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EXHIBIT 10.2.1
RECORDING REQUESTED BY
AND WHEN RECORDED, RETURN TO:
Xxxxxx, Xxxxxxxxxx & Xxxxxxxxx
Old Federal Reserve Bank Building
000 Xxxxxxx Xxxxxx
Xxx Xxxxxxxxx, XX 00000
Attn: Xxxxx X. Xxxxxx, Esq.
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SECOND AMENDMENT TO FACILITY 2 LEASE AGREEMENT,
CONSTRUCTION DEED OF TRUST
WITH ASSIGNMENT OF RENTS,
SECURITY AGREEMENT AND FIXTURE FILING
THIS SECOND AMENDMENT TO FACILITY 2 LEASE AGREEMENT, CONSTRUCTION DEED
OF TRUST WITH ASSIGNMENT OF RENTS, SECURITY AGREEMENT AND FIXTURE FILING (this
"Amendment"), dated as of September 26, 1997, is entered into by and between:
(1) NOVELLUS SYSTEMS, INC., a California corporation ("Lessee"); and
(2) LEASE PLAN NORTH AMERICA, INC., an Illinois corporation ("Lessor").
RECITALS
A. Lessee, Lessor, each of the financial institutions listed in Schedule
I to the Participation Agreement (referred to below) (collectively, the
"Participants"), and ABN AMRO BANK, N.V., acting through its San Francisco
International Branch, as agent for the Participants (in such capacity, "Agent"),
are parties to a Participation Agreement dated as of June 9, 1997, as amended by
a letter agreement dated June 20, 1997, a First Amendment to Participation
Agreement dated as of August 28, 1997, and a Second Amendment to Participation
Agreement dated as of September 26, 1997 (as so amended, the "Participation
Agreement").
B. Lessee and Lessor are parties to that certain Facility 2 Lease
Agreement, Construction Deed of Trust with Assignment of Rents, Security
Agreement and Fixture Filing dated as of June 9, 1997, and recorded on June 10,
1997, in the Official Records of Santa Xxxxx County, California, as Document No.
13735220, as amended by that certain First Amendment to Facility 2 Lease
Agreement, Construction Deed of Trust with Assignment of Rents, Security
Agreement and Fixture Filing dated as of August 28, 1997, and recorded on August
29, 1997, in the Official Records of Santa Xxxxx County, California, as Document
No. 13835198 (as so amended, the "Facility 2 Lease Agreement").
C. Pursuant to the terms of the Participation Agreement, Lessee has
requested that Lessor acquire those certain real properties described in Exhibit
A attached hereto (respectively, the "Tract 5 Land" and the "Tract 6 Land"), and
all Improvements thereon.
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D. Lessee and Lessor now desire to amend the Facility 2 Lease Agreement
to add the Tract 5 Land and the Improvements on the Tract 5 Land and the
Improvements on the Tract 6 Land to the property under the Facility 2 Lease
Agreement.
AGREEMENT
NOW, THEREFORE, in consideration of the above recitals and for other
good and valuable consideration, the receipt and adequacy of which are hereby
acknowledged, Lessee and Lessor hereby agree as follows:
1. DEFINITIONS, INTERPRETATION. All capitalized terms defined above and
elsewhere in this Amendment shall be used herein as so defined. Unless
otherwise defined herein, all other capitalized terms used herein shall
have the respective meanings given to those terms in Schedule 1.01 to
the Participation Agreement. The rules of construction set forth in
Schedule 1.02 to the Participation Agreement shall, to the extent not
inconsistent with the terms of this Amendment, apply to this Amendment
and are hereby incorporated by reference.
2. AMENDMENTS TO THE FACILITY 2 LEASE AGREEMENT. The Facility 2 Lease
Agreement is hereby amended as follows:
(a) Exhibit A(1) of the Facility 2 Lease Agreement is hereby
amended by adding thereto the property description of Tract 5 as set
forth in Exhibit A to this Amendment. Without limiting the effect of
such addition, Lessee and Lessor specifically acknowledge and agree
that, on and after the date hereof, (i) the lien of the Facility 2 Lease
Agreement includes all of Lessee's right, title and interest in and to
the Tract 5 Land and all the Improvements on the Tract 5 Land, and (ii)
the term "Facility 2 Land" as defined in the Facility 2 Lease Agreement
includes the Tract 5 Land.
(b) Exhibit A(2) of the Facility 2 Lease Agreement is hereby
amended by adding thereto the property description of Tract 6 as set
forth in Exhibit A to this Amendment. Without limiting the effect of
such addition, Lessee and Lessor specifically acknowledge and agree
that, on and after the date hereof, (i) the lien of the Facility 2 Lease
Agreement includes all of Lessee's right, title and interest in and to
all the Improvements on the Tract 6 Land, and (ii) the term "Facility 1
Land" as defined in the Facility 2 Lease Agreement includes the Tract 6
Land.
3. EFFECT OF THIS AMENDMENT. On and after the date of this Amendment,
each reference in the Facility 2 Lease Agreement and the other Operative
Documents to the Facility 2 Lease Agreement shall mean the Facility 2 Lease
Agreement as amended hereby. Except as specifically amended above, (a) the
Facility 2 Lease Agreement and the other Operative Documents shall remain in
full force and effect and are hereby ratified and affirmed and (b) the
execution, delivery and effectiveness of this Amendment shall not, except as
expressly provided herein, operate as a waiver of any right, power, or remedy of
Lessor, the Participants or Agent, nor constitute a waiver of any provision of
the Facility 2 Lease Agreement or any other Operative Document.
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4. MISCELLANEOUS.
(a) Counterparts. This Amendment may be executed in any number of
counterparts, each of which shall be deemed an original, but all of
which taken together shall constitute one and the same instrument. The
signature page and acknowledgment of any counterpart may be removed
therefrom and attached to any other counterpart to evidence execution
thereof by all of the parties hereto without affecting the validity
thereof.
(b) Headings. Headings in this Amendment are for convenience of
reference only and are not part of the substance hereof.
(c) Governing Law. This Amendment shall be governed by and
construed in accordance with the laws of the State of California without
reference to conflicts of law rules.
[The signature page follows.]
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IN WITNESS WHEREOF, Lessee and Lessor have caused this Amendment to be
executed as of the day and year first above written.
LESSEE: NOVELLUS SYSTEMS, INC.
By:_________________________________
Name:____________________________
Title:_____________________________
LESSOR: LEASE PLAN NORTH AMERICA, INC.
By:_________________________________
Name:____________________________
Title:_____________________________
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