Therma-Wave, Inc Exhibit 10.42



 



Exhibit 10.42


SECOND AMENDMENT

TO

LOAN AND SECURITY AGREEMENT



          This Second Amendment to Loan and Security Agreement is entered into as of
November 19, 2002 (the “Amendment”), by and between COMERICA BANK-CALIFORNIA
(“Bank”) and THERMA-WAVE, INC. (“Borrower”).



RECITALS



          Borrower and Bank are parties to that certain Loan and Security Agreement
dated as of March 28, 2001, as amended by an Amendment to Loan and Security
Agreement dated as of December 21, 2001 (as amended, the “Agreement”). The
parties desire to amend the Agreement in accordance with the terms of this
Amendment.



          NOW, THEREFORE, the parties agree as follows:



               1.    Certain definitions in Section 1.1 are amended to read as
follows:




		
	 	     “Interest Period” means for each LIBOR Rate Advance, a period
thirty (30), sixty (60) and ninety (90) day, as Borrower may
elect, provided that the last day of an Interest Period for a
LIBOR Rate Advance shall be determined in accordance with the
practices of the LIBOR interbank market as from time to time in
effect, provided, further, in all cases such period shall expire
not later than the applicable Revolving Maturity Date.




		
	 	     “Revolving Line” means Ten Million Dollars ($10,000,000).
	 
	 	     “Revolving Maturity Date” means September 30, 2003.



          2.   The reference to “Four Million Dollars ($4,000,000)“in clause (c) of
the defined term “Permitted Investment” in Section 1.1 is amended to read “Two
Million Dollars ($2,000,000)”.



          3.   The introductory paragraph of the definition of “Eligible Accounts” in
Section 1.1 of the Agreement is hereby amended to read as follows: “’Eligible
Accounts’ means those Accounts that arise in the ordinary course of Borrower’s
business that comply with all of Borrower’s representations and warranties to
Bank set forth in Section 5.4; provided, that standards of eligibility may be
fixed and revised from time to time by Bank. Unless otherwise agreed to by
Bank, Eligible Accounts shall not include the following:”.



          4.   Clause (i) of the defined term “Eligible Accounts” in Section 1.1 is
amended to read: “(i) Accounts with respect to an account debtor, including
Subsidiaries and Affiliates, whose total obligations to Borrower exceed twenty
percent (20%) of all Accounts, to the extent such obligations exceed the
aforementioned percentage (the ‘Concentration Limit’), provided that the
Concentration Limit for Intel shall be twenty five percent (25%).”



          5.   The reference to “Twenty Million Dollars ($20,000,000)” in clause (c)
of the definition of “Permitted Indebtedness” in Section 1.1 of the Agreement
is hereby amended to read “Five Million Dollars ($5,000,000)”.



          6.    The following sentence is hereby added to the end of Section 2.1.1(a):
“If the aggregate amount of the outstanding Advances plus the aggregate face
amount of all outstanding Letters of Credit exceeds the lesser
of

1






 





the Revolving Line or the Borrowing Base at any time, Borrower shall
immediately cash secure, in an account at Bank, such excess to the satisfaction
of Bank.”


          7.   The first sentence of Section 2.1.1(c) is amended to read as follows:
“The outstanding principal balance of each Prime Rate Advance shall bear
interest until principal is due (computed daily on the basis of a 360 day year
and actual days elapsed) at a floating rate per annum equal to the Prime Rate
plus one quarter percent (0.25%).”



          8.   The reference in Section 2.1.2(a) to “Seven Million Five Hundred
Thousand Dollars ($7,500,000)” is amended to read “Four Million Five Hundred
Thousand Dollars ($4,500,000)”.



          9.   The text in clause (a) of Section 6.3 is amended to read “(a) as soon
as available, but in any event within forty-five (45) days after the end of
each quarter, Borrower’s report on Form 10-Q and consolidated and consolidating
financial statements of Borrower prepared in accordance with GAAP, consistently
applied, and certified by a Responsible Officer.”



        10.   The last paragraph of Section 6.3 is hereby amended to read as
follows:




		
	 	        Within fifteen (15) days of the last day of each month in
which any Credit Extensions are outstanding, Borrower shall
deliver to Bank a Borrowing Base Certificate in substantially the
form of Exhibit D attached hereto, together with an aged listing
in form and substance satisfactory to Bank of Borrower’s accounts
payable and accounts receivable and an acceptance accounts
receivable report. Within fifteen (15) days of the last day of
each quarter in which no Credit Extensions are outstanding,
Borrower shall deliver to Bank an aged listing in form and
substance satisfactory to Bank of Borrower’s accounts payable and
accounts receivable and an acceptance accounts receivable report.




		
	 	11.   Sections 6.7 and 6.13 are amended to read as follows:




		
	 	                 6.7 Quick Ratio. Borrower shall maintain, as of the last
day of each calendar quarter, a ratio of Quick Assets to Current
Liabilities of at least 1.25 to 1.00.
	 
	 	                 6.13. Loss. Borrower shall not suffer a loss in any quarter
in excess of the following: $18,000,000 for the quarter ending
September 30, 2002; $13,500,000 for the quarter ending December
31, 2002; $11,000,000 for the quarter ending March 31, 2003;
$5,000,000 for the quarter ending June 30, 2003; or $2,500,000 for
the quarter ending September 30, 2003; provided that, for the
quarter ending September 30, 2002, Borrower may take a non-cash
writedown of not more than $75,000,000, consisting of $67,400,000
of goodwill and $7,500,000 of Inventory reserves which shall be
excluded from the calculation of this covenant.



          12.   Section 6.9 is deleted from the Agreement.



          13.   Section 7.3 is amended to read as follows:




		
	 	        7.3 Mergers or Acquisitions. Merge or consolidate, or
permit any of its Subsidiaries to merge or consolidate, with or
into any other business organization, or acquire, or permit any of
its Subsidiaries to acquire, all or substantially all of the
capital stock or property of another Person.



          14.   Section 7.13 is amended to read as follows:




		
	 	        7.13 Capital Expenditures. Make or become committed to make
capital expenditures in excess of Five Million Dollars
($5,000,000) in the aggregate during any fiscal year.



          15.   The Compliance Certificate to be delivered after the date of this
Amendment shall be in substantially the form of Exhibit C hereto.

2






 





          16.   Unless otherwise defined, all initially capitalized terms in this
Amendment shall be as defined in the Agreement. The Agreement, as amended
hereby, shall be and remain in full force and effect in accordance with its
respective terms and hereby is ratified and confirmed in all respects. Except
as expressly set forth herein, the execution, delivery, and performance of this
Amendment shall not operate as a waiver of, or as an amendment of, any right,
power, or remedy of Bank under the Agreement, as in effect prior to the date
hereof. Borrower ratifies and reaffirms the continuing effectiveness of all
promissory notes, guaranties, security agreements, mortgages, deeds of trust,
environmental agreements, and all other instruments, documents and agreements
entered into in connection with the Agreement.



          17.   Borrower represents and warrants that the Representations and
Warranties contained in the Agreement are true and correct as of the date of
this Amendment, and that no Event of Default has occurred and is continuing.



          18.   This Amendment may be executed in two or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one instrument.



          19.   As a condition to the effectiveness of this Amendment, Bank shall have
received, in form and substance satisfactory to Bank, the following:



                  (a)   this Amendment, duly executed by Borrower;



                  (b)   an amount equal to all Bank Expenses incurred through the date of this
Amendment



                  (c)   a compliance certificate and pro forma balance sheet in form
reasonably acceptable to Bank;



                  (d)   a certificate of the Secretary of Borrower with respect to incumbency
and resolutions authorizing the execution and delivery of this Amendment; and



                  (e)   such other documents, and completion of such other matters, as Bank
may reasonably deem necessary or appropriate.

3






 





          IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the
first date above written.




	 	 	 	 	 
	 	 	THERMA-WAVE, INC.
	 	 	 	 	 
	 	 	
By:	 /s/: L.Ray Christie
	 	 	 	


	 	 	 	 	 
	 	 	
Title: Vice President, CFO and Secretary
	 	 	 	 	 
	 	 	
COMERICA BANK-CALIFORNIA
	 	 	 	 	 
	 	 	
By: 	
/s/: Benjamin Yu
	 	 	 	


	 	 	 	 	 
	 	 	
Title: Corporate Banking Officer



4






 



EXHIBIT C

COMPLIANCE CERTIFICATE



TO:        COMERICA BANK-CALIFORNIA


FROM: THERMA-WAVE, INC.


          The undersigned authorized officer of THERMA-WAVE, INC. hereby certifies
that in accordance with the terms and conditions of the Loan and Security
Agreement between Borrower and Bank (the “Agreement”), (i) Borrower is in
complete compliance for the period ending           with all required
covenants except as noted below and (ii) all representations and warranties of
Borrower stated in the Agreement are true and correct in all material respects
as of the date hereof. Attached herewith are the required documents supporting
the above certification. The Officer further certifies that these are prepared
in accordance with Generally Accepted Accounting Principles (GAAP) and are
consistently applied from one period to the next except as explained in an
accompanying letter or footnotes. All days and periods specified relate to
fiscal period end



          Please indicate compliance status by circling Yes/No under “Complies”
column.




	 	 	 	 	 	 	 
	Reporting Covenant	 	Required	 	Complies
	
	 	
	 	

	10Q Report, Quarterly financials	 	
Quarterly within 45 days (consolidated and
consolidating)
	 	Yes
	 	No
	 	 	 	 	 	 	 
	Annual (CPA Audited)	 	
FYE within 90 days (consolidated and
consolidating)
	 	Yes
	 	No
	 	 	 	 	 	 	 
	10-K Report	 	
FYE within 90 days
	 	Yes
	 	No
	 	 	 	 	 	 	 
	A/P and A/R Agings and
Acceptance A/R Report	 	
Quarterly within 25 days (when no Credit
Extensions are outstanding)
	 	Yes
	 	No
	 	 	 	 	 	 	 
	BBC, A/P and A/R Agings and
Acceptance A/R Report	 	
Monthly within 15 days (when Credit Extensions
exceed $0)
	 	Yes
	 	No




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Financial Covenant	 	Required	 	Actual	 	Complies
	
	 	
	 	
	 	

	Maintain on a Quarterly Basis:
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Minimum Quick Ratio
	 	 	1.25:1.00	 	 	 	____:1.00	 	 	Yes	 	No
	Maximum Debt-TNW
	 	 	1.00:1.00	 	 	 	____:1.00	 	 	Yes	 	No
	Maximum Quarterly Loss
	 	1	 	 	 	$	______	 	 	Yes	 	No
	Minimum Unrestricted Cash
	 	$	10,000,000	 	 	$	______	 	 	Yes	 	No
	Minimum Domestic Assets
	 	 	80	%	 	 	______	%	 	Yes	 	No
	Maximum Capital Expenditures
	 	$	5,000,000	 	 	$	______	 	 	Yes	 	No




	 	 	 	 	 	 
	 	Comments Regarding Exceptions:	 	Lender USE ONLY
	 	 	 
	 	See Attached.	 	 
	 	 	 
	Sincerely,	 	

	 	 	
Received By:
	
	 	 	 	

	
SIGNATURE	 	 
	 	 	
Date:
	 	 	 	 	

	

	 	 
	
TITLE	 	
Reviewed By: 
	 	 	 	 	 	

	
	 	 
	
DATE	 	
Compliance Status: Yes / No








	 	 	1 Loss <
$18,000,000 for 9/30/02; Loss < $13,500,000 for 12/31/02; Loss
<
$11,000,000 for 03/31/03; Loss < $5,000,000 for 6/30/03; Loss
<$2,500,000 for
9/30/02. For 9/30/02, non-cash writedown of up to $75,000,000 permitted,
consisting of $67,400,000 of goodwill and $7,500,000 of Inventory reserves.


5






 






CORPORATE RESOLUTIONS TO BORROW



Borrower: THERMA-WAVE, INC.


          I, the undersigned Secretary or Assistant Secretary of THERMA-WAVE, INC.
(the “Corporation”), HEREBY CERTIFY that the Corporation is organized and
existing under and by virtue of the laws of the state of Delaware.



          I FURTHER CERTIFY that at a meeting of the Directors of the Corporation
duly called and held, at which a quorum was present and voting, (or by other
duly authorized corporate action in lieu of a meeting), the following
resolutions were adopted.



          BE IT RESOLVED, that any one (1) of the following named officers,
employees, or agents of this Corporation, whose actual signatures are shown
below:




	 	 	 	 	 
	NAMES	 	POSITIONS	 	ACTUAL SIGNATURES
	
	 	
	 	

	
	 	


	 	

	
	 	


	 	

	
	 	


	 	

	
	 	


	 	

	
	 	


	 	




acting for and on behalf of this Corporation and as its act and deed be, and
they hereby are, authorized and empowered:


          Borrow Money. To borrow from time to time from Comerica Bank-California
(“Bank”), on such terms as may be agreed upon between the officers, employees,
or agents of the Corporation and Bank, such sum or sums of money as in their
judgment should be borrowed, without limitation.



          Execute Amendment. To execute and deliver to Bank that certain Second
Amendment to Loan and Security Agreement dated as of November      , 2002 (the
“Amendment”) and related documents, and also to execute and deliver to Bank one
or more renewals, extensions, modifications, consolidations, or substitutions
therefor.



          Grant Security. To grant a security interest to Bank in the Collateral
described in the Amendment, which security interest shall secure all of the
Corporation’s Obligations, as described in the Amendment.



          Letters of Credit. To execute letter of credit applications and other
related documents pertaining to Bank’s issuance of letters of credit.



          Negotiate Items. To draw, endorse, and discount with Bank all drafts,
trade acceptances, promissory notes, or other evidences of indebtedness payable
to or belonging to the Corporation or in which the Corporation may have an
interest, and either to receive cash for the same or to cause such proceeds to
be credited to the account of the Corporation with Bank, or to cause such other
disposition of the proceeds derived therefrom as they may deem advisable.



          Further Acts. In the case of lines of credit, to designate additional or
alternate individuals as being authorized to request advances thereunder, and
in all cases, to do and perform such other acts and things, to pay any and all
fees and costs, and to execute and deliver such other documents and agreements
as they may in their discretion deem reasonably necessary or proper in order to
carry into effect the provisions of these Resolutions.

6






 





          BE IT FURTHER RESOLVED, that any and all acts authorized pursuant to these
resolutions and performed prior to the passage of these resolutions are hereby
ratified and approved, that these Resolutions shall remain in full force and
effect and Bank may rely on these Resolutions until written notice of their
revocation shall have been delivered to and received by Bank. Any such notice
shall not affect any of the Corporation’s agreements or commitments in effect
at the time notice is given.



          I FURTHER CERTIFY that the officers, employees, and agents named above are
duly elected, appointed, or employed by or for the Corporation, as the case may
be, and occupy the positions set forth opposite their respective names; that
the foregoing Resolutions now stand of record on the books of the Corporation;
and that the Resolutions are in full force and effect and have not been
modified or revoked in any manner whatsoever.



          I FURTHER CERTIFY that attached hereto are true and correct copies of the
Certificate of Incorporation and Bylaws of the Corporation.



          IN WITNESS WHEREOF, I have hereunto set my hand on November      , 2002 and
attest that the signatures set opposite the names listed above are their
genuine signatures.


	 	 	 
	 	CERTIFIED TO AND ATTESTED BY:
	 	 	 
	 	X
	 	 	





7






 







	 	 	 
	TECHNOLOGY & LIFE SCIENCES DIVISION	 	
SECURITIES ACCOUNT

CONTROL AGREEMENT



November 19, 2003



Attn:    Account Officer


          Re:   Comerica Bank–California /Security Interest in Securities
Account of THERMA-WAVE, INC.



Dear Madam:



          This agreement (“Control Agreement”) is entered by and among Comerica
Bank-California (Technology and Life Sciences Division) (“Secured Party”),
Therma-Wave, Inc. (“Pledgor”) and Comerica Bank-California (Institutional Trust
Department) (“Securities Intermediary”).



          1.   This Control Agreement concerns securities account No.      
and any other account (collectively, the “Securities Account”) established with
Securities Intermediary. Pursuant to that certain Loan and Security Agreement
dated as of March 28, 2001, as amended from time to time, including, but not
limited to, by that certain Amendment to Loan and Security Agreement dated as
of December 21, 2001, and that certain Second Amendment to Loan and Security
Agreement dated of even date herewith (collectively, as amended from time to
time, the “Security Agreement”), Secured Party has a security interest in all
of Pledgor’s present and future right, title and interest in, to and under the
Securities Account maintained with Securities Intermediary in connection with
the securities, securities entitlements or other investment property,
instruments and financial assets contained in the Securities Account, and all
investment property, instruments and financial assets at any time held or
maintained in the Securities Account, together with all investment property,
instruments and financial assets substituted therefore or for any part thereof,
all interest, dividends, increases, profits, new financial assets or other
increments, distributions or rights of any kind received on account of any of
the foregoing, and all other income received in connection therewith and all
products or proceeds thereof (whether cash or non-cash proceeds)(collectively,
the “Securities Entitlement”). Secured Party, Pledgor and Securities
Intermediary are entering into this Control Agreement to perfect Secured
Party’s security interest in the Securities Account.



          2.   The Security Entitlement is to be held in the Securities Account and is
and will remain subject to a first priority security interest in favor of
Secured Party. The Securities Account is not a margin account or subject to
check writing privileges. All rights of Securities Intermediary in the
Securities Account except for Permitted Liens as defined below shall be
subordinated and postponed in favor of Secured Party’s rights and interests
therein under and pursuant to the Security Agreement.



          3.   Until Securities Intermediary is notified to the contrary by Secured
Party in any entitlement order or other notice (“Notice”), Securities
Intermediary is authorized to act upon the instruction of Pledgor, or its
authorized representatives, and comply with Pledgor’s (or its authorized
representatives) instructions for the following purposes [applicable boxes
should be checked]:




		
	 	     [x] make trades of any and all of the financial assets held in the
Securities Account &/or
	 
	 	     [x] receiving any distributions relating to the Securities Entitlement
&/or



8






 





		
	 	 [x] making any withdrawals of any and all of the financial assets held in
the Securities Account or the proceeds thereof.



          Upon and following receipt of Notice, (i) Securities Intermediary shall
immediately cease complying with instructions concerning the Securities Account
and the Security Entitlement originated by the Pledgor, or its representatives,
and thereafter shall comply with the instructions of Secured Party without
further consent by Pledgor; (ii) Securities Intermediary is not authorized to
release any of the Security Entitlement or any proceeds thereof or make any
distribution from the Securities Account to any party other than Secured Party,
until otherwise instructed by Secured Party in writing; (iii) Securities
Intermediary is instructed to hold the Securities Account and Security
Entitlement for the benefit of Secured Party; and (iv) Secured Party is the
only person authorized to make any withdrawals of and/or to authorize or
receive any distribution of or relating to the Securities Entitlement.



          4.   By its execution hereof, Securities Intermediary acknowledges and
agrees to the terms set forth herein, and that this Control Agreement
constitutes written notice to Securities Intermediary and acknowledgment by
Securities Intermediary of Secured Party’s security interest in the Securities
Account. Said security interest shall be noted by the Securities Intermediary
on its books and records.



          5.   Securities Intermediary has established the Securities Account in
Pledgor’s name. A true and complete copy of the account agreement entered into
between Pledgor and Securities Intermediary with respect to the Securities
Account (the “Account Agreement”)is attached as Exhibit A. Exhibit B is a
complete and accurate statement of the investment property, financial assets
and credit balances credited to the Securities Account as of the date(s) set
forth in the statement. Except for the claims and interest of Secured Party
and Pledgor in the Securities Account and liens to secure fees owed to
Securities Intermediary by Pledgor with respect to the operation of the
Securities Account (“Permitted Liens”), Securities Intermediary does not know
of any claim to or interest in the Securities Account.



          6.   Securities Intermediary shall send copies of all statements and
confirmations regarding the Securities Account simultaneously to Pledgor and to
Secured Party. Securities Intermediary shall promptly notify Secured Party and
Pledgor if a person asserts a lien, encumbrance or adverse claim against the
Securities Account.



          7.   Securities Intermediary shall not agree with any third party that
Securities Intermediary will comply with entitlement orders from the third
party. Securities Intermediary shall not amend the Account Agreement,
including its choice of law clause and the provision providing for treatment of
property held in the securities account as a financial asset, without Secured
Party’s written consent. Securities Intermediary shall not permit Pledgor to
terminate the Securities Account.



          8.   The rights and powers granted herein to Secured Party have been granted
in order to perfect its security interest in the Securities Account, are powers
coupled with an interest and will neither be affected by the death or
bankruptcy of the Pledgor nor by the lapse of time. Securities Intermediary’s
obligations under this Control Agreement shall continue in effect until the
security interest of Secured Party in the Securities Account has been
terminated pursuant to the terms of the Security Agreement and Secured Party
has notified you of such termination in writing. Upon receipt of such notice
Securities Intermediary’s obligations under this Control Agreement with respect
to the operation and maintenance of the Securities Account after the receipt of
such notice shall terminate, Secured Party shall have no further right to
originate entitlement orders concerning the Securities Account and Securities
Intermediary may take such steps as the Pledgor may request to vest full
ownership and control of the Securities Account in the Pledgor, including, but
not limited to, removing the name of Secured Party from the Securities Account
or transferring all of the financial assets and credit balances in the
Securities Account to another securities account in the name of the Pledgor or
its designee.



          9.   This Control Agreement shall be binding upon and inure to the benefit
of the successors and assigns of the parties hereto, and shall be governed by,
and in accordance with, the laws of the State of California without regard to
conflict of laws principles.



          10.   This Control Agreement may be executed in any number of counterparts,
each of which shall be an original, but all of which taken together shall
constitute one and the same instrument.

9






 





          11.   Pledgor acknowledges that this Control Agreement supplements Pledgor’s
existing agreements with Securities Intermediary. This Control Agreement does
not create any obligation or duty of Securities Intermediary other than those
expressly set forth herein. If this Control Agreement conflicts with any other
agreement between Securities Intermediary and Pledgor, the terms of this
Control Agreement shall prevail.



          12.   This Control Agreement is an integrated agreement and supplements all
negotiations and agreement with respect to the subject matter hereof. Any
amendments hereto shall be in writing and signed by all parties.



          13.   Unless otherwise provided in this Control Agreement, all notices or
demands relating to this Control Agreement shall be in writing and (except for
account statements and other informational documents which may be sent by
first-class mail, postage prepaid) shall be personally delivered, sent by
certified mail or by facsimile to Secured Party, Pledgor or Securities
Intermediary, as the case may be, at the address set forth below:




	 	 	 
	If to Secured Party:	 	
Comerica Bank-California

(Technology and Life Sciences Division)

9920 S. La Cienega Blvd., Suite 1401

Inglewood, CA 90301

Facsimile: (310) 338-6110

Attention: Manager
	 	 	 
	with a copy to:	 	
Comerica Bank-California

226 Airport Parkway

1st Floor, M/C 4120

San Jose, CA 95110

Telephone: (408) 451-8592

Facsimile: (408) 451-8568

Attention: Robert Shutt
	 	 	 
	If to Pledgor:	 	
Therma-Wave, Inc.

1250 Reliance Way

Freemont, CA 94539

Facsimile: (510) 226-6834

Attention.: Ray Christie
	 	 	 
	If to Securities Intermediary:	 	
Comerica Bank-California (Institutional Trust Department)

MC 4195

P.O. Box 2249

San Jose, CA 95109-2249

Telephone: (650) 462-6165

Facsimile:(650) 328-9317

Attention: Account Officer



          14.   WAIVER OF JURY TRIAL. THE PARTIES ACKNOWLEDGE THAT THE RIGHT TO TRIAL
BY JURY IS A CONSTITUTIONAL ONE, BUT THAT IT MAY BE WAIVED. EACH PARTY, AFTER
CONSULTING (OR HAVING HAD THE OPPORTUNITY TO CONSULT) WITH COUNSEL OF THEIR
CHOICE, KNOWINGLY, VOLUNTARILY AND INTENTIONALLY, AND FOR THEIR MUTUAL BENEFIT,
WAIVES ANY RIGHT TO TRIAL BY JURY IN THE EVENT OF LITIGATION REGARDING THE
PERFORMANCE OR ENFORCEMENT OF, OR IN ANY WAY RELATED TO, THIS AGREEMENT.



          Please sign where indicated below to reflect your acknowledgment of and
agreement to the foregoing terms and conditions.




	 	Very truly yours,



10






 



	 	 	 
	 	
COMERICA BANK-CALIFORNIA (TECHNOLOGY

AND LIFE SCIENCES DIVISION)

Secured Party
	 	 	 
	 	By: 	
 /s/ Benjamin Yu
	 	 	


	 	 	 
	 	
Title: Corporate Banking Officer
	 	 	 
	 	
THERMA-WAVE, INC.

Pledgor
	 	 	 
	 	By: 	
 /s/ L. Ray Christie
	 	 	


	 	 	 
	 	
Title: Vice President, CFO & Secretary
	 	 	 
	 	By: 	
 
	 	 	


	 	 	 
	 	
Title:
	 	 	 
	 	
COMERICA BANK-CALIFORNIA (INSTITUTIONAL

TRUST DEPARTMENT)

Securities Intermediary
	 	 	 
	 	By:  	
/s/ Robert H. Gajewski
	 	 	


	 	 	 
	 	
Title: Senior Vice President




11









 



Exhibit A

Account Agreement



1






 





Exhibit B

Statement



2






 





INTELLECTUAL PROPERTY SECURITY AGREEMENT



          This Intellectual Property Security Agreement (the “Agreement”) is made as
of November 19, 2002, by and between THERMAWAVE, INC. (“Grantor”), and COMERICA
BANK-CALIFORNIA (“Secured Party”).



RECITALS




		
	 	          A.     Secured Party has agreed to make certain advances of money and to
extend certain financial accommodations to Grantor (the “Loans”) in the
amounts and manner set forth in that certain Loan and Security Agreement,
dated as of March 28, 2001, as amended by an Amendment to Loan and
Security Agreement dated as of December 21, 2001, as amended by that
Second Amendment to Loan and Security Agreement dated as of even date
herewith, as may be further amended (the “Loan Agreement;” all
capitalized terms used herein without definition shall have the meanings
ascribed to them in the Loan Agreement).




		
	 	          B.     Secured Party is willing to make the Loans to Grantor, but only
upon the condition, among others, that Grantor shall grant to Secured
Party a security interest in all of Grantor’s right title, and interest
in, to and under all of the Collateral, as defined in this Agreement.



          NOW, THEREFORE, THE PARTIES HERETO AGREE AS FOLLOWS:



          1.     Grant of Security Interest. As collateral security for the prompt and
complete payment and performance of all of Grantor’s present or future
indebtedness, obligations and liabilities to Secured Party, Grantor hereby
grants a security interest and mortgage to Secured Party, as security, in and
to Grantor’s entire right, title and interest in, to and under all of its
intellectual property, including without limitation the following (all of which
shall collectively be called the “Collateral”):



               (a)     Any and all copyright rights, copyright applications, copyright
registrations and like protections in each work or authorship and derivative
work thereof, whether published or unpublished and whether or not the same also
constitutes a trade secret, now or hereafter existing, created, acquired or
held, including without limitation those set forth on Exhibit A attached hereto
(collectively, the “Copyrights”);



               (b)     Any and all trade secrets, and any and all intellectual property
rights in computer software and computer software products now or hereafter
existing, created, acquired or held;



               (c)     Any and all design rights which may be available to Grantor now or
hereafter existing, created, acquired or held;



               (d)     All patents, patent applications and like protections including
without limitation improvements, divisions, continuations, renewals, reissues,
extensions and continuations-in-part of the same, including without limitation
the patents and patent applications set forth on Exhibit B attached hereto
(collectively, the “Patents”);



               (e)     Any trademark and servicemark rights, whether registered or not,
applications to register and registrations of the same and like protections,
and the entire goodwill of the business of Grantor connected with and
symbolized by such trademarks, including without limitation those set forth on
Exhibit C attached hereto (collectively, the “Trademarks”);



               (f)     Any and all claims for damages by way of past, present and future
infringement of any of the rights included above, with the right, but not the
obligation, to sue for and collect such damages for said use or infringement of
the intellectual property rights identified above;



               (g)     All licenses or other rights to use any of the Copyrights, Patents or
Trademarks, and all license fees and royalties arising from such use to the
extent permitted by such license or rights;



3






 





               (h)     All amendments, renewals and extensions of any of the Copyrights,
Trademarks or Patents; and



               (i)     All proceeds and products of the foregoing, including without
limitation all payments under insurance or any indemnity or warranty payable in
respect of any of the foregoing.



          2.  Covenants and Warranties. Grantor represents, warrants, covenants and
agrees as follows:



               (a)     Grantor is now the sole owner of the Collateral, except for licenses
granted by Grantor to its customers in the ordinary course of business;



               (b)     Except as set forth in the Schedule, Grantor’s rights as a licensee of
intellectual property do not give rise to more than five percent (5%) of its
gross revenue in any given month, including without limitation revenue derived
from the sale, licensing, rendering or disposition of any product or service;



               (c)     Performance of this Agreement does not conflict with or result in a
breach of any agreement to which Grantor is party or by which Grantor is bound;



               (d)     During the term of this Agreement, unless disclosed to the Bank in
writing, Grantor will not transfer or otherwise encumber any interest in the
Collateral, except for licenses granted by Grantor in the ordinary course of
business or as set forth in this Agreement;



               (e)     Except as disclosed in writing to Bank, to its knowledge, each of the
Patents is valid and enforceable, and no part of the Collateral has been judged
invalid or unenforceable, in whole or in part, and no claim has been made that
any part of the Collateral violates the rights of any third party;



               (f)     Grantor shall promptly advise Secured Party of any material change in
the composition of the Collateral, including but not limited to any subsequent
ownership right of the Grantor in or to any Trademark, Patent or Copyright not
specified in this Agreement;



               (g)     Borrower shall register or cause to be registered (to the extent not
already registered) with the United States Patent and Trademark Office or the
United States Copyright Office, as the case may be, those registerable
intellectual property rights now owned or hereafter developed or acquired by
Borrower, to the extent that Borrower, in its reasonable business judgment,
deems it appropriate to so protect such intellectual property rights. Borrower
shall promptly give Bank written notice of any applications or registrations of
intellectual property rights filed with the United States Patent and Trademark
Office, including the date of such filing and the registration or application
numbers, if any. Borrower shall (i) give Bank not less than 30 days prior
written notice of the filing of any applications or registrations with the
United States Copyright Office, including the title of such intellectual
property rights to be registered, as such title will appear on such
applications or registrations, and the date such applications or registrations
will be filed, and (ii) prior to the filing of any such applications or
registrations, shall execute such documents as Bank may reasonably request for
Bank to maintain its perfection in such intellectual property rights to be
registered by Borrower, and upon the request of Bank, shall file such documents
simultaneously with the filing of any such applications or registrations.
Upon filing any such applications or registrations with the United States
Copyright Office, Borrower shall promptly provide Bank with (i) a copy of such
applications or registrations, without the exhibits, if any, thereto, (ii)
evidence of the filing of any documents requested by Bank to be filed for Bank
to maintain the perfection and priority of its security interest in such
intellectual property rights, and (iii) the date of such filing;



               (h)     This Agreement creates, and in the case of after acquired Collateral,
this Agreement will create at the time Grantor first has rights in such after
acquired Collateral, in favor of Secured Party a valid and perfected first
priority security interest in the Collateral in the United States securing the
payment and performance of the obligations evidenced by the Loan Documents;



               (i)     All information heretofore, herein or hereafter supplied to Secured
Party by or on behalf of Grantor with respect to the Collateral is accurate and
complete in all material respects;



4






 





               (j)     Grantor shall not enter into any agreement that would materially
impair or conflict with Grantor’s obligations hereunder without Secured Party’s
prior written consent, which consent shall not be unreasonably withheld.
Grantor shall not permit the inclusion in any material contract to which it
becomes a party of any provisions that could or might in any way prevent the
creation of a security interest in Grantor’s rights and interests in any
property included within the definition of the Collateral acquired under such
contracts; and



               (k)     Upon any executive officer of Grantor obtaining actual knowledge
thereof, Grantor will promptly notify Secured Party in writing of any event
that materially adversely affects the value of any Collateral, the ability of
Grantor to dispose of any Collateral or the rights and remedies of Secured
Party in relation thereto, including the levy of any legal process against any
of the Collateral.



       3.     Secured Party’s Rights. Secured Party shall have the right, but not
the obligation, to take, at Grantor’s sole expense, any actions that Grantor is
required under this Agreement to take but which Grantor fails to take, after
fifteen (15) days’ notice to Grantor. Grantor shall reimburse and indemnify
Secured Party for all reasonable costs and reasonable expenses incurred in the
reasonable exercise of its rights under this section 3.



       4.     Inspection Rights. Grantor hereby grants to Secured Party and its
employees, representatives and agents the right to visit, during reasonable
hours upon prior reasonable written notice to Grantor, any of Grantor’s plants
and facilities that manufacture, install or store products (or that have done
so during the prior six-month period) that are sold utilizing any of the
Collateral, and to inspect the products and quality control records relating
thereto upon reasonable written notice to Grantor and as often as may be
reasonably requested.



       5.     Further Assurances; Attorney in Fact.



               (a)     On a continuing basis, Grantor will make, execute, acknowledge and
deliver, and file and record in the proper filing and recording places in the
United States, all such instruments, including appropriate financing and
continuation statements and collateral agreements and filings with the United
States Patent and Trademark Office and the Register of Copyrights, and take all
such action as may reasonably be deemed necessary or advisable, or as requested
by Secured Party, to perfect Secured Party’s security interest in all
Copyrights, Patents and Trademarks and otherwise to carry out the intent and
purposes of this Agreement, or for assuring and confirming to Secured Party the
grant or perfection of a security interest in all Collateral.



               (b)     Grantor hereby irrevocably appoints Secured Party as Grantor’s
attorney-in-fact, with full authority in the place and stead of Grantor and in
the name of Grantor, from time to time in Secured Party’s discretion, to take
any action and to execute any instrument which Secured Party may deem necessary
or advisable to accomplish the purposes of this Agreement, including (i) to
modify, in its sole discretion, this Agreement without first obtaining
Grantor’s approval of or signature to such modification by amending Exhibit A,
Exhibit B and Exhibit C, hereof, as appropriate, to include reference to any
right, title or interest in any Copyrights, Patents or Trademarks acquired by
Grantor after the execution hereof or to delete any reference to any right,
title or interest in any Copyrights, Patents or Trademarks in which Grantor no
longer has or claims any right, title or interest, (ii) to file, in its sole
discretion, one or more financing or continuation statements and amendments
thereto, relative to any of the Collateral without the signature of Grantor
where permitted by law and (iii) after the occurrence of an Event of Default,
to transfer the Collateral into the name of Secured Party or a third party to
the extent permitted under the California Uniform Commercial Code.



       6.     Events of Default. The occurrence of any of the following shall
constitute an Event of Default under the Agreement:



               (a)     An Event of Default occurs under the Loan Documents; or



               (b)     Grantor breaches any warranty or agreement made by Grantor in this
Agreement and, as to any breach that is capable of cure, Grantor fails to cure
such breach within five (5) days of the occurrence of such breach.



5






 



          7.     Remedies. Upon the occurrence and continuance of an Event of Default,
Secured Party shall have the right to exercise all the remedies of a secured
party under the California Uniform Commercial Code, including without
limitation the right to require Grantor to assemble the Collateral and any
tangible property in which Secured Party has a security interest and to make it
available to Secured Party at a place designated by Secured Party. Secured
Party shall have a nonexclusive, royalty free license to use the Copyrights,
Patents and Trademarks to the extent reasonably necessary to permit Secured
Party to exercise its rights and remedies upon the occurrence of an Event of
Default. Grantor will pay any expenses (including reasonable attorneys’ fees)
incurred by Secured Party in connection with the exercise of any of Secured
Party’s rights hereunder, including without limitation any expense incurred in
disposing of the Collateral. All of Secured Party’s rights and remedies with
respect to the Collateral shall be cumulative.



          8.     Indemnity. Grantor agrees to defend, indemnify and hold harmless
Secured Party and its officers, employees, and agents against: (a) all
obligations, demands, claims, and liabilities claimed or asserted by any other
party in connection with the transactions contemplated by this Agreement, and
(b) all losses or expenses in any way suffered, incurred, or paid by Secured
Party as a result of or in any way arising out of, following or consequential
to transactions between Secured Party and Grantor, whether under this Agreement
or otherwise (including without limitation reasonable attorneys’ fees and
reasonable expenses), except for losses arising from or out of Secured Party’s
gross negligence or willful misconduct.



          9.     Course of Dealing. No course of dealing, nor any failure to exercise,
nor any delay in exercising any right, power or privilege hereunder shall
operate as a waiver thereof.



          10.     Attorneys’ Fees. If any action relating to this Agreement is brought
by either party hereto against the other party, the prevailing party shall be
entitled to recover reasonable attorneys’ fees, costs and disbursements.



          11.     Amendments. This Agreement may be amended only by a written
instrument signed by both parties hereto.



          12.     Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original but all of which
together shall constitute the same instrument.



6






 





          13.     California Law and Jurisdiction; Jury Waiver. This Agreement shall be
governed by the laws of the State of California, without regard for choice of
law provisions. Grantor and Secured Party consent to the exclusive
jurisdiction of any state or federal court located in Santa Clara County,
California. GRANTOR AND SECURED PARTY EACH WAIVE THEIR RESPECTIVE RIGHTS TO A
JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THE
LOAN DOCUMENTS, THIS AGREEMENT, OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREIN,
INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS, AND ALL OTHER
COMMON LAW OR STATUTORY CLAIMS.



          IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the
day and year first above written.




	 	 	 
	 	 	
GRANTOR:
	 	 	 
	Address of Grantor:	 	
THERMA-WAVE, INC.
	 	 	 
	1250 Reliance Way

Fremont, CA 94539	 	
By: /s/ L. Ray Christie


	 	 	 
	 	 	
Its: Vice President, CFO & Secretary
	 	 	 
	Attn: Ray Christie	 	 
	 	 	 
	 	 	
SECURED PARTY
	 	 	 
	Address of Secured Party:	 	
COMERICA BANK-CALIFORNIA
	 	 	 
	333 West Santa Clara Street

San Jose, CA 95113	 	
By: /s/ Benjamin Yu



	 	 	 
	 	 	
Its: Corporate Banking Officer
	 	 	 
	Attn: Corporate Banking Center	 	 



7






 



EXHIBIT A



Copyrights




	 	 	 
	Description	 	Registration Number	 	 	Registration Date
	
	 	
	 	 	






8






 





EXHIBIT B



Patents




	 	 	 	 	 	 	 
	Description	 	Patent Number	 	Issue Date
	
	 	
	 	

	A method for evaluating the
quality of the bond between two
members utilizing thermoacoustic
microscopy	 	 	
4,484,820	 	 	11/27/84
	 	 	 	 	 	 	 
	Thermoacoustic microscopy	 	 	
4,255,971	 	 	03/17/81
	 	 	 	 	 	 	 
	A method for detection of thermal
waves with a laser probe	 	 	
4,521,118	 	 	06/04/85
	 	 	 	 	 	 	 
	Thin film thickness measurements
and depth profiling utilizing a
thermal wave detection system	 	 	
4,513,384	 	 	04/23/85
	 	 	 	 	 	 	 
	Thin film thickness measurement with thermal waves	 	 	
4,522,510	 	 	06/11/85
	 	 	 	 	 	 	 
	Method and apparatus for
evaluation surface conditions of a
sample (more-thermaprobe)	 	 	
4,636,088	 	 	01/13/87
	 	 	 	 	 	 	 
	Method and apparatus for
evaluation surface and subsurface
features in a semiconductor
(plasma waves)	 	 	
4,952,063	 	 	08/28/90
	 	 	 	 	 	 	 
	Method and apparatus for
evaluation surface and subsurface
features in a semiconductor
(plasma waves)	 	 	
5,042,952	 	 	08/27/91
	 	 	 	 	 	 	 
	Evaluation of surface and
subsurface characteristics of a
sample (scattering)	 	 	
4,532,561	 	 	12/30/86
	 	 	 	 	 	 	 
	Method and apparatus for optically
detecting surface states in
materials	 	 	
4,750,822	 	 	06/14/88
	 	 	 	 	 	 	 
	Method and apparatus for
identifying and locating area of
interest on a work piece (line
flight scan)	 	 	
4,795,260	 	 	01/03/89
	 	 	 	 	 	 	 
	Method and apparatus for measuring
thickness of thin films
(multi-angle interferometry)	 	 	
4,999,014	 	 	03/12/91
	 	 	 	 	 	 	 
	High resolution ellipsometric apparatus (multiple angle)	 	 	
5,042,951	 	 	08/27/91
	 	 	 	 	 	 	 
	High resolution ellipsometric
apparatus (reissue)	 	 	 	 	 	 



9






 




	 	 	 	 	 	 	 
	Description	 	Patent Number	 	Issue Date
	
	 	
	 	

	Method and apparatus for
evaluating ion implant dosage
levels in semiconductors	 	 	
5,074,669	 	 	12/24/91
	 	 	 	 	 	 	 
	Apparatus for measuring grain
sizes in metalized layers	 	 	
5,149,978	 	 	09/22/92
	 	 	 	 	 	 	 
	Optical measurement device with
enhanced sensitivity (spatial
filter)	 	 	
5,159,412	 	 	10/27/92
	 	 	 	 	 	 	 
	Method and apparatus for
evaluating the thickness of thin
films (optiprobe-integrated
microellipsometer)	 	 	
5,181,080	 	 	01/19/93
	 	 	 	 	 	 	 
	Apparatus for evaluating thermal
and electrical characteristics in
a sample	 	 	
5,228,776	 	 	07/20/93
	 	 	 	 	 	 	 
	Multiple angle spectroscopic
analyzer utilizing interferometric
and ellipsometric devices	 	 	
5,412,473	 	 	05/02/95
	 	 	 	 	 	 	 
	Multiple angle spectroscopic analyzer	 	 	
5,596,406	 	 	01/21/97
	 	 	 	 	 	 	 
	Integrated spectroscopic
ellipsometer	 	 	
5,596,411	 	 	01/21/97
	 	 	 	 	 	 	 
	Broadband spectroscopic rotating
compensator ellipsometer	 	 	
5,877,859	 	 	03/02/99
	 	 	 	 	 	 	 
	Broadband spectroscopic rotating compensator ellipsometer	 	 	
5,973,787	 	 	10/26/99
	 	 	 	 	 	 	 
	Broadband spectroscopic rotating
compensator ellipsometer	 	 	
6,134,012	 	 	10/17/00
	 	 	 	 	 	 	 
	Broadband spectroscopic rotating
compensator ellipsometer	 	 	
09/619,456	 	 	07/19/00
	 	 	 	 	 	 	 
	Broadband spectroscopic rotating
compensator ellipsometer	 	 	
Need serial number	 	 	08/31/01
	 	 	 	 	 	 	 
	Method and apparatus for optical
data analysis	 	 	
5,864,633	 	 	01/26/99
	 	 	 	 	 	 	 
	Method and apparatus for optical
data analysis	 	 	
5,953,446	 	 	09/14/99
	 	 	 	 	 	 	 
	A thin film optical measurement
system and method with calibrating
ellipsometer	 	 	
5,798,837	 	 	08/25/98



10






 



	 	 	 	 	 	 	 
	Description	 	Patent Number	 	Issue Date
	
	 	
	 	

	A thin film optical measurement
system and method with calibrating
ellipsometer	 	 	
5,900,939	 	 	05/04/99
	 	 	 	 	 	 	 
	A thin film optical measurement
system and method with calibrating
ellipsometer	 	 	
09/247,121	 	 	02/08/99
	 	 	 	 	 	 	 
	Thin film optical measurement
system and method with calibrating
ellipsometer	 	 	
09/886,514	 	 	06/21/01
	 	 	 	 	 	 	 
	An apparatus for analyzing
multi-layer thin film stacks on

semiconductors	 	 	
6,278,519	 	 	08/21/01
	 	 	 	 	 	 	 
	An apparatus for analyzing
multi-layer thin film stacks on

semiconductors	 	 	
09/563,152	 	 	05/02/00
	 	 	 	 	 	 	 
	Apparatus for analyzing
multi-layer thin film stacks on

semiconductors	 	 	
5,978,074	 	 	11/02/99
	 	 	 	 	 	 	 
	Apparatus for analyzing
multi-layer thin film stacks on

semiconductors	 	 	
6,191,846	 	 	02/20/01
	 	 	 	 	 	 	 
	Apparatus for analyzing
multi-layer thin film stacks on

semiconductors	 	 	
09/688,562	 	 	10/16/00
	 	 	 	 	 	 	 
	Precision alignment of unpatterned
wafers	 	 	
09/384,476	 	 	08/27/99
	 	 	 	 	 	 	 
	Combination thin-film stress and
thickness measurement device	 	 	
09/384,474	 	 	08/27/99
	 	 	 	 	 	 	 
	Optical inspection equipment for
semiconductor wafers with
precleaning	 	 	
09/294,869	 	 	04/20/99
	 	 	 	 	 	 	 
	Optical inspection equipment for
semiconductor wafers with
precleaning	 	 	
09/499/478	 	 	02/07/00
	 	 	 	 	 	 	 
	Method and apparatus for preparing
semiconductor wafers for
measurement	 	 	
09/859,917	 	 	05/17/01
	 	 	 	 	 	 	 
	Combination optical and electrical
metrology apparatus	 	 	
09/519,051	 	 	03/03/00
	 	 	 	 	 	 	 
	Ellipsometer and polarimeter with
zero-order plate	 	 	
6,181,421	 	 	01/30/01
	 	 	 	 	 	 	 
	X-ray thickness gauge	 	 	
5,619,548	 	 	04/08/97



11






 



	 	 	 	 	 	 	 
	Description	 	Patent Number	 	Issue Date
	
	 	
	 	

	Measurement of thin films and
barrier layers on patterned wafers
with x-ray reflectometry	 	 	
09/629,407	 	 	08/01/00
	 	 	 	 	 	 	 
	Spatial averaging technique for
ellipsometry	 	 	
6,281,027	 	 	08/28/01
	 	 	 	 	 	 	 
	Spatial averaging technique for
ellipsometry	 	 	
09/871,220	 	 	05/31/01
	 	 	 	 	 	 	 
	Apparatus for analyzing samples
using combined thermal wave and
x-ray reflectance measurements	 	 	
09/761,132	 	 	01/16/01
	 	 	 	 	 	 	 
	Multi-domain optimization	 	 	
09/542,724	 	 	04/04/00
	 	 	 	 	 	 	 
	Combination thermal wave and
optical measurement system	 	 	
09/499,974	 	 	
02/08/00
	 	 	 	 	 	 	 
	Fiber filtered laser system for
use in measuring thin film
thickness	 	 	
09/494,730	 	 	01/31/00
	 	 	 	 	 	 	 
	Evaluation of etching processes in
semiconductors	 	 	
09/500,744	 	 	02/09/00
	 	 	 	 	 	 	 
	XRR commercial improvements
	 	 	
09/527,389
	 	 	03/16/00


	 	 	 	 	 	 	 
	
“AE” temperature and thickness
measurement	 	 	
09/575,295	 	 	05/19/00
	 	 	 	 	 	 	 
	Critical dimension analysis with
simultaneous multiple angle of
incidence measurement	 	 	
09/818,703	 	 	03/27/01
	 	 	 	 	 	 	 
	Analysis of interface layer
characteristics	 	 	
09/804,765	 	 	03/13/01
	 	 	 	 	 	 	 
	Refractive focusing SE	 	 	
09/848,733	 	 	05/03/01
	 	 	 	 	 	 	 
	Method for determining ion
concentration and energy level of
shallow junction implants	 	 	
09/884,262	 	 	06/19/01
	 	 	 	 	 	 	 
	Method of monitoring the
fabrication of thin film layers
forming a DWDM filter	 	 	
09/939,817	 	 	08/27/01
	 	 	 	 	 	 	 
	X-ray detector shield	 	 	 	 	 	(provisional application expired 10/10/01)
	 	 	 	 	 	 	 
	Ellipsometer w/gradium lens	 	 	
09/779,761	 	 	08/08/01
	 	 	 	 	 	 	 
	XRR w/adjustable take-off angle	 	 	 	 	 	(provisional application expired 01/11/02)



12






 




	 	 	 	 	 	 	 
	Description	 	Patent Number	 	Issue Date
	
	 	
	 	

	Thin films nitration monitoring
method	 	 	
09/864,981	 	 	05/24/01
	 	 	 	 	 	 	 
	Purge system for optical
measurement	 	 	 	 	 	(provisional application expired 04/11/02)
	 	 	 	 	 	 	 
	Coaxial imaging light source (coil)	 	 	
09/927,068	 	 	08/09/01
	 	 	 	 	 	 	 
	Optics for broadband measurements	 	 	
Pending serial number	 	 	08/30/01
	 	 	 	 	 	 	 
	Double ellipsometer	 	 	 	 	 	(provisional application expired 08/09/02)
	 	 	 	 	 	 	 
	Chuck integrated reference sample	 	 	 	 	 	(provisional application expired 04/30/02)
	 	 	 	 	 	 	 
	Separating specular & diffuse
scatter in XRR	 	 	 	 	 	(provisional application expired 04/30/02)
	 	 	 	 	 	 	 
	Real time analysis of periodic
structures on semiconductor	 	 	
09/906,290	 	 	07/06/01
	 	 	 	 	 	 	 
	Compact imaging spectrometer	 	 	
Pending serial number	 	 	09/06/01
	 	 	 	 	 	 	 
	Stage rotation edge measurements	 	 	 	 	 	(provisional application expired 06/15/02)
	 	 	 	 	 	 	 
	Diffractive optical elements
& grid polarizer	 	 	 	 	 	(provisional application expired 06/18/02)
	 	 	 	 	 	 	 
	R-theta stage rotation center
algorithm	 	 	 	 	 	(provisional application expired 07/16/02)
	 	 	 	 	 	 	 
	CD metrology using Green’s function	 	 	 	 	 	(provisional application expired 08/10/02)
	 	 	 	 	 	 	 
	Detection configuration for
optical metrology	 	 	 	 	 	(provisional application expired 08/28/02)



13






 



EXHIBIT C



Trademarks




	 	 	 	 	 	 	 	 	 
	 	 	Registration/Application	 	Registration/Application
	Description	 	Number	 	Date
	
	 	
	 	

	Therma-probe
	 	 	1,715,145	 	 	 	09/15/92	 
	 	 	 	 	 	 	 	 	 
	Opti-probe
	 	 	1,661,280	 	 	 	10/15/91	 
	 	 	 	 	 	 	 	 	 
	(design)
	 	 	1,636,760	 	 	 	03/05/91	 
	 	 	 	 	 	 	 	 	 
	Metaprobe
	 	 	75/255,334	 	 	 	03/11/97	 
	 	 	 	 	 	 	 	 	 
	Metaprobex
	 	 	76/219,720	 	 	 	03/05/01	 
	 	 	 	 	 	 	 	 	 
	Therma-wave
	 	 	2,165,847	 	 	 	06/16/98	 
	 	 	 	 	 	 	 	 	 
	BPR
	 	 	2,271,440	 	 	 	08/24/99	 
	 	 	 	 	 	 	 	 	 
	Beam Profile Reflectrometry
	 	 	75/342,802	 	 	 	08/18/97	 
	 	 	 	 	 	 	 	 	 
	Beam Profile Ellipsometry
	 	 	75/344,868	 	 	 	08/18/97	 
	 	 	 	 	 	 	 	 	 
	BPE
	 	 	2,268,211	 	 	 	08/10/99	 
	 	 	 	 	 	 	 	 	 
	AE
	 	 	2,290,866	 	 	 	11/09/99	 
	 	 	 	 	 	 	 	 	 
	Microae
	 	 	75/601,345	 	 	 	12/08/98	 
	 	 	 	 	 	 	 	 	 
	MAE
	 	 	75/601,342	 	 	 	12/08/98	 
	 	 	 	 	 	 	 	 	 
	FAB Productivity Enhancement
	 	 	75/653,220	 	 	 	03/04/99	 
	 	 	 	 	 	 	 	 	 
	FPE
	 	 	2,403,438	 	 	 	11/14/00	 
	 	 	 	 	 	 	 	 	 
	Absolute Ellipsometer
	 	 	2,364,232	 	 	 	07/04/00	 
	 	 	 	 	 	 	 	 	 
	Desorber
	 	 	2,420,246	 	 	 	01/09/01	 
	 	 	 	 	 	 	 	 	 
	Environmental Film Desorber
	 	 	76/026,659	 	 	 	04/14/00	 
	 	 	 	 	 	 	 	 	 
	EFD
	 	 	76/025,683	 	 	 	04/141/00	 
	 	 	 	 	 	 	 	 	 
	Integra
	 	 	76/074,286	 	 	 	06/20/00	 
	 	 	 	 	 	 	 	 	 
	WBWS
	 	 	76/272,994	 	 	 	06/18/01	 
	 	 	 	 	 	 	 	 	 
	Coils
	 	 	76/274,897	 	 	 	07/16/01	 
	 	 	 	 	 	 	 	 	 
	RT-CD
	 	 	76/313,612	 	 	 	09/12/01	 
	 	 	 	 	 	 	 	 	 
	CD-Probe
	 	 	76/315,694	 	 	 	09/21/01	 




14