**Exhibit 10.19**

 

FIRST AMENDMENT TO CREDIT AGREEMENT

 

THIS FIRSTAMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is entered into as of June 7,2002 by and between CYMER, INC (“Borrower”), and WELLS FARGO HSBC TRADE BANK,NATIONAL ASSOCIATION (“Trade Bank”).

 

RECITALS

 

WHEREAS,Borrower is currently indebted to Trade Bank pursuant to the terms andconditions of that certain Credit Agreement between Borrower and Trade Bankdated as of June 28, 2001, as amended from time to time (“Credit Agreement”).

 

WHEREAS, TradeBank and Borrower have agreed to certain changes in the terms and conditionsset forth in the Credit Agreement and have agreed to amend the Credit Agreementto reflect said changes.

 

NOW,THEREFORE, for valuable consideration, the receipt and sufficiency of which arehereby acknowledged, the parties hereto agree that the Credit Agreement shallbe amended as follows:

 

I.                                         Article**I. CREDIT FACILITY,**  Section 1.1 **The Facility** is hereby amended by deleting “**June 15, 2002”** as the Facility TerminationDate, and by substituting **“June 16, 2003”**therefor.

 

II.                                     Article**VII. DEFINITIONS**  Section 8.20 **“Subordinated Debt”** is hereby deleted in its entirety,and the following substituted therefor:

 

“8.20 **“Subordinated Debt”** means Borrower’s 31/2% Convertible Subordinated Notes due February 15, 2009 as amended,supplemented, extended, restated, renewed or otherwise modified from time totime (“Convertible Notes”), and any other indebtedness of Borrower subordinatedto the Obligations by an instrument or agreement in form reasonably acceptableto Trade Bank or by subordination language reasonably acceptable to Trade Bankor by subordination language reasonably acceptable to Trade Bank in theinstrument evidencing such indebtedness.”

 

III.                                 The**TERMS:****Maturity**section of **EXHIBIT B, REVOLING CREDIT FACILITY SUPPLEMENT**ishereby deleted in its entirety, and the following substituted therefor:

 

**“Maturity:**  All Revolving Credit Loans will mature onJune 16, 2003.”

 

Except as specifically provided herein, all terms and conditions of theCredit Agreement remain in full force and effect, without waiver ormodification. All terms defined in the Credit Agreement shall have the samemeaning when used in this Amendment. This Amendment and the Credit Agreement shall be read together, as onedocument.

 

Borrower hereby remakes all representations and warranties contained inthe Credit Agreement and reaffirms all covenants set forth therein.  Borrower further certifies that as of thedate of this Amendment there exists no Event of Default as defined in theCredit Agreement, nor any condition, act or event which with the giving ofnotice or the passage of time or both would constitute any such Even ofDefault.

 

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IN WITNESSWHEREOF, the parties hereto have caused this amendment to be executed as of theday and year first written above.

 

 
| CYMER, INC.                                                                             | WELLS FARGO HSBC TRADE BANK,  NATIONAL ASSOCIATION |
|-----------------------------------------------------------------------------------------|----------------------------------------------------|
|                                                                                    |                                               |
|                                                                                    |                                               |
|                                                                                    |                                               |
| By:                                                                                     | /s/ Nancy J.  Baker                                |   | By: | /s/ Kollyn  D. Kanz |   |
|             Nancy  J. Baker |                                               | Kollyn Kanz |
|                                                                                    |                                               |   |
| Title:                                                                                  | Sr. Vice  President and CFO                        |   | Title: |  Assistant Vice President |   |   |
|                                                                                         |                                                    |  |  |  |  |  |  |  |  |  |

 

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| **WELLS FARGO HSBC TRADE BANK** |   | **REVOLVING CREDIT LOANS NOTE** |
|---------------------------------|--------|---------------------------------|

 

 
| $10,000,000 |   | Los Angeles, California |
|-------------|--------|-------------------------|
|        |   | June 7, 2002            |

 

FOR VALUE RECEIVED, theundersigned CYMER, INC., a Nevada corporation (“Borrower”) promises to pay tothe order of WELLS FARGO HSBC TRADE BANK, NATIONAL ASSOCIATION (“Trade Bank”)at its office at 333 So. Grand Avenue, 8th Floor, Los Angeles, CA90071, or at such other place as the holder hereof may designate, in lawfulmoney of the United States of America and in immediately available funds, theprincipal sum of Ten Million Dollars ($10,000,000), or so much thereof as maybe advanced and be outstanding, with interest thereon, to be computed on eachadvance from the date of its disbursement (computed on the basis of a 360-dayyear, actual days elapsed) either (i) at a fluctuating rate per annum equal tothe Prime Rate in effect from time to time, or (ii) at a fixed rate per annumdetermined by WELLS FARGO BANK, NATIONAL ASSOCIATION (“Bank”) to be one andthree-quarters percent (1.75%) above Bank’s LIBOR in effect on the first day ofthe applicable Fixed Rate Term. When interest is determined in relation to thePrime Rate, each change in the rate of interest hereunder shall becomeeffective on the date each Prime Rate change is announced within Bank.  With respect to each LIBOR option selectedhereunder, Trade Bank is hereby authorized to note the date, principal amount,interest rate and Fixed Rate Term applicable thereto and any payments madethereon on Trade Bank’s books and records (either manually or by electronicentry) and/or on any schedule attached to this Note, which notations shall beprima facie evidence of the accuracy of the information noted.

 

# 1.             **DEFINITIONS**:  As used herein, the following terms shallhave the meanings set forth after each:

 

## 1.1           “**BusinessDay**” means any day except a Saturday, Sunday or any other daydesignated as a holiday under Federal or California statute or regulation.

 

## 1.2           “**FixedRate Term**” means a period commencing on a Business Day andcontinuing for thirty (30), sixty (60) or ninety (90) or one hundred eighty(180) days, as designated by Borrower, during which all or a portion of theoutstanding principal balance of this Note bears interest determined inrelation to Bank’s LIBOR; provided however, that no Fixed Rate Term may beselected for a principal amount less than One Hundred Thousand Dollars($100,000); and provided further, that no Fixed Rate Term shall extend beyondthe scheduled maturity date hereof. If any Fixed Rate Term would end on a daywhich is not a Business Day, then such Fixed Rate Term shall be extended to thenext succeeding Business Day.

 

## 1.3           “**LIBOR**”means the rate per annum (rounded upward, if necessary, to the nearest whole1/100 of 1%) and determined pursuant to the following formula:

 

| LIBOR  | =      | Base LIBOR                       |
|--------|--------|----------------------------------|
|   |   | 100% - LIBOR  Reserve Percentage |

 

### (a)           “**Base LIBOR**”means the rate per annum for United States dollar deposits quoted by Bank asthe Inter-Bank Market Offered Rate, with the understanding that such rate isquoted by Bank for the purpose of calculating effective rates of interest forloans making reference thereto, on the first day of a Fixed Rate Term for deliveryof funds on said date for a period of time approximately equal to the number ofdays in such Fixed Rate Term and in an amount approximately equal to theprincipal amount to which such Fixed Rate Term applies.  Borrower understands and agrees that Bankmay base its quotation of the Inter-Bank Market Offered Rate upon such offersor other market indicators of the Inter-Bank Market as Bank in its discretiondeems appropriate including, but not limited to, the rate offered for U.S.dollar deposits on the London Inter-Bank Market.

 

### (b)           “**LIBORReserve Percentage**” means the reserve percentage prescribed by theBoard of Governors of the Federal Reserve System (or any successor) for“Eurocurrency Liabilities” (as defined in Regulation D of the Federal ReserveBoard, as amended), adjusted by Bank for expected changes in such reservepercentage during the applicable Fixed Rate Term.

 

## 1.4           “Prime Rate”means at any time the rate of interest most recently announced within Bank atits principal office in San Francisco as its Prime Rate, with theunderstanding that the Prime Rate is one of Bank’s base rates and serves as thebasis upon which effective rates of interest are calculated for those loansmaking reference thereto, and is evidenced by the recording thereof after itsannouncement in such internal publication or publications as Bank maydesignate.

 

# 2.             **INTEREST**:

 

## 2.1           **Payment of Interest**.  Interest accrued on this Note shall bepayable on the first day of each month, commencing July 1, 2002.

 

## 2.2           **Selection of Interest Rate Options**.  At any time any portion of this Note bearsinterest determined in relation to Bank’s LIBOR, it may be continued byBorrower at the end of the Fixed Rate Term applicable thereto so that all or aportion thereof bears interest determined in relation to the Prime Rate or inrelation to Bank’s LIBOR for a new Fixed Rate Term designated by Borrower.  At any time any portion of this Note bearsinterest determined in relation to the Prime Rate, Borrower may convert all ora portion thereof so that it bears interest determined in relation to Bank’sLIBOR for a Fixed Rate Term designated by Borrower.  At the time each advance is requested hereunder or Borrowerwishes to select the LIBOR option for all or a portion of the outstandingprincipal balance hereof, and at the end of each Fixed Rate Term, Borrowershall give Trade Bank notice specifying (a) the interest rate option 

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## selected by Borrower, (b) the principal amount subject thereto,and (c) if the LIBOR option is selected, the length of the applicable FixedRate Term.  Any such notice may be givenby telephone so long as, with respect to each LIBOR selection, (i) Trade Bankreceives written confirmation from Borrower not later than three (3) BusinessDays after such telephone notice is given, and (ii) such notice is given toTrade Bank prior to 10:00 a.m., California time, on the first day of the FixedRate Term.  For each LIBOR optionrequested hereunder, Trade Bank will quote the applicable fixed rate toBorrower at approximately 10:00 a.m., California time, on the first day of theFixed Rate Term.  If Borrower does notimmediately accept the rate quoted by Trade Bank, any subsequent acceptance byBorrower shall be subject to a redetermination by Trade Bank of the applicablefixed rate; provided however, that if Borrower fails to accept any such rate by11:00 a.m., California time, on the Business Day such quotation is given, thenthe quoted rate shall expire and Trade Bank shall have no obligation to permita LIBOR option to be selected on such day. If no specific designation of interest is made at the time any advanceis requested hereunder or at the end of any Fixed Rate Term, Borrower shall bedeemed to have made a Prime Rate interest selection for such advance or theprincipal amount to which such Fixed Rate Term applied.

 

# 3              **ADDITIONALLIBOR PROVISIONS**.

 

## 3.1           If Trade Bank at anytime shall determine that for any reason adequate and reasonable means do notexist for ascertaining Bank’s LIBOR, then Trade Bank shall promptly give noticethereof to Borrower.  If such notice isgiven and until such notice has been withdrawn by Trade Bank, than (i) no newLIBOR option may be selected by Borrower, and (ii) any portion of theoutstanding principal balance hereof which bears interest determined inrelation to Bank’s LIBOR, subsequent to the end of the Fixed Rate Termapplicable thereto, shall bear interest determined in relation to the PrimeRate.

 

## 3.2           If any law, treaty,rule, regulation or determination of a court or governmental authority or anychange therein or in the interpretation or application thereof (each, a “Changein Law”) shall make it unlawful for Trade Bank (i) to make LIBOR optionsavailable hereunder, or (ii) to maintain interest rates based on Bank’s LIBOR,then in the former event, any obligation of Trade Bank to make available suchunlawful LIBOR options shall immediately be canceled, and in the latter event,any such unlawful LIBOR-based interest rates then outstanding shall be converted,at Trade Bank’s option, so that interest on the portion of the outstandingprincipal balance subject thereto is determined in relation to the Prime Rate;provided however, that if any such Change in Law shall permit any LIBOR-basedinterest rates to remain in effect until the expiration of the Fixed Rate Termapplicable thereto, then such permitted LIBOR-based interest rates shallcontinue in effect until the expiration of such Fixed Rate Term.  Upon the occurrence of any of the foregoingevents, Borrower shall pay to Trade Bank immediately upon demand such amountsas may be necessary to compensate Trade Bank for any fines, fees, charges,penalties or other costs incurred or payable by Trade Bank as a result thereofand which are attributable to any LIBOR options made available to Borrowerhereunder, and any reasonable allocation made by Trade Bank among itsoperations shall be conclusive and binding upon Borrower.

 

## 3.3           If any Change in Lawor compliance by Trade Bank with any request or directive (whether or nothaving the force of law) from any central bank or other governmental authorityshall:

 

### (a)           subject Trade Bankto any tax, duty or other charge with respect to any LIBOR options, or changethe basis of taxation of payments to Trade Bank of principal, interest, fees orany other amount payable hereunder (except for changes in the rate of tax onthe overall net income of Trade Bank); or

 

### (b)           impose, modify orhold applicable any reserve, special deposit, compulsory loan or similarrequirement against assets held by, deposits or other liabilities in or for theaccount of, advances or loans by, or any other acquisition of funds by anyoffice of Trade Bank; or

 

### (c)           impose on Trade Bankany other condition;

 

andthe result of any of the foregoing is to increase the cost to Trade Bank ofmaking, renewing or maintaining any LIBOR options hereunder and/or to reduceany amount receivable by Trade Bank in connection therewith, then in any suchcase, Borrower shall pay to Trade Bank immediately upon demand such amounts asmay be necessary to compensate Trade Bank for any additional costs incurred byTrade Bank and/or reductions in amounts received by Trade Bank which areattributable to such LIBOR options.  Indetermining which costs incurred by Trade Bank and/or reductions in amountsreceived by Trade Bank are attributable to any LIBOR options made available toBorrower hereunder, any reasonable allocation made by Trade Bank among itsoperations shall be conclusive and binding upon Borrower.

 

# 4              **BORROWINGAND REPAYMENT**:

 

## 4.1           **Borrowing and Repayment**.  Borrower may from time to time during theterm of this Note borrow, partially or wholly repay its outstanding borrowings,and reborrow, subject to all of the limitations, terms and conditions of thisNote and of any document executed in connection with or governing this Note;provided however, that the total outstanding borrowings under this Note shallnot at any time exceed the principal amount stated above.  The unpaid principal balance of thisobligation at any time shall be the total amounts advanced hereunder by theholder hereof less the amount of principal payments made hereon by or for anyBorrower, which balance may be endorsed hereon from time to time by theholder.  The outstanding principalbalance of this Note shall be due and payable in full on June 16, 2003.

 

## 4.2           **Advances**.  Advances hereunder, to the total amount ofthe principal sum stated above, may be made by the holder at the oral orwritten request of Nancy J. Baker, any one acting alone, who are authorized torequest advances and direct the disposition of any advances until writtennotice of the revocation of such authority is received by the holder at theoffice designated above, or (b) any person, with respect to advances depositedto the credit of any 

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## account of any Borrower with the holder, which advances, when sodeposited, shall be conclusively presumed to have been made to or for thebenefit of each Borrower regardless of the fact that persons other than thoseauthorized to request advances may have authority to draw against suchaccount.  The holder shall have noobligation to determine whether any person requesting an advance is or has beenauthorized by any Borrower.

 

## 4.3           **Application of Payments**.  Each payment made on this Note shall becredited first, to any interest then due and second, to the outstandingprincipal balance hereof.  All paymentscredited to principal shall be applied first, to the outstanding principalbalance of this Note which bears interest determined in relation to the PrimeRate, if any, and second, to the outstanding principal balance of this Notewhich bears interest determined in relation to Bank’s LIBOR, with such paymentsapplied to the oldest Fixed Rate Term first.

 

## 4.4           **Prepayment**.

 

### (a)           **Prime Rate**.  Borrower may prepay principal on any portionof this Note which bears interest determined in relation to the Prime Rate atany time, in any amount and without penalty.

 

### (b)           **LIBOR**.  Borrower may prepay principal on any portionof this Note which bears interest determined in relation to Bank’s LIBOR at anytime and in the minimum amount of One Hundred Thousand Dollars ($100,000);provided however, that if the outstanding principal balance of such portion ofthis Note is less than said amount, the minimum prepayment amount shall be theentire outstanding principal balance thereof. In consideration of Trade Bank providing this prepayment option toBorrower, or if any such portion of this Note shall become due and payable atany time prior to the last day of the Fixed Rate Term applicable thereto byacceleration or otherwise, Borrower shall pay to Trade Bank immediately upondemand a fee which is the sum of the discounted monthly differences for eachmonth from the month of prepayment through the month in which such Fixed RateTerm matures, calculated as follows for each such month:

 

#### (1)           Determine the amountof interest which would have accrued each month on the amount prepaid at theinterest rate applicable to such amount had it remained outstanding until thelast day of the Fixed Rate Term applicable thereto.

 

#### (2)           Subtract from theamount determined in (1) above the amount of interest which would have accruedfor the same month on the amount prepaid for the remaining term of such FixedRate Term at Bank’s LIBOR in effect on the date of prepayment for new loansmade for such term and in a principal amount equal to the amount prepaid.

 

#### (3)           If the resultobtained in (2) for any month is greater than zero, discount that difference byBank’s LIBOR used in (2) above.

 

Each Borroweracknowledges that prepayment of such amount may result in Trade Bank incurringadditional costs, expenses and/or liabilities, and that it is difficult toascertain the full extent of such costs, expenses and/or liabilities.  Each Borrower, therefore, agrees to pay theabove-described prepayment fee and agrees that said amount represents areasonable estimate of the prepayment costs, expenses and/or liabilities ofTrade Bank.  If Borrower fails to pay anyprepayment fee when due, the amount of such prepayment fee shall thereafterbear interest until paid at a rate per annum two percent (2.00%) above thePrime Rate in effect from time to time (computed on the basis of a 360-dayyear, actual days elapsed).

 

# 5.             **EVENTS OF DEFAULT**:  This Note is made pursuant to and is subjectto the terms and conditions of that certain Credit Agreement between Borrowerand Trade Bank dated as of June 28, 2001, as amended from time to time (“CreditAgreement”).  Any default in the paymentor performance of any obligation under this Note, or any defined event ofdefault under the Credit Agreement, shall constitute an “Event of Default”under this Note.

 

# 6.             **MISCELLANEOUS**:

 

## 6.1           **Remedies**.  Upon the occurrence of any Event of Default,the holder of this Note, at the holder’s option, may declare all sums ofprincipal and interest outstanding hereunder to be immediately due and payablewithout presentment, demand, protest or notice of dishonor, all of which areexpressly waived by each Borrower, and the obligation, if any, of the holder toextend any further credit hereunder shall immediately cease and terminate.  Each Borrower shall pay to the holderimmediately upon demand the full amount of all payments, advances, charges,costs and expenses, including reasonable attorneys’ fees (to include outsidecounsel fees and all allocated costs of the holder’s in-house counsel),incurred by the holder in connection with the enforcement of the holder’srights and/or the collection of any amounts which become due to the holderunder this Note, and the prosecution or defense of any action in any wayrelated to this Note, including without limitation, any action for declaratoryrelief, and including any of the foregoing incurred in connection with anybankruptcy proceeding relating to any Borrower.

 

## 6.2           **Obligations Joint and Several**.  Should more than one person or entity signthis Note as a Borrower, the obligations of each such Borrower shall be jointand several.

 

 

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## 6.3           **Governing Law**.  This Note shall be governed by and construedin accordance with the laws of the State of California, except to the extentTrade Bank has greater rights or remedies under Federal law, whether as anational bank or otherwise, in which case such choice of California law shallnot be deemed to deprive Bank of any such rights and remedies as may beavailable under Federal law.

 

 

“BORROWER”

 

CYMER, INC.

 
| By:    | /s/ Nancy J. Baher         |
|--------|----------------------------|
|   | Nancy J. Baher             |
|   |                       |
| Title: | Sr. Vice President and CFO |

 
| Borrower’s Address:

16750 Via Del Campo Court

San Diego, CA 92127 |
|--------------------------------------------------------------------------|

 

 

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**ADDENDUM TO PROMISSORY NOTE**

 

 

                THIS ADDENDUM is attached to and made a part of that certain promissorynote executed by CYMER, INC., a Nevada corporation  (“Borrower”) and payable to WELLS FARGO HSBC TRADE BANK, NATIONALASSOCIATION, or order, dated as of June 7, 2002, in the principal amount of TenMillion Dollars ($10,000,000) (the “Note”).

 

                The following arbitration provision is hereby incorporated into theNote:

 

**ARBITRATION**:

 

# 1.**             Arbitration**. The parties hereto agree, upon demand by any party, to submit to bindingarbitration all claims, disputes and controversies between or among them (andtheir respective employees, officers, directors, attorneys, and other agents),whether in tort, contract or otherwise arising out of or relating to in any way(i) the loan and related loan and security documents which are the subject ofthis Note and its negotiation, execution, collateralization, administration,repayment, modification, extension, substitution, formation, inducement,enforcement, default or termination; or (ii) requests for additional credit.

 

# 2.             **Governing Rules**.  Any arbitration proceeding will (i) proceedin a location in California selected by the American Arbitration Association(“AAA”); (ii) be governed by the Federal Arbitration Act (Title 9 of the UnitedStates Code), notwithstanding any conflicting choice of law provision in any ofthe documents between the parties; and (iii) be conducted by the AAA, or suchother administrator as the parties shall mutually agree upon, in accordancewith the AAA’s commercial dispute resolution procedures, unless the claim orcounterclaim is at least $1,000,000.00 exclusive of claimed interest,arbitration fees and costs in which case the arbitration shall be conducted inaccordance with the AAA’s optional procedures for large, complex commercialdisputes (the commercial dispute resolution procedures or the optionalprocedures for large, complex commercial disputes to be referred to, asapplicable, as the “Rules”).  If thereis any inconsistency between the terms hereof and the Rules, the terms andprocedures set forth herein shall control. Any party who fails or refuses to submit to arbitration following ademand by any other party shall bear all costs and expenses incurred by suchother party in compelling arbitration of any dispute.  Nothing contained herein shall be deemed to be a waiver by anyparty that is a bank of the protections afforded to it under 12 U.S.C. §91 orany similar applicable state law.

 

# 3.             **No Waiver; Provisional Remedies,Self-Help and Foreclosure**. The arbitration requirement does not limit the right of any party to (i)foreclose against real or personal property collateral; (ii) exercise self-helpremedies relating to collateral or proceeds of collateral such as setoff orrepossession; or (iii) obtain provisional or ancillary remedies such asreplevin, injunctive relief, attachment or the appointment of a receiver,before during or after the pendency of any arbitration proceeding.  This exclusion does not constitute a waiverof the right or obligation of any party to submit any dispute to arbitration orreference hereunder, including those arising from the exercise of the actionsdetailed in sections (i), (ii) and (iii) of this paragraph.

 

# 4.             **Arbitrator Qualifications and Powers**.  Any arbitration proceeding in which theamount in controversy is $5,000,000.00 or less will be decided by a singlearbitrator selected according to the Rules, and who shall not render an awardof greater than $5,000,000.00.  Anydispute in which the amount in controversy exceeds $5,000,000.00 shall bedecided by majority vote of a panel of three arbitrators; provided however,that all three arbitrators must actively participate in all hearings anddeliberations.  The arbitrator will be aneutral attorney licensed in the State of California or a neutral retired judgeof the state or federal judiciary of California, in either case with a minimumof ten years experience in the substantive law applicable to the subject matterof the dispute to be arbitrated.  Thearbitrator will determine whether or not an issue is arbitratable and will giveeffect to the statutes of limitation in determining any claim.  In any arbitration proceeding the arbitratorwill decide (by documents only or with a hearing at the arbitrator’sdiscretion) any pre-hearing motions which are similar to motions to dismiss forfailure to state a claim or motions for summary adjudication.  The arbitrator shall resolve all disputes inaccordance with the substantive law of California and may grant any remedy orrelief that a court of such state could order or grant within the scope hereofand such ancillary relief as is necessary to make effective any award.  The arbitrator shall also have the power toaward recovery of all costs and fees, to impose sanctions and to take suchother action as the arbitrator deems necessary to the same extent a judge couldpursuant to the Federal Rules of Civil Procedure, the California Rules of CivilProcedure or other applicable law. Judgment upon the award rendered by the arbitrator may be entered in anycourt having jurisdiction.  Theinstitution and maintenance of an action for judicial relief or pursuit of aprovisional or ancillary remedy shall not constitute a waiver of the right ofany party, including the plaintiff, to submit the controversy or claim toarbitration if any other party contests such action for judicial relief.

 

# 5.             **Discovery**.  In any arbitration proceeding discovery willbe permitted in accordance with the Rules. All discovery shall be expressly limited to matters directly relevant tothe dispute being arbitrated and must be completed no later than 20 days beforethe hearing date and within 180 days of the filing of the dispute with theAAA.  Any requests for an extension ofthe discovery periods, or any discovery disputes, will be subject to finaldetermination by the arbitrator upon a showing that the request for discoveryis essential for the party’s presentation and that no alternative means forobtaining information is available.

 

# 6.             **Class Proceedings and Consolidations**.  The resolution of any dispute arisingpursuant to the terms of this Note shall be determined by a separatearbitration proceeding and such dispute shall not be consolidated with otherdisputes or included in any class proceeding.

 

# 7.             **Payment Of Arbitration Costs And Fees**.  The arbitrator shall award all costs andexpenses of the arbitration proceeding.

 

# 8.             **Real Property Collateral; JudicialReference**. Notwithstanding anything herein to the contrary, no dispute shall besubmitted to arbitration if the dispute concerns indebtedness secured directlyor indirectly, in whole or in part, by any real property unless (i) the holderof the mortgage, lien or security interest specifically elects in writing toproceed with the arbitration, or (ii) all parties to the arbitration waive anyrights or benefits that might accrue to them by virtue of the single actionrule statute of California, thereby agreeing that all indebtedness andobligations of the parties, and all mortgages, liens and security interestssecuring such indebtedness and obligations, shall remain fully valid andenforceable.  If any such dispute is notsubmitted to arbitration, the dispute shall be referred to a referee inaccordance with California Code of Civil Procedure Section 638 et seq., andthis general reference 

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# agreement is intended tobe specifically enforceable in accordance with said Section 638.  A referee with the qualifications requiredherein for arbitrators shall be selected pursuant to the AAA’s selectionprocedures.  Judgment upon the decisionrendered by a referee shall be entered in the court in which such proceedingwas commenced in accordance with California Code of Civil Procedure Sections644 and 645.

 

#                 **Miscellaneous**.** **To the maximum extentpracticable, the AAA, the arbitrators and the parties shall take all actionrequired to conclude any arbitration proceeding within 180 days of the filingof the dispute with the AAA.  Noarbitrator or other party to an arbitration proceeding may disclose theexistence, content or results thereof, except for disclosures of information bya party required in the ordinary course of its business or by applicable law orregulation.  If more than one agreementfor arbitration by or between the parties potentially applies to a dispute, thearbitration provision most directly related to the documents between theparties or the subject matter of the dispute shall control.  This Note may be amended or modified only inwriting signed by each party hereto.  Ifany provision of this Note shall be held to be prohibited by or invalid underapplicable law such provision shall be ineffective only to the extent of suchprohibition or invalidity, without invalidating the remainder of such provisionor any remaining provisions of this Note. This arbitration provision shall survive termination, amendment orexpiration of any of the documents or any relationship between the parties.

 

IN WITNESS WHEREOF, thisAddendum has been executed as of the same date as the Note.

 

 

 

 CYMER, INC.

 

 
| By:    | /s/ Nancy J. Baher         |
|--------|----------------------------|
|   | Nancy J. Baher             |
|   |                       |
| Title: | Sr. Vice President and CFO |

 

 

 

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