Exhibit 10.2
U.S. Bank National
Association
February 25, 2009
Axcelis Technologies, Inc.
108 Cherry Hill Road
Beverly, MA 01915
Attention: Chief Financial
Officer
|
Re:
|
|
4¼% Convertible Senior Subordinated Notes
Due 2009 (the “ Notes ”)
Issued Pursuant to an Indenture Dated as of May 2, 2006 (the
“ Indenture ”)
|
|
Ladies and Gentlemen:
Reference is hereby made to the
Notes and the Indenture; capitalized terms used herein and not
otherwise defined herein are used herein as defined in the
Indenture.
As you are aware, you have defaulted
under your contractual obligation under the Notes and the Indenture
to pay amounts of principal, premium and interest due at the
maturity of the Notes, which defaults are continuing (the “
Existing Defaults ”). As you are also aware, the
undersigned Trustee under the Indenture commenced a lawsuit on
behalf of the holders of Notes against you in the United States
District Court for the Southern District of New York (Case Number
09CV657, the “ Lawsuit ”) to enforce your
obligations under the Notes and the Indenture.
You have advised the undersigned
Trustee that you are entering into a Share Purchase Agreement
(“ Share Purchase Agreement ”) by and among
Sumitomo Heavy Industries, Ltd. (“SHI”), you and SEN
Corporation, an SHI and Axcelis Company (“SEN”),
pursuant to which SHI would acquire from you your shareholding in
SEN for a cash purchase price of Thirteen Billion Yen
(¥13,000,000,000) on March 31, 2009. Among other
things, the Share Purchase Agreement provides that SHI shall
transmit to the undersigned Trustee at closing for the benefit of
the holders of the Notes a portion of the purchase price towards
the payment in full of all of your obligations under the Notes and
the Indenture in an amount and to an account designated by the
undersigned Trustee.
To induce you, SHI and SEN to
execute and deliver the Share Purchase Agreement, and to provide
the parties to the Share Purchase Agreement an opportunity to
consummate the transactions contemplated by the Share Purchase
Agreement, the undersigned Trustee hereby confirms the
following: (a) the Trustee shall not furt
