Exhibit 10.28
AMENDMENT NO. 1 TO
AMENDED AND RESTATED JOINT VENTURE AGREEMENT
This Amendment No. 1 to
Amended and Restated Joint Venture Agreement
(this “ Amendment
No. 1 ” ) is made as of 9 January 2009 (the
“ Amendment No. 1 Effective Date ” )
by and between Cymer, Inc., a Nevada corporation (“
Cymer ”), and Carl Zeiss Laser Optics
Beteiligungsgesellschaft mbH, a limited liability company organized
under the laws of Germany (“ Zeiss LOB ”), and
amends and supplements that certain Amended and Restated Joint
Venture Agreement, dated 12 September 2006 (the “
Restated Agreement ”) among TCZ
GmbH, a limited liability company organized under the laws of
Switzerland, Cymer, Carl Zeiss SMT AG, a stock corporation
organized under the laws of Germany, Zeiss LOB , and TCZ Pte. Ltd.,
a company incorporated in Singapore. All capitalized terms
used in this Amendment No. 1 but not otherwise defined herein
shall have the meanings given such terms in the Restated Agreement
and, unless otherwise specified, references to Sections refer to
Sections of the Restated Agreement.
NOW, THEREFORE
, in consideration of the mutual
promises contained herein and other good and valuable
consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereby agree as follows.
1.
AMENDMENT.
1.1
Financial Reports.
Section 7.03 of the Restated Agreement is
amended to read in its entirety as follows:
Section 7.03.
Financial Reports. The Company, at its expense, shall
provide or cause to be provided to each Member, no later than
thirty days after the close of each of the first three quarters of
the Company’s Fiscal Year, and no later than ninety days
after the end of each such Fiscal Year, a financial report of the
business and operations of the Company prepared in accordance with
GAAP and FRS consistently applied, relating to such period, which
report shall include (i
