EXHIBIT 10.27
AMENDMENT NO. 1
TO PARTNERSHIP INTEREST AND SHARE PURCHASE AGREEMENT
AMENDMENT NO. 1, dated as of December 12, 1997 ("AMENDMENT NO. 1"), to
that certain Partnership Interest and Share Purchase Agreement, dated as of June
20, 1997 (the "AGREEMENT"), among TRIKON TECHNOLOGIES, INC., a California
corporation (the "COMPANY"), SBIC PARTNERS, L.P., a Texas limited partnership,
NORWEST EQUITY PARTNERS, V, a Minnesota Limited Liability Partnership, and R&M
PARTNERS/CVD, G.P., a California general partnership (collectively, the
"SELLERS").
W I T N E S S E T H :
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WHEREAS, the parties to the Agreement, pursuant to Section 7.7 of the
Agreement, desire to amend the Agreement; and
NOW, THEREFORE, in consideration of the foregoing and other good and
valuable consideration, the receipt and adequacy of which are hereby
acknowledged, and intending to be legally bound hereby, the parties hereto
hereby agree to amend the Agreement pursuant to Section 7.7 of the Agreement as
follows:
SECTION 1. Amendment to the Agreement.
(a) Section 5.1(e) of the Agreement is hereby amended and restated
as follows:
(e) If the First Registration does not become effective on or
prior to March 15, 1998 (the "Default Date"), the Company agrees to pay directly
to the holders of the Shares, which payments shall be allocated pro rata among
such holders, an amount equal to $2,500 per day for each day after the Default
Date that the First Registration is not effective, with such amount payable
within fifteen (15) days after the close of any calendar month during which such
amount accrues. Provided that, if the First Registration is not effective by
April 1, 1998 the Company shall pay the holders of the Shares, which payments
shall be allocated pro rata among such holders, a one time payment of $337,500,
which corresponds to an amount of $2,500 per day for the period November 1, 1997
through and including March 14, 1998. The parties agree that the sole damages
payable for a violation of the terms of this Agreement with respect to the
effectiveness of such First Registration shall be the liquidated damages set
forth in this Section 5.1(e). Nothing shall preclude a holder of Shares,
however, from pursuing or obtaining specific performance or other equitable
relief with respect to any violation of this Agreement. The parties hereto agree
that the liquidated damages provided for in this Section 5.1(e) constitute a
reasonable estimate of the damages that may be incurred by holders of Shares by
reason of the failure of the First Registration to be declared effective no
later than the Default Date.
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SECTION 2. Conditions Precedent.
The respective obligations of the parties as contemplated by this
Amendment No. 1 shall be subject to the conditions: (i) that the Company shall
have made a one time payment to the holders of the Shares, which payment shall
be allocated pro rata among such holders, in the amount of $225,000; and (ii)
that the Company shall have paid the reasonable attorneys' fees incurred by the
holders in connection with the Agreement through and including the date hereof,
which amount shall not exceed $10,000.
SECTION 3. Waiver of Inaccuracy in Agreement by Purchaser.
(a) Pursuant to Section 7.7 of the Agreement, Sellers hereby
expressly waive any breach of Section 5.1(e) of the Agreement occurring prior to
the effectiveness hereof.
(b) The waiver and agreement set forth in paragraph (a) of this
section shall not be construed as a waiver of any other term or condition of
this Agreement.
SECTION 4. Reference to and Effect on the Agreement.
(a) Upon the effectiveness of Section 1 hereof, on and after the
date hereof each reference in the Agreement to "this Agreement," "the
Agreement," "hereunder," "hereof," "herein" or words of like import shall mean
and be a reference to the Agreement as amended by Section 1 hereof.
(b) Except as specifically amended above, the Agreement shall remain
in full force and effect and is hereby ratified and confirmed.
SECTION 5. Execution and Counterparts. This Amendment No. 1 may be
executed in one or more counterparts, and by the different parties hereto in
separate counterparts, each of which when executed shall be deemed to be an
original but all of which taken together shall constitute one and the same
instrument.
SECTION 6. Governing Law. This Amendment No. 1 shall be governed by and
construed in accordance with the laws of the State of California.
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IN WITNESS WHEREOF, the parties hereto have executed this
Amendment No. 1 on the date first written above.
COMPANY: TRIKON TECHNOLOGIES, INC.
9255 Deering Avenue
Chatsworth, California 91311
Fax: (818) 886-8098
By:_________________________________
Christopher Dobson
Chief Executive Officer
SELLERS: SBIC PARTNERS, L.P.
201 Main Street, Suite 2302
Fort Worth, Texas 76102
Fax: (817) 338-2047
By: Forest Binkley and Brown L.P.,
General Partner
By: Forest Binkley and Brown Venture Co.,
General Partner
By:__________________________________
Jeffrey J. Brown
Office of the President
[Signatures continued on following page]
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[Signatures continued from previous page]
NORWEST EQUITY PARTNERS, V
3000 Sand Hill Road
Building 3, Suite 105
Menlo Park, California 94205
Fax: (415) 854-6652
By: Itasca Partners V, L.L.P.,
General Partner
By:
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Kevin G. Hall
Partner
R&M PARTNERS/CVD, G.P.
300 South Grand Avenue, Suite 2900
Los Angeles, California 90071
Fax: (213) 229-8550
By:
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Jeffrey L. DuRocher
Partner