Semiconductors

[SEAL]
1997 AIA
AIA DOCUMENT A111 - 1997
OWNER - CONTRACTOR AGREEMENT

The American Institute of Architects
1735 New York Avenue, N.W.
Washington, D.C. 20006-5292

Standard Form of Agreement Between Owner and Contractor
where the basis for payment is the COST OF THE WORK PLUS A FEE with a negotiated Guaranteed Maximum Price

AGREEMENT made as of the 22nd day of July in the year 2002
(In words, indicate day, month and year)

BETWEEN the Owner:
(Name, address and other information)
CYMER, Inc.
16750 Via del Campo Court
San Diego, CA 92127-1712

and the Contractor:
(Name, address and other information)
Hensel Phelps Construction Co.
2415 Campus Drive, Suite 100
Irvine, CA 92612

The Project is:
(Name and location)
Cymer, Inc. (CSD-6)
Lots 46 and 47 of 4S Ranch
Thornmint Court
San Diego, CA 92127

The Architect is:
(Name, address and other information)
Austin Veum Robbins Parshalle
One America Plaza
600 West Broadway
Suite 200
San Diego, CA 92101-3352

1920, 1925, 1951, 1961, 1963, 1967, 1974, 1978, 1987, 1997 by The American Institute of Architects. Reproduction of the material herein or substantial quotation of its provisions without written permission of the AIA violates the copyright laws of the United States and will subject he violate to legal prosecution. WARNING: Unlicensed photocopying violates U.S. copyright laws and will subject the violator to legal prosecution. This document was electronically produced with permission of the AIA and can be reproduced in accordance with your license without violation until the date of expiration as noted below. User Document: 97a111 - cymer worldwide customer operations facility (csd-6).aia9/10/2002. AIA License Number 1006044, which expires on 2/28/2003.

1

The Owner and Contractor agree as follows.

ARTICLE 1    THE CONTRACT DOCUMENTS

        The Contract Documents consist of this Agreement, Conditions of the Contract (General, Supplementary and other Conditions), Drawings, Specifications, Addenda issued prior to execution of this Agreement, other documents listed in this Agreement and Modifications issued after execution of this Agreement; these form the Contract, and are as fully a part of the Contract as if attached to this Agreement or repeated herein. The Contract represents the entire and integrated agreement between the parties hereto and supersedes prior negotiations, representations or agreements, either written or oral. An enumeration of the Contract Documents, other than Modifications, appears in Article 15, as may be amended. If anything in the other Contract Documents is inconsistent with this Agreement, this Agreement shall govern.

ARTICLE 2    THE WORK OF THIS CONTRACT

        The Contractor shall fully execute the Work described in the Contract Documents, except to the extent specifically indicated in the Contract Documents to be the responsibility of others.

ARTICLE 3    RELATIONSHIP OF THE PARTIES

        The Contractor accepts the relationship of trust and confidence established by this Agreement and covenants with the Owner to cooperate with the Architect and exercise the Contractor's skill and judgment in furthering the interests of the Owner; to furnish efficient business administration and supervision; to furnish at all times an adequate supply of workers and materials; and to perform the Work in an expeditious and economical manner consistent with the Owner's interests. The Owner agrees to furnish and approve, in a timely manner, information required by the Contractor and to make payments to the Contractor in accordance with the requirements of the Contract Documents.

ARTICLE 4    DATE OF COMMENCEMENT AND SUBSTANTIAL COMPLETION

        4.1    The date of commencement of the Work shall be the date of this Agreement unless a different date is stated below or provision is made for the date to be fixed in a notice to proceed issued by the Owner.

        (Insert the date of commencement, if it differs from the date of this Agreement or, if applicable, state that the date will be fixed in a notice to proceed.)

        August 1, 2002, contingent upon design and permit schedule performance in accordance with Exhibit C.

        If, prior to commencement of the Work, the Owner requires time to file mortgages, mechanic's liens and other security interests, the Owner's time requirement shall be as follows: Not Applicable.

        4.2    The Contract Time shall be measured from the date of commencement.

        4.3    The Contractor shall achieve Substantial Completion of the entire Work not later than the date specified in Table A.5 of Addendum No. 1.

        Schedule completion for each Major Sector is contingent upon the Architect meeting all design and permitting dates as indicated in Exhibit "C". If design and permitting dates are not met, then the construction schedule for each Major Sector affected by the design or permitting delay shall be adjusted accordingly on a day for day basis.

2

        Except for Contractor Design-Build items (Fire Protection), it is the responsibility of the Architect to design the facility to meet all codes, ordinances, CC&R's, or other requirements as necessary so that TCO can be obtained when scheduled for each phase.

        , subject to adjustments of this Contract Time as provided in the Contract Documents.

        (Insert provisions, if any, for liquidated damages relating to failure to complete on time, or for bonus payments for early completion of the Work.)

        It is agreed that the damages due to Contractor caused delays shall be limited to the liquidated damages amounts set forth in Addendum No. 1. The total liquidated damages shall not exceed the total Contractor's Fee as calculated in Section 5.1.2 of this Agreement.

ARTICLE 5    BASIS FOR PAYMENT

         5.1    CONTRACT SUM

        5.1.1    The Owner shall pay the Contractor the Contract Sum in current funds for the Contractor's performance of the Contract. The Contract Sum is the Cost of the Work as defined in Article 7 plus the Contractor's Fee.

        5.1.2    The Contractor's Fee is:

        (State a lump sum, percentage of Cost of the Work or other provision for determining the Contractor's Fee, and describe the method of adjustment of the Contractor's Fee for changes in the Work.)

        5.0% of the overall Cost of the Work.

        5.2    GUARANTEED MAXIMUM PRICE

        5.2.1    The sum of the Cost of the Work and the Contractor's Fee is guaranteed by the Contractor not to exceed (TO BE DETERMINED) Dollars ($ (TO BE DETERMINED)), subject to additions and deductions by Change Order as provided in the Contract Documents. Such maximum sum is referred to in the Contract Documents as the Guaranteed Maximum Price. Costs which would cause the Guaranteed Maximum Price to be exceeded shall be paid by the Contractor without reimbursement by the Owner.

        (Insert specific provisions if the Contractor is to participate in any savings.)

        The Guaranteed Maximum Price will be established after the completion of subcontractor bidding and will be incorporated into this Agreement by Change Order.

        5.2.2    The Guaranteed Maximum Price is based on the following alternates, if any, which are described in the Contract Documents and are hereby accepted by the Owner:

        (State the numbers or other identification of accepted alternates. If decisions on other alternates are to be made by the Owner subsequent to the execution of this Agreement, attach a schedule of such other alternates showing the amount for each and the date when the amount expires.)

        TO BE DETERMINED

        5.2.3    Unit prices, if any, are as follows: