Exhibit 10.2
AMENDMENT NO. 1 TO JOINT VENTURE
AGREEMENT OF TCZ, GMBH
This Amendment No. 1 to
Joint Venture Agreement of TCZ, GmbH (this “ Amendment No. 1
” ) is made as of September 16, 2005 (the “
Amendment No. 1 Effective Date ” ) by and
among TCZ GmbH, a limited liability company organized under the
laws of Switzerland (“ TCZ ”), Carl Zeiss SMT
AG, a stock corporation organized under the laws of Germany
(“ Zeiss SMT ”), Carl Zeiss Laser Optics
Beteiligungsgesellschaft mbH, a limited liability company organized
under the laws of Germany and an indirect wholly-owned subsidiary
of SMT (“ Zeiss LOB ”), and Cymer, Inc., a
Nevada corporation (“ Cymer ”) and amends and
supplements that certain Joint Venture Agreement, dated
July 15, 2005 (the “ Agreement ”)
between the parties. All capitalized terms used in this
Amendment No. 1 but not otherwise defined herein shall have
the meanings given such terms in the Agreement and, unless
otherwise specified, references to Sections refer to Sections of
the 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.
AMENDMENTS.
1.1
Definitions.
(a)
The definition of
“Administrative Services Agreements” in
Section 1.01 is amended to read in its entirety as
follows:
“ Administrative Services
Agreement ” means the Administrative Services Agreement
to be entered into between Cymer and the Company, in a form to be
mutually agreed by Cymer and Zeiss LOB not later than the Closing,
as amended, supplemented or otherwise modified from time to
time.
(b)
The definition of “Facilities
Agreements” in Section 1.01 is amended to read in
its entirety as follows:
“ Facilities License
Agreements ” means (i) the Facilities License
Agreement to be entered into between the Company and Cymer relating
to use by the Company of certain facilities in the United States,
in a form to be mutually agreed by Cymer and Zeiss LOB not later
than the Closing, as amended, supplemented or otherwise modified
from time to time, and (ii) the Facilities License Agreement
to be entered into between the Company or its Affiliate and an
Affiliate of Cymer relating to use by the Company or its Affiliates
of certain facilities in Korea, in a form to be mutually agreed by
Cymer and Zeiss LOB after Closing, as amended, supplemented or
otherwise modified from time to time.
(c)
The definition of “Joint
Venture Documents” in Section 1.01 is amended to
read in its entirety as follows:
