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EXHIBIT 10.12A
AMENDMENT TO LOAN DOCUMENTS
BORROWER: SUBMICRON SYSTEMS, INC.
ADDRESS: 0000 XXXXXXXXX XXXXX
XXXXXXXXX, XXXXXXXXXXXX 00000
BORROWER: SUBMICRON WET PROCESS STATIONS, INC.
ADDRESS: 0000 XXXXXXX XXXXXX
XXXXX XXXXX, XXXXXXXXXX 00000
DATE: DECEMBER 2, 1998
THIS AMENDMENT TO LOAN DOCUMENTS is entered into between GREYROCK
CAPITAL, A DIVISION OF NATIONSCREDIT COMMERCIAL CORPORATION (formerly Greyrock
Business Credit) ("Greyrock"), whose address is 00000 Xxxxxxxx Xxxx., Xxxxx 000,
Xxx Xxxxxxx, XX 00000 and the borrower named above ("Borrower").
The Parties agree to amend the Loan and Security Agreement between
them, dated November 25, 1997 (the "Loan Agreement"), as follows. (This
Amendment, the Loan Agreement, any prior written amendments to said agreements
signed by Greyrock and the Borrower, and all other written documents and
agreements between Greyrock and the Borrower are referred to herein collectively
as the "Loan Documents". Capitalized terms used but not defined in this
Amendment, shall have the meanings set forth in the Loan Agreement.)
1. CREDIT LIMIT. Section 1(1) of the Schedule to the Loan Agreement,
which presently reads as follows:
"1. Credit Limit (Section 1.1). An amount not to exceed the
lesser of (1) or (2) below:
"(1) $15,000,000 at any one time outstanding; or
"(2) an amount equal to
"(i) 80% of the amount of Borrower's
Eligible Receivables (as defined in Section
8 above), plus
"(ii) the lesser of 10% of the Value of
Borrower's Eligible Inventory (as defined in
Section 8 above) or $2,000,000. "Value", as
used herein, means the lower of cost or
wholesale market value.
"Loans will be made separately to each Borrower based on the
Collateral of each Borrower."
is amended to read as follows:
"1. Credit Limit (Section 1.1). An amount not to exceed the
lesser of (1) or (2) below:
"(1) $10,000,000 at any one time outstanding; or
"(2) an amount equal to
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GREYROCK CAPITAL AMENDMENT TO LOAN DOCUMENTS
"(i) 80% of the amount of Borrower's
Eligible Receivables (as defined in Section
8 above) (the `Receivable Loans'), plus
"(ii) the lesser of the following (the
`Inventory Loans'), 10% of the Value of
Borrower's Eligible Inventory (as defined in
Section 8 above) or $2,000,000, plus
"(iii) $2,000,000 (the `Overadvance Loans').
"Receivable Loans and Inventory Loans will be made separately
to each Borrower based on the Collateral of each Borrower.
`Value', as used above, means the lower of cost or wholesale
market value. On September 30, 1999 all Overadvance Loans
shall be due and payable, and thereafter no further
Overadvance Loans will be made. The making of Overadvance
Loans shall be a matter of Greyrock's sole and absolute
discretion."
2. EXTENSION. Section 4 of the Schedule is amended in its entirety to
read as follows:
"4. Maturity Date (Section 6.1): January 1, 2000, subject to
automatic renewal as provided in Section 6.1 above, and early
termination as provided in Section 6.2 above.
3. CONDITIONS. Notwithstanding any execution and delivery of this
Agreement by Greyrock and Borrower, it shall not be deemed effective unless and
until the following conditions have been satisfied on or before December 9,
1998, and Borrower shall provide Greyrock with evidence satisfactory to Greyrock
confirming the same by said date:
(a) The Borrower shall receive cash in an amount not less than
$4,000,000 in consideration for the issuance by Borrower of its equity and/or
subordinated debt securities on or after the date hereof.
(b) The Borrower shall enter into written agreements with The
KB Mezzanine Fund II, L.P. ("KB") and Celerity Silicon, L.L.C. ("Celerity")
providing for KB and Celerity to agree to accept equity and/or subordinated debt
securities in lieu of cash interest payments which are due and payable with
respect to the Parent's 12% Senior Subordinated Notes due 2002 (the "12% Notes")
from July 2, 1998 through September 30, 1999.
(c) The Borrower shall enter into written agreements with
holders of Parent's 8% Convertible Subordinated Notes due 2002 (the 8% Notes"),
which shall agreements shall provide that (i) at least 80% of the aggregate
interest due with respect to the 8% Notes from October 1, 1998 through September
30, 1999 shall be payable in the form of subordinated debt securities and
warrants in lieu of cash interest payments, and (ii) at least 80% of each
quarterly interest payment due with respect to the 8% Notes from February 1,
1999 through September 30, 1999 shall be payable in the form of subordinated
debt securities and warrants in lieu of cash interest payments.
4. FEE. In consideration for Greyrock entering into this Amendment, the
Borrower shall concurrently pay Greyrock a fee in the amount of $100,000,
payable in 12 consecutive equal monthly installments commencing January 1, 1999.
Said fee shall be non-refundable and in addition to all interest and other fees
payable to Greyrock under the Loan Documents. Greyrock is authorized to charge
said fee to Borrower's loan account.
5. REPRESENTATIONS TRUE. Borrower represents and warrants to Greyrock
that all representations and warranties set forth in the Loan Agreement, as
amended hereby, are true and correct.
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GREYROCK CAPITAL AMENDMENT TO LOAN DOCUMENTS
6. CONSENT TO ISSUANCE OF SUBORDINATED DEBT. Greyrock hereby consents
to (a) the issuance by Parent of its Series B 12% Senior Subordinated Notes due
February 1, 2002 (the "Series B Notes"), including without limitation the
issuances contemplated by Section 3 hereof, and pursuant to the Security
Agreement dated November 26, 1997, as amended, the Patent Security Agreement
dated November 26, 1997, as amended, and the Continuing Guaranty dated November
26, 1997, as amended, each relating to the 12% Notes and, as amended, to the 12%
Notes and the Series B Notes, in the forms previously provided to Greyrock.
7. GENERAL PROVISIONS. This Amendment, the Loan Agreement, and the
other Loan Documents set forth in full all of the representations and agreements
of the parties with respect to the subject matter hereof and supersede all prior
discussions, representations, agreements and understandings between the parties
with respect to the subject hereof. Except as herein expressly amended, all of
the terms and provisions of the Loan Agreement and the other Loan Documents
shall continue in full force and effect and the same are hereby ratified and
confirmed.
Borrower: GBC:
Submicron Systems, Inc. Greyrock Business Credit,
a Division of NationsCredit
Commercial Corporation
By_______________________________ By_______________________________
President or Vice President
Title____________________________
Borrower:
SUBMICRON WET PROCESS STATIONS, INC.
By_______________________________
President or Vice President
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GREYROCK CAPITAL AMENDMENT TO LOAN DOCUMENTS
CONSENT
The undersigned, guarantors, acknowledge that their consent to the
foregoing Agreement is not required, but the undersigned nevertheless do hereby
consent to the foregoing Agreement and to the documents and agreements referred
to therein and to all future modifications and amendments thereto, and any
termination thereof, and to any and all other present and future documents and
agreements between or among the foregoing parties. Nothing herein shall in any
way limit any of the terms or provisions of the Continuing Guarantees of the
undersigned, all of which are hereby ratified and affirmed. This Consent may be
executed in counterparts. The signatures of the undersigned shall be fully
effective even if other persons named below fail to sign this Consent.
Submicron Systems Corporation
By_______________________________
Title_____________________________
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