMC Electronic Materials France Sarl	France
MEMC Electronic Materials Sales, Sdn. Bhd.	Malaysia
MEMC Electronic Materials, GmbH	Germany
MEMC Electronic Materials, S.p.A.	Italy
MEMC Electronic Materials, Sdn. Bhd.	Malaysia
MEMC Holding B.V.	The Netherlands
MEMC Holdings Corporation	Delaware
MEMC International, Inc.	Delaware
MEMC Japan Ltd.	Japan
MEMC Korea Company	South Korea

MEMC Kulim Electronic Materials, Sdn. Bhd.	Malaysia
MEMC Pasadena, Inc.	Delaware
MEMC Southwest Inc.	Delaware
PlasmaSil, LLC	Delaware
SiBond, LLC	Delaware
* Taisil Electronic Materials Corporation	Taiwan

 *: The inclusion of this entity on this Exhibit 21 does not constitute an admission by the Company that the Company "controls" this entity for purposes of the Federal Securities laws.

EX-23

Exhibit 23

Independent Auditors' Consent

The Board of Directors
MEMC Electronic Materials, Inc.:

We consent to the incorporation by reference in the registration statements (Nos. 33-96420, 333-19159, 333-43474, 333-83624, 333-83628 and 333-100404) on Form S-8 of MEMC Electronic Materials, Inc. of our reports dated January 23, 2003, with respect to the consolidated balance sheets of MEMC Electronic Materials, Inc. and subsidiaries as of December 31, 2002 and 2001 and the related consolidated statements of operations, stockholders’ equity (deficiency), and cash flows for the year ended December 31, 2002, the periods from January 1, 2001 through November 13, 2001 and from November 14, 2001 through December 31, 2001, and for the year ended December 31, 2000, and all related financial statement schedules, which reports appear in the December 31, 2002 annual report on Form 10-K of MEMC Electronic Materials, Inc.

As discussed in Note 2 to the consolidated financial statements, MEMC’s former majority shareholder divested of its interests in MEMC to an unaffiliated investor group. The transaction has been accounted for as a purchase, and the investor group’s basis in MEMC has been pushed-down to the MEMC accounting records creating a new basis of accounting, effective November 13, 2001. As a result of the acquisition, the consolidated financial information for the period after the acquisition is presented on a different cost basis than that for the periods before the acquisition and, therefore, is not comparable.

/s/ KPMG LLP

St. Louis, Missouri
March 20, 2003

EX-24

Exhibit 24

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENT:

That I, Robert J. Boehlke, Director of MEMC Electronic Materials, Inc. (the "Company"), a Delaware corporation, hereby constitute and appoint James M. Stolze and David L. Fleisher, or either of them, my true and lawful attorney or attorneys and agent or agents with full power of substitution and resubstitution to sign in my name, place and stead the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2002, and documents and exhibits in connection therewith, and to file the same with the Securities and Exchange Commission, each of said attorneys to have power to act with or without the other, and to have full power and authority to do and perform, in my name, every act whatsoever which said attorneys, or any of them, may deem necessary, appropriate or desirable to be done in connection therewith as fully and to all intents and purposes as I might or could do in person.

Witness my hand this 20th, day of March, 2003.

By: /s/ Robert J. Boehlke
Name: Robert J. Boehlke

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS:

That I, Gene J. Frantz, Director of MEMC Electronic Materials, Inc. (the "Company"), a Delaware corporation, hereby constitute and appoint James M. Stolze and David L. Fleisher, or either of them, my true and lawful attorney or attorneys and agent or agents with full power of substitution and resubstitution to sign in my name, place and stead the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2002, and documents and exhibits in connection therewith, and to file the same with the Securities and Exchange Commission, each of said attorneys to have power to act with or without the other, and to have full power and authority to do and perform, in my name and on my behalf, every act whatsoever which said attorneys, or any of them, may deem necessary, appropriate or desirable to be done in connection therewith as fully and to all intents and purposes as I might or could do in person.

Witness my hand this 20th day of March, 2003.

By: /s/ Gene J. Frantz
Name: Gene J. Frantz

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENT:

That I, Jean-Marc Chapus, Director of MEMC Electronic Materials, Inc. (the "Company"), a Delaware corporation, hereby constitute and appoint James M. Stolze and David L. Fleisher, or either of them, my true and lawful attorney or attorneys and agent or agents with full power of substitution and resubstitution to sign in my name, place and stead the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2002, and documents and exhibits in connection therewith, and to file the same with the Securities and Exchange Commission, each of said attorneys to have power to act with or without the other, and to have full power and authority to do and perform, in my name and on my behalf every act whatsoever which said attorneys, or any of them, may deem necessary, appropriate or desirable to be done in connection therewith as fully and to all intents and purposes as I might or could do in person.

Witness my hand this 20th day of March, 2003.

By: /s/ Jean-Marc Chapus
Name: Jean-Marc Chapus

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS:

That I, James Coulter, Director of MEMC Electronic Materials, Inc. (the "Company"), a Delaware corporation, hereby constitute and appoint James M. Stolze and David L. Fleisher, or either of them, my true and lawful attorney or attorneys and agent or agents with full power of substitution and resubstitution to sign in my name, place and stead the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2002, and documents and exhibits in connection therewith, and to file the same with the Securities and Exchange Commission, each of said attorneys to have power to act with or without the other, and to have full power and authority to do and perform, in my name and on my behalf, every act whatsoever which said attorneys, or any of them, may deem necessary, appropriate or desirable to be done in connection therewith as fully and to all intents and purposes as I might or could do in person.

Witness my hand this 20th day of March, 2003.

By: /s/ James J. Coulter
Name: James J. Coulter

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS:

That I, John Danhakl, Director of MEMC Electronic Materials, Inc. (the "Company"), a Delaware corporation, hereby constitute and appoint James M. Stolze and David L. Fleisher, or either of them, my true and lawful attorney or attorneys and agent or agents with full power of substitution and resubstitution to sign in my name, place and stead the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2002, and documents and exhibits in connection therewith, and to file the same with the Securities and Exchange Commission, each of said attorneys to have power to act with or without the other, and to have full power and authority to do and perform, in my name and on my behalf every act whatsoever which said attorneys, or any of them, may deem necessary, appropriate or desirable to be done in connection therewith as fully and to all intents and purposes as I might or could do in person.

Witness my hand this 20th day of March, 2003.

By: /s/ John Danhakl
Name: John Danhakl

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS:

That I, John Marren, Director of MEMC Electronic Materials, Inc. (the "Company"), a Delaware corporation, hereby constitute and appoint James M. Stolze and David L. Fleisher, or either of them, my true and lawful attorney or attorneys and agent or agents with full power of substitution and resubstitution to sign in my name, place and stead the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2002, and documents and exhibits in connection therewith, and to file the same with the Securities and Exchange Commission, each of said attorneys to have power to act with or without the other, and to have full power and authority to do and perform, in my name and on my behalf every act whatsoever which said attorneys, or any of them, may deem necessary, appropriate or desirable to be done in connection therewith as fully and to all intents and purposes as I might or could do in person.

Witness my hand this 20th day of March, 2003.

By: /s/ John Marren
Name: John Marren

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS:

That I, C. Douglas Marsh, Director of MEMC Electronic Materials, Inc. (the "Company"), a Delaware corporation, hereby constitute and appoint James M. Stolze and David L. Fleisher, or either of them, my true and lawful attorney or attorneys and agent or agents with full power of substitution and resubstitution to sign in my name, place and stead the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2002, and documents and exhibits in connection therewith, and to file the same with the Securities and Exchange Commission, each of said attorneys to have power to act with or without the other, and to have full power and authority to do and perform, in my name and on my behalf, every act whatsoever which said attorneys, or any of them, may deem necessary, appropriate or desirable to be done in connection therewith as fully and to all intents and purposes as I might or could do in person.

Witness my hand this 20th day of March, 2003.

By: /s/ C. Douglas Marsh
Name: C. Douglas Marsh

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS:

That I, William E. Stevens, Director of MEMC Electronic Materials, Inc. (the "Company"), a Delaware corporation, hereby constitute and appoint James M. Stolze and David L. Fleisher, or either of them, my true and lawful attorney or attorneys and agent or agents with full power of substitution and resubstitution to sign in my name, place and stead the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2002, and documents and exhibits in connection therewith, and to file the same with the Securities and Exchange Commission, each of said attorneys to have power to act with or without the other, and to have full power and authority to do and perform, in my name and on my behalf, every act whatsoever which said attorneys, or any of them, may deem necessary, appropriate or desirable to be done in connection therewith as fully and to all intents and purposes as I might or could do in person.

Witness my hand this 20th day of March, 2003.

By: /s/ William E. Stevens
Name: William E. Stevens

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS:

That I, William Watkins, Director of MEMC Electronic Materials, Inc. (the "Company"), a Delaware corporation, hereby constitute and appoint James M. Stolze and David L. Fleisher, or either of them, my true and lawful attorney or attorneys and agent or agents with full power of substitution and resubstitution to sign in my name, place and stead the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2002, and documents and exhibits in connection therewith, and to file the same with the Securities and Exchange Commission, each of said attorneys to have power to act with or without the other, and to have full power and authority to do and perform, in my name and on my behalf, every act whatsoever which said attorneys, or any of them, may deem necessary, appropriate or desirable to be done in connection therewith as fully and to all intents and purposes as I might or could do in person.

Witness my hand this 20th day of March, 2003.

By: /s/ William Watkins
Name: William Watkins