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EXHIBIT 10.97
SECOND AMENDMENT TO
SECOND AMENDED AND RESTATED UNCOMMITTED INSURED TRADE
RECEIVABLES PURCHASE AGREEMENT
THIS
SECOND AMENDMENT TO SECOND AMENDED AND RESTATED UNCOMMITTED
INSURED
TRADE RECEIVABLES PURCHASE AGREEMENT (this
"Second Amendment") is made as of
June 2, 2004 by and among Lam Research
Corporation, a Delaware corporation
("Lam"), Lam Research International SARL, a
Swiss corporation ("LRI") and a
subsidiary of Lam (Lam and LRI each a
"Seller" and collectively, "Sellers") and
ABN AMRO Bank N.V. ("Buyer").
RECITALS
Lam and
Buyer have previously entered into that certain Second Amended
and
Restated Uncommitted Insured Trade
Receivables Purchase Agreement dated as of
March 21, 2003 (the "March Agreement"),
pursuant to which Lam agreed to sell and
Buyer agreed to buy, on an uncommitted
basis, certain accounts receivable not to
exceed $50,000,000, subject to the terms
and conditions of the March Agreement,
as amended by that certain Amendment to
Second Amended and Restated Uncommitted
Insured Trade Receivables Purchase
Agreement dated as of September 24, 2003
among LAM, LRI and Buyer (the "First
Amendment", the March Agreement as amended
by the First Amendment, the "Purchase
Agreement").
Lam and
Buyer desire to further amend the Purchase Agreement on the
terms
set forth herein to extend the Purchase
Period to March 25, 2005 and increase
the Total Uncommitted Facility to an amount
not in excess of One Hundred Million
Dollars ($100,000,000).
NOW,
THEREFORE, in consideration of the above Recitals, the mutual
covenants herein contained, and the
exchange of consideration provided
hereinafter, the receipt and adequacy of
which the parties hereby acknowledge,
the parties hereto hereby agree as
follows:
1.
Waiver.
Buyer hereby acknowledges that Sellers have not delivered a
Purchase Period Extension Request pursuant
to Section 12(d) of the Purchase
Agreement. Buyer hereby agrees to waive the
requirements of Section 12(d)
requiring delivery of such Purchase Period
Extension Request ("Waiver") and
agrees that the Purchase Period shall be
amended as provided in this Second
Amendment. This Waiver is a one-time waiver
and shall not be construed to be:
(i) a waiver as to future compliance with
the Purchase Agreement, or (ii) a
waiver of any other rights or remedies that
Buyer may have under the Purchase
Agreement or under applicable law.
2.
Amendments
to the Purchase Agreement.
A. Section
1 Sale and Purchase. The third sentence of Section
1(a) is
hereby amended to read as follows:
"Buyer shall not purchase Eligible Receivables that a Seller
offers to the extent that the aggregate purchase price paid by
Buyer for Purchased Receivables would exceed One Hundred
Million Dollars ($100,000,000) (the "Total Uncommitted
Facility")."
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B. Section
1 Sale and Purchase. Section 1(b) is hereby amended to
read as
follows:
"The obligation of Buyer to enter into the March Agreement was
subject to receipt by Buyer, on or prior to the Effective
Date, of those items listed on Schedule 2 attached thereto.
The obligation of Buyer to enter into the First Amendment was
subject to receipt by Buyer, on or prior to the Amendment
Effective Date, of each item listed on Schedule 2 attached
thereto. The obligation of Buyer to enter into this Second
Amendment is subject to receipt by Buyer, on or prior to the
Second Amendment Effective Date, of each item listed on
Schedule 2 attached hereto as being deliverable on or prior to
such date, each in form and substance satisfactory to Buyer."
C. Section
1 Sale and Purchase. The second sentence of Section
1(g) is
hereby amended to read as follows:
"On each subsequent Purchase Date under the March Agreement,
the First Amendment or the Second Amendment, Buyer deposited
or
shall deposit, as the case may be, into the Collection
Expenses Account funds equal to One-Hundredth of One Percent
(0.01%) of the Net Invoice Amount of the Purchased Receivables
acquired on such Purchase Date."
D. Section
7 Notices. Section 7 is hereby amended to delete the
address
set forth for LRI and replace such address with the following:
"Lam Research International Sarl
Chemin de la Combeta 5
La Chaux-de-Fonds
Switzerland 2300
Attn: Craig Garber
Telephone: 41-32-924-2901
With a copy to Lam Research Corporation:
Lam Research Corporation
4650 Cushing Parkway
Fremont, CA 94538-6517
Attn: Roch LeBlanc
Telephone: (510) 572-3547
Fax No: (510) 572-1586"
E. Section
11 Definitions. The definition of "Purchase Period" is
amended to
read as follows:
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"Purchase Period": the period from and including March 26,
2004 up to and including March 25, 2005 or, if such date is
extended from time to time pursuant to Section 12(d), any
later date to which so extended.
F. Exhibit
A Instrument of Transfer and Assignment. Exhibit A is
hereby
deleted in its entirety and amended to read as set forth in
Attachment
1 hereto.
G. Exhibit
C Insurance Policy Requirements; Repurchase Limits;
Purchase
Percentage. Exhibit C is hereby deleted in its entirety and
amended to
read as set forth in Attachment 2 hereto.
H.
Exhibit D
Form of Insurance Policy. Exhibit D is hereby
deleted in
its entirety and amended to read as set forth in Attachment 3
hereto.
3.
Representation and Warranties. The Sellers each severally
represent
and warrant to Buyer as to itself that,
after giving effect to the waiver and
amendments set forth in Section 1 and
Section 2 above, respectively, the
following will be true and correct on the
Second Amendment Effective Date (as
defined below):
A. The
representations and warranties of the Sellers set forth in
Section 2 of the Purchase Agreement are
true and correct in all material
respects as if made on the Second Amendment
Effective Date (except for
representations and warranties expressly
made as of a specified date, which
shall be true as of such date);
B. No
Event of Repurchase has occurred and is continuing; and
C. The
Purchase Agreement is in full force and effect as to each
Seller.
4.
Second
Amendment Effective Date. The waiver effected by
