Sunedison (SUNEQ) 10-K 2002 FY Annual report

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