First Amendment to Credit Agreement dated as of April 30, 2008 among Asyst Technologies, Inc., Asyst Technologies Japan Holdings Company, Inc., and Asyst Technologies Japan, Inc. as Borrowers, KeyBank National Association, Administrative Agent,...
Exhibit 99.1
Execution
First Amendment to Credit Agreement
dated as of April 30, 2008
among
Asyst Technologies, Inc.,
Asyst Technologies Japan Holdings Company, Inc.,
Asyst Technologies Japan Holdings Company, Inc.,
and
Asyst Technologies Japan, Inc.
as Borrowers,
KeyBank National Association,
Administrative Agent, Lender, Swing Line Lender and L/C Issuer
Administrative Agent, Lender, Swing Line Lender and L/C Issuer
and
the Lenders Party hereto,
as Lenders
as Lenders
First Amendment to Credit Agreement
This First Amendment to Credit Agreement (this “Amendment”) dated as of April 30,
2008 (the “Amendment Effective Date”) is entered into among Asyst Technologies, Inc., a
California corporation (the “Company” or “ATI”); Asyst Technologies Japan Holdings Company,
Inc., a Japanese corporation (formerly known as Asyst Japan, Inc., “AJH”); and Asyst
Technologies Japan, Inc., a Japanese corporation (formerly known as Asyst Shinko, Inc., “ATJ”;
and together with ATI and AJH being referred to hereafter collectively as the “Borrowers” and
individually each as a “Borrower”); and KeyBank National Association (“Key”), as
Administrative Agent, Lender, Swing Line Lender and L/C Issuer (“Agent”) as provided herein,
Citibank, N.A. (“Citi”), as Syndication Agent and as Lender, Silicon Valley Bank (“SVB”),
as Documentation Agent and as Lender, and RBS Citizens NA (formerly known as Citizens Bank
NA), as Lender (“Citizens”, and together with Key, Citi and SVB, as Lenders, being referred to
collectively as the “Lenders” and individually each as a “Lender”) amends that certain Credit
Agreement dated as of July 27, 2007 (the “Credit Agreement”). All capitalized terms used herein
without definition shall have the same meanings herein as such terms are defined or used in the
Credit Agreement.
W i t n e s s e t h:
Whereas, the parties hereto wish to amend the Credit Agreement to revise certain
provisions and requirements of the Credit Agreement; and
Now, Therefore, in consideration of the mutual agreements contained herein, and other
good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto hereby agree as follows:
Section 1. Amendments.
(a) Amendment to Schedule 2.01; Revolving Credit Commitments. From and after the
Amendment Effective Date, Schedule 2.01 is hereby amended by deleting the same in
its entirety and replacing the same with new Schedule 2.01 attached hereto as
Exhibit A.
(b) Amendment to Definitions. From and after the Amendment Effective Date,
(i) the definition of “Applicable Rate” is hereby amended by inserting a new
subsection (b) as follows, and re-designating the original subsection (b) as
subsection (c):
“(b) With respect to the Revolving Credit Facility and the Term Loan Facility,
4.25% per annum for the Base Rate Loans and the LIBOR Rate Loans and the Commitment
Fee shall be deemed to be “0.50%” regardless of the Pricing Level, until the
Administrative Agent receives the Compliance Certificate for the fiscal quarter
ended June 30, 2009.”
First Amendment to Credit Agreement
(ii) the definition of “Japanese Borrowers” is hereby amended by deleting the
same in its entirety and inserting the following in lieu thereof:
“Japanese Borrowers” means, collectively, AJH and ATJ.
(iii) the definition of “Required Lenders” is hereby amended by deleting the
same in its entirety and inserting the following in lieu thereof:
“Required Lenders” means, as of any date of determination, at least two
Lenders holding more than 50% of the sum of the (a) Total Outstandings (with
the aggregate amount of each Revolving Credit Lender’s risk participation
and funded participation in L/C Obligations and Swing Line Loans being
deemed “held” by such Revolving Credit Lender for purposes of this
definition) and (b) aggregate unused Revolving Credit Commitments; provided
that the unused Revolving Credit Commitment of, and the portion of the Total
Outstandings held or deemed held by, any Defaulting Lender shall be excluded
for purposes of making a determination of Required Lenders.
(iv) the definition of “Term Loan Commitment” is hereby amended by deleting the
same in its entirety and inserting the following in lieu thereof:
“Term Loan Commitment” means, as to each Term Lender, its obligation to
make Term Loans to the Borrower pursuant to Section 2.01(a) in an
aggregate principal amount at any one time outstanding not to exceed the
Dollar Equivalent amount set forth opposite such Term Lender’s name on
Schedule 2.01 under the caption “Term Loan Commitment” or opposite
such caption in the Assignment and Assumption pursuant to which such Term
Lender becomes a party hereto, as applicable, as such amount may be adjusted
from time to time in accordance with this Agreement.”
(v) each of the following definitions are hereby added, in correct alphabetical
sequence, to Section 1.01 of the Credit Agreement:
“AJH” means Asyst Technologies Japan Holdings Company, Inc., a Japanese
corporation (formerly known as Asyst Japan, Inc.).
“ATJ” means Asyst Technologies Japan, Inc., a Japanese corporation
(formerly known as Asyst Shinko, Inc.).
“Capitalization” means, as of any date of determination, the sum,
without duplication, of (a) Consolidated Funded Indebtedness and (b) the
total consolidated stockholder’s equity of the Company and its Subsidiaries
as determined in accordance with GAAP.
“Consolidated Cash Interest Charges” means, for any Measurement Period,
Consolidated Interest Charges minus any capitalized
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First Amendment to Credit Agreement
financing fees or
expenses for which cash payment has already been made prior to the
Measurement Period, or which do not create future cash payment obligations,
as well as any amendment fees and other fees paid by the Company and its
Subsidiaries in connection with the First Amendment to Credit Agreement
dated as of April 30, 2008.
“Consolidated Interest Coverage Ratio” means, as of any date of
determination, the ratio of (a) Consolidated EBITDA to (b) Consolidated Cash
Interest Charges of the Company and its Subsidiaries on a consolidated basis
for the most recently completed Measurement Period.
“Current Permitted Term Loan Principal Amount” has the meaning
specified in Section 2.05(c)(vii).
“Liquidity Amount” means, as of any date of determination, the sum of
(a) unrestricted cash on hand (including Cash Equivalents) of the Loan
Parties at such time that such cash is free of all Liens (other than Liens
securing the Obligations) plus (b) the aggregate amount that can be borrowed
at such time under this Agreement and under any of the Borrowers’ then
existing lines of credit.
(c) Amendment to Section 2.01(a). From and after the Amendment Effective Date,
Section 2.01(a) is hereby amended by deleting the same in its entirety and inserting
the following in lieu thereof:
“(a) The Term Loan Borrowing. (i) Subject to the terms and conditions
set forth herein, each Term Lender severally agrees to make Dollar denominated loans
to the Borrowers (available in either Dollars or in Yen), on the Closing Date in the
aggregate principal amount as to all Term Lenders not to exceed the Term Loan
Commitment on a Dollar Equivalent Basis, and otherwise in accordance with the terms
of this Agreement. Amounts borrowed under this Section 2.01(a) and repaid
or prepaid may not be reborrowed except as permitted under Section
2.05(c)(vii).
(ii) Notwithstanding the foregoing, since any fluctuations in the Spot Rate
have not been subjected to any Swap Contract, the principal amount of Yen borrowings
outstanding and/or available under the Term Loans may fluctuate both upwards and
downwards as a result of Spot Rate adjustments made from time to time on Revaluation
Dates, and any principal prepayments by Borrowers or principal reborrowings extended
by Term Lenders pursuant to Section 2.05(c)(vii) shall not be subject to any
premium, penalty or other similar charge hereunder, including the prepayment premium
set forth in Section 2.05(a), so long as, after giving effect to such principal
prepayment or reborrowing, the Dollar Equivalent of such principal amount of Yen
borrowings outstanding under the Term Loans does not exceed the then Current
Permitted Term Loan Principal Amount.”
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First Amendment to Credit Agreement
(d) Amendment to Section 2.01(c). From and after the Amendment Effective Date, the
first sentence of Section 2.01(c) is hereby amended by deleting the same in its
entirety and inserting the following in lieu thereof:
“(c) Increase of Revolving Credit Commitments. If at any time after
the Closing Date, so long as no Default or Event of Default has occurred and is
continuing, the Borrowers may, by notice to the Administrative Agent, request that,
on the terms and subject to the conditions contained in this Agreement, the Lenders
and/or other financial institutions not then a party to this Agreement that are
approved by the Administrative Agent (each, an “Additional Lender”) provide
additional Revolving Credit Commitments; provided that the aggregate amount
of such additional Revolving Credit Commitments made pursuant to this Section
2.01(c) shall not exceed $37,500,000.”
(e) Amendment to Section 2.05(a). From and after the Amendment Effective Date,
Section 2.05(a) is hereby amended by deleting the second sentence of the second
paragraph thereof and inserting the following in lieu thereof:
“Except as otherwise provided in Section 2.01(a), Section
2.05(c) and Section 2.07, during the first two years after the Closing
Date, each such voluntary prepayment of Term Loans shall be accompanied by a premium
equal to (i) 2% of the principal amount of such Term Loan being prepaid, if such
prepayment occurs on or prior to the first anniversary of the Closing Date, and (ii)
1% of the principal amount of such Term Loan being prepaid, if such prepayment
occurs after the first anniversary of the Closing Date but on or prior to the second
anniversary of the Closing Date.”
(f) Amendment to Section 2.05(c). From and after the Amendment Effective Date,
Section 2.05(c) is hereby amended by adding a new subsection, Section
2.05(c)(vii), at the end thereof as follows:
“(vii) Term Loan Facility. If the Administrative Agent notifies the
Company on any Revaluation Date that (a) the then aggregate outstanding Dollar
Equivalent of the principal amount of Yen borrowings outstanding under the Term
Loans on such Revaluation Date (after giving effect to Spot Rate adjustments and
prepayments made on such date) exceeds (b) a Dollar Equivalent amount equal to 100%
of the Term Loan Facility then in effect (after giving effect to all prior mandatory
repayments or prepayments under Section 2.01(a), Section 2.05(c) and
Section 2.07 (such amount, the “Current Permitted Term Loan Principal
Amount”), then, on such Revaluation Date, Borrowers shall repay such Yen
borrowings in the principal amount necessary to cause (as calculated at the then
current Spot Rate) the principal amount of Yen borrowings then outstanding under the
Term Loans not to exceed the then Current Permitted Term Loan Principal Amount on a
Dollar Equivalent basis.
If the Administrative Agent notifies the Company on any Revaluation Date that
(a) the then aggregate outstanding Dollar Equivalent of the principal
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First Amendment to Credit Agreement
amount of the
Yen borrowings outstanding on such Revaluation Date under the Term Loans (after
giving effect to Spot Rate adjustments) is less than (b) the Current Permitted Term
Loan Principal Amount, then, on such Revaluation Date, the Term Lenders shall extend
principal reborrowings to Borrowers in Yen in such additional amounts necessary to
cause (as calculated at the then current Spot Rate) the principal amount of Yen
borrowings then outstanding under the Term Loans to equal the then Current Permitted
Term Loan Principal Amount on a Dollar Equivalent basis.
Any such principal prepayment or principal reborrowing of Term Loans by
Borrowers shall not be subject to any premium, penalty or other similar charge
hereunder, including the prepayment premium set forth in Section 2.05(a),
nor shall any such principal repayment be deemed to constitute a scheduled principal
repayment for purposes of Section 2.07.”
(g) Amendment to Section 2.07(a). From and after the Amendment Effective Date, the
first sentence of Section 2.07(a) is hereby amended by deleting the same in its
entirety and inserting the following in lieu thereof:
“(a) Term Loans. The applicable Borrowers shall make scheduled
repayment of the Dollar Equivalent aggregate outstanding principal amount, if any,
of all Term Loans semi-annually on the last day of each June and December occurring
during each period set forth below in an aggregate amount for such period equal to
the percentage set forth below opposite such period (or opposite such date) of the
Dollar Equivalent aggregate principal amount of Term Loans funded as of September
30, 2007, and any such scheduled principal repayments made pursuant to this
Section 2.07(a) shall not be subject to any premium, penalty or other
similar charge hereunder, including the prepayment premium set forth in Section
2.05(a):”
(h) Amendment to Section 6.01. From and after the Amendment Effective Date,
Section 6.01 is hereby amended by adding a new subsection, Section 6.01(d),
at the end thereof as follows:
“(d) as soon as available, but in any event within 20 days following the end of
each fiscal month of the Company, monthly reports disclosing unaudited estimated
sales and booking data with respect to such month just ended.”
(i) Amendment to Existing Financial Covenants. From and after the Amendment Effective
Date:
(i) Consolidated Total Leverage Ratio. For the fiscal quarter ending
March 31, 2008, the reference in Section 7.11(a) to “4.00:1” shall be
amended to read “5.00:1”. Thereafter, the covenant set forth in Section
7.11(a) shall be suspended and not in effect for each of the fiscal quarters
ending June 30, 2008, September 30, 2008, December 31, 2008 and March 31, 2009. The
covenant set
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First Amendment to Credit Agreement
forth in Section 7.11(a) shall resume effectiveness commencing
with the fiscal quarter ending June 30, 2009;
(ii) Consolidated Senior Leverage Ratio. For the fiscal quarter ending
March 31, 2008, the reference in Section 7.11(b) to “3.00:1” shall be
amended to read “4.00:1”. Thereafter, the covenant set forth in Section
7.11(b) shall be suspended and not in effect for each of the fiscal quarters
ending June 30, 2008, September 30, 2008, December 31, 2008 and March 31, 2009. The
covenant set forth in Section 7.11(b) shall resume effectiveness commencing
with the fiscal quarter ending June 30, 2009; and
(iii) Consolidated Fixed Charge Coverage Ratio. The covenant set forth
in Section 7.11(c) shall be suspended and not in effect for each of the
fiscal quarters ending March 31, 2008, June 30, 2008, September 30, 2008 and
December 31, 2008. The covenant set forth in Section 7.11(c) shall resume
effectiveness commencing with the fiscal quarter ending March 31, 2009 (provided
that for the fiscal quarter ending March 31, 2009 the reference in Section
7.11(c) to “1.50:1” shall be amended to read “1.25:1”). Thereafter, the
covenant set forth in Section 7.11(c) shall resume effectiveness commencing
with the fiscal quarter ending June 30, 2009.
(j) New Financial Covenants. From and after the Amendment Effective Date, Section
7.11 is hereby amended to add the following additional covenants in the designated
sequence to Section 7.11 of the Credit Agreement:
“(d) Minimum Liquidity. Permit the Liquidity Amount to be less than
the following levels as of the last day of such fiscal quarter:
for the fiscal quarter ending March 31, 2008
|
$ | 100,000,000 | ||
for the fiscal quarter ending June 30, 2008
|
$ | 85,000,000 | ||
for the fiscal quarter ending September 30, 2008
|
$ | 75,000,000 | ||
for the fiscal quarter ending December 31, 2008
|
$ | 75,000,000 | ||
for the fiscal quarter ending March 31, 2009
|
$ | 85,000,000 |
(e) Consolidated Interest Coverage Ratio. Permit the Consolidated
Interest Coverage Ratio for any Measurement Period to be less than the following
levels as of the last day of such Measurement Period:
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First Amendment to Credit Agreement
for the fiscal quarter ending March 31, 2008
|
3.25:1 | |
for the fiscal quarter ending June 30, 2008
|
1.50:1 | |
for the fiscal quarter ending September 30, 2008
|
0.50:1 | |
for the fiscal quarter ending December 31, 2008
|
1.25:1 | |
for the fiscal quarter ending March 31, 2009
|
2.75:1 |
(f) Maximum Total Indebtedness to Capitalization. Permit Consolidated
Funded Indebtedness to Capitalization to be less than the following levels as of the
last day of each of the fiscal quarters ending:
for the fiscal quarter ending June 30, 2008
|
67.5 | % | ||
for the fiscal quarter ending September 30, 2008
|
67.5 | % | ||
for the fiscal quarter ending December 31, 2008
|
67.5 | % | ||
for the fiscal quarter ending March 31, 2009
|
67.5 | % |
(g) Minimum Consolidated EBITDA. Permit Consolidated EBITDA to be less
than the following levels as of the last day of each of the following periods:
For the two (2) fiscal quarters ending June 30, 2008 and
September 30, 2008
|
$ | 935,000 | ||
For the three (3) fiscal quarters ending June 30, 2008,
September 30, 2008 and December 31, 2008
|
$ | 10,000,000 | ||
For the four (4) fiscal quarters ending June 30, 2008,
September 30, 2008, December 31, 2008 and March 31, 2009
|
$ | 27,000,000 |
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First Amendment to Credit Agreement
Section 2. Representations and Warranties. Each Loan Party hereby represents and warrants to
the Administrative Agent and each Lender as follows:
(a) No Default or Event of Default has occurred and is continuing under the Credit
Agreement as amended hereby. No Default or Event of Default would result from the amendment
of the Credit Agreement contemplated hereby.
(b) The execution, delivery and performance by the Loan Parties of this Amendment has
been duly authorized by all necessary corporate and other action and do not and will not
require any registration with, consent or approval of, or notice to or action by, any Person
(including any Governmental Authority) in order to be effective and enforceable.
(c) This Amendment and each of the other Loan Documents (as amended by this Amendment)
constitute the legal, valid and binding respective obligations of each Loan Party, as
applicable, enforceable against it in accordance with their respective terms.
(d) All representations and warranties of Borrowers in the Credit Agreement are true
and correct (except to the extent such representations and warranties expressly refer to an
earlier date, in which case they shall be true and correct as of such earlier date).
(e) Loan Parties are each entering into this Amendment on the basis of its own
investigation and for its own reasons, without reliance upon the Lender or any other Person.
(f) Each Loan Party’s respective obligations under the Credit Agreement and under the
other Loan Documents are not subject to any defense, counterclaim, set-off, right of
recoupment, abatement or other claim.
Section 3. Continuing Effectiveness; Ratification of Guaranties. As herein amended, each of
the Loan Documents shall remain in full force and effect and each of the agreements, guarantees and
obligations contained therein (as amended hereby) is hereby ratified and confirmed in all respects.
Section 4. Counterparts. This Amendment may be executed in any number of counterparts and by
the different parties on separate counterparts, and each such counterpart shall be deemed to be an
original but all such counterparts shall together constitute one and the same Amendment.
Section 5. Governing Law. This Amendment shall be a contract made under and governed by the
laws of the State of New York applicable to contracts made and to be performed entirely within such
state.
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First Amendment to Credit Agreement
Section 6. Successors and Assigns. This Amendment shall be binding upon the parties hereto
and their respective successors and assigns, and shall inure to the benefit of the parties hereto,
and their respective successors and assigns.
Section 7. Effectiveness. The amendments set forth in Section 1 above shall deemed effective
as of the Amendment Effective Date provided that the Administrative Agent shall have
first received (a) counterparts of this Amendment executed by each party hereto, and (b) an
amendment fee (for the account of each Lender executing this Amendment, pro rata in accordance with
each such Lender’s portion of the total Commitments hereunder) equal to fifty (50) basis points
(0.50%) of the total Commitments, as revised ($110,375,000).
[Signature Pages to Follow]
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First Amendment to Credit Agreement
The parties hereto have caused this Amendment to be duly executed and delivered by their duly
authorized officers as of the date first set forth above.
| Asyst Technologies, Inc. |
||||
| By: | /s/ Xxxxxxx X. Xxxxxxxx | |||
| Name: | Xxxxxxx X. Xxxxxxxx | |||
| Its: President and Chief Executive Officer | ||||
| Asyst Technologies Japan Holdings Company, Inc. |
||||
| By: | /s/ Xxxxxx Xxxxxxxxx | |||
| Name: | Xxxxxx Xxxxxxxxx | |||
| Its: Representative Director | ||||
| Asyst Technologies Japan, Inc. |
||||
| By: | /s/ Xxxxxxx X. Xxxxxxxx | |||
| Name: | Xxxxxxx X. Xxxxxxxx | |||
| Its: Representative Director | ||||
First Amendment to Credit Agreement
| KeyBank National Association, as Administrative Agent, Lender, Swing Line Lender and L/C Issuer |
||||
| /s/ Xxxx X. Xxxxxxxxx | ||||
| By: Xxxx X. Xxxxxxxxx | ||||
| Title: | Vice President | |||
First Amendment to Credit Agreement
| Silicon Valley Bank, as Lender |
||||
| By: | /s/ Illegible | |||
| Title: Relationship Manager | ||||
First Amendment to Credit Agreement
| Citibank, N.A., as Lender |
||||
| By: | /s/ Illegible | |||
| Title: Vice President | ||||
First Amendment to Credit Agreement
| RBS Citizens NA, as Lender |
||||
| By: | /s/ Illegible | |||
| Title: Senior Vice President | ||||
First Amendment to Credit Agreement
| Asyst Technologies (Taiwan) Ltd., as Taiwanese Subsidiary Guarantor |
||||
| By: | /s/ Xxxxx Xxxxxxxx | |||
| Title: Director | ||||
First Amendment to Credit Agreement
| Asyst Korea, Ltd., as Korean Subsidiary Guarantor |
||||
| By: | /s/ Xxxxx Xxxxxxxx | |||
| Title: Director | ||||
First Amendment to Credit Agreement
| Asyst Technologies Japan, Inc. (Formerly Asyst Shinko, Inc.), as Japanese Subsidiary Guarantor |
||||
| By: | /s/ Xxxxx Xxxxxxxx | |||
| Title: Representative Director | ||||
First Amendment to Credit Agreement
| Asyst Technologies, Inc., as Guarantor |
||||
| By: | /s/ Xxxxx Xxxxxxxx | |||
| Title: CEO, President, Chair | ||||
First Amendment to Credit Agreement
| Asyst Technologies Japan Holdings Company, Inc. (Formerly Asyst Japan, Inc.), as Japanese Subsidiary Guarantor |
||||
| By: | /s/ Xxxxxx Xxxxxxxxx | |||
| Title: Representative Director | ||||
First Amendment to Credit Agreement
| Asyst Shinko Ireland, Ltd., as Other Foreign Subsidiary Guarantor |
||||
| By: | /s/ Xxxxx Xxxxxx | |||
| Title: President and Director | ||||
Exhibit A to
First Amendment to Credit Agreement
Schedule 2.01
| Revolving | ||||||||||||||||
| Original1 Term | Revolving | Term Loan | Credit | |||||||||||||
| Loan | Credit | Applicable | Applicable | |||||||||||||
| Lender | Commitment | Commitment | Percentage | Percentage | ||||||||||||
KeyBank National Association |
$ | 42,000,000 | $ | 14,666,666.67 | 49.41 | % | 53.33 | % | ||||||||
Citibank, N.A.
|
$ | 20,000,000 | $ | 5,238,095.24 | 23.53 | % | 19.05 | % | ||||||||
Silicon Valley Bank
|
$ | 15,000,000 | $ | 5,238,095.24 | 17.65 | % | 19.05 | % | ||||||||
Citizens Bank
|
$ | 8,000,000 | $ | 2,357,142.86 | 9.41 | % | 8.57 | % | ||||||||
Total
|
$ | 85,000,000 | $ | 27,500,000 | 100 | % | 100 | % | ||||||||
| 1 | Note: This reflects size of Term Loan Commitments at original closing. Principal prepayments of $2,125,000 are not reflected on this schedule. |
