CONFIDENTIAL TREATMENT REQUESTED
June 20, 1995
Dr. James R. McCormick
President & CEO
Hemlock Semiconductor Corporation
12334 Geddes Road
Hemlock, Michigan 48626
RE: Agreement between Hemlock Semiconductor Corporation ("HSC") and MEMC
Electronic Materials, Inc. ("MEMC") for the sale of Polycrystalline
Silicon by HSC to MEMC dated December 27, 1994 (the "Agreement")
Dear Dr. McCormick:
This letter confirms our understanding to amend the Agreement as follows:
1. Paragraph 1.2 is amended in its entirety to read as follows:
1.2 Base Purchase Quantity for the calendar years 1995-2000 of this
Agreement is as follows:
Year Base Purchase Quantity
---- ----------------------
1995 [CONFIDENTIAL MATERIAL HAS BEEN DELETED AND FILED SEPARATELY WITH SEC]
1996 [CONFIDENTIAL MATERIAL HAS BEEN DELETED AND FILED SEPARATELY WITH SEC]
1997 [CONFIDENTIAL MATERIAL HAS BEEN DELETED AND FILED SEPARATELY WITH SEC]
1998 [CONFIDENTIAL MATERIAL HAS BEEN DELETED AND FILED SEPARATELY WITH SEC]
1999 [CONFIDENTIAL MATERIAL HAS BEEN DELETED AND FILED SEPARATELY WITH SEC]
2000 [CONFIDENTIAL MATERIAL HAS BEEN DELETED AND FILED SEPARATELY WITH SEC]
2. Paragraph 1.3 is amended in its entirety to read as follows:
1.3 The Base Unit Price for the Base Purchase Quantity for the calendar
years 1995-2000 of this Agreement is as follows:
Year Base Unit Price Ceiling Price*
---- --------------- --------------
1995 [CONFIDENTIAL MATERIAL HAS BEEN DELETED AND FILED SEPARATELY WITH SEC]
1996 [CONFIDENTIAL MATERIAL HAS BEEN DELETED AND FILED SEPARATELY WITH SEC]
1997 [CONFIDENTIAL MATERIAL HAS BEEN DELETED AND FILED SEPARATELY WITH SEC]
1998 [CONFIDENTIAL MATERIAL HAS BEEN DELETED AND FILED SEPARATELY WITH SEC]
1999 [CONFIDENTIAL MATERIAL HAS BEEN DELETED AND FILED SEPARATELY WITH SEC]
2000 [CONFIDENTIAL MATERIAL HAS BEEN DELETED AND FILED SEPARATELY WITH SEC]
*Provided the implicit price deflator of the GDP as calculated in section 6.4
does not exceed [CONFIDENTIAL MATERIAL HAS BEEN DELETED AND FILE SEPARATELY WITH
SEC]. The Adjusted Base unit price shall not exceed the ceiling price for the
year indicated.
3. Paragraph 1.5 is amended in its entirety to read as follows:
1.5 "Specified Period" means the period from January 1, 1995 through and
including December 31, 2000.
4. Paragraph 1.8 is amended in its entirety as follows:
1.8 Minimum Purchase Quantity for the calendar years 1995-2000 of this
Agreement is as follows:
Year Base Purchase Quantity
---- ----------------------
1995 [CONFIDENTIAL MATERIAL HAS BEEN DELETED AND FILED SEPARATELY WITH SEC]
1996 [CONFIDENTIAL MATERIAL HAS BEEN DELETED AND FILED SEPARATELY WITH SEC]
1997 [CONFIDENTIAL MATERIAL HAS BEEN DELETED AND FILED SEPARATELY WITH SEC]
1998 [CONFIDENTIAL MATERIAL HAS BEEN DELETED AND FILED SEPARATELY WITH SEC]
1999 [CONFIDENTIAL MATERIAL HAS BEEN DELETED AND FILED SEPARATELY WITH SEC]
2000 [CONFIDENTIAL MATERIAL HAS BEEN DELETED AND FILED SEPARATELY WITH SEC]
5. Paragraph 3 is amended in its entirety to read as follows:
3. TERM: This Agreement is effective commencing January 1, 1995 and shall
continue until December 31, 2000. On or before December 31, 1997, the parties
shall begin to negotiate in good faith the prices and other terms and conditions
which shall apply after December 31, 2000. If the parties are unable to agree to
revised prices and terms and conditions on or before December 31, 1998, then
this Agreement shall terminate effective December 31, 2000. This Agreement
supersedes the former supply agreement dated November 18, 1991.
6. Paragraph 5.2 is amended in its entirety to read as follows:
5.2 Supplier shall offer for sale to Customer [CONFIDENTIAL MATERIAL HAS
BEEN DELETED AND FILED SEPARATELY WITH SEC] of the Contract Purchase Quantity if
available but not less than [CONFIDENTIAL MATERIAL HAS BEEN DELETED AND FILED
SEPARATELY WITH SEC] of the Contract Purchase Quantity and Customer shall be
obligated to purchase the Minimum Purchase Quantity for the year. Furthermore,
in each calendar quarter, Customer must purchase at least [CONFIDENTIAL MATERIAL
HAS BEEN DELETED AND FILED SEPARATELY WITH SEC] of the Contract Purchase
Quantity and no more than [CONFIDENTIAL MATERIAL HAS BEEN DELETED AND FILED
SEPARATELY WITH SEC] of the Contract Purchase Quantity. In any given year, upon
Supplier's request, Customer will release Supplier from its obligation to offer
to sell the material to the extent that Customer does not intend to purchase;
and upon Customer's request, Supplier will release Customer from its obligation
to purchase to the extent that there are other purchasers for the Material.
Other than as expressly set forth above, the Agreement shall remain in full
force and effect.
If the foregoing is acceptable to you, please indicate your agreement on behalf
of HSC by signing in the space provided below and returning one fully executed
copy to me.
Sincerely yours,
MEMC Electronic Materials, Inc.
By: /s/ Robert M. Sandfort
Title: President and Chief
Operating Officer
AGREED AND ACCEPTED TO:
Hemlock Semiconductor Corporation
By: /s/ James R. McCormick
Title: President