EXHIBIT 10.11
AMENDMENT TO LOAN AGREEMENT
BORROWERS: CYMER, INC. AND CYMER JAPAN, INC.
DATE: APRIL 27, 1998
THIS AMENDMENT TO LOAN AGREEMENT is entered into between SILICON VALLEY
BANK ("Silicon") and BANK OF HAWAII ("BOH"), on the one side, Cymer, Inc.
("Cymer") and Cymer Japan, Inc. ("Cymer Japan"), on the other side.
The Parties agree to amend the Loan Agreement between them, dated December
8, 1997, as amended from time to time (the "Loan Agreement"), as follows,
effective as of the date hereof. (Capitalized terms used but not defined in
this Amendment, shall have the meanings set forth in the Loan Agreement.)
1. REVISED DEFINITIONS. Section 1.1 of the Loan Agreement is hereby
amended by replacing the definitions of "Maturity Date" and "Term Loans" and
with the following respective definitions:
"'COMMITTED REVOLVING LINE' means Twenty-Five Million Dollars
($25,000,000).
'INTEREST PERIOD' means (I) for each LIBOR Based Rate Advance, a period
of approximately one, two or three months as the Borrower may elect,
provided that the last day of an Interest Period for a LIBOR Based Rate
Advance shall be determined in accordance with the practices of the
LIBOR interbank market as from time to time in effect, provided,
further, in all cases such period shall expire not later than the
applicable Maturity Date and (II) for the Optional Currency Rate
Advance, a period of approximately three or six months as the Borrower
may elect, provided that the last day of an Interest Period for the
Optional Currency Rate Advance shall be determined in accordance with
the practices of the Tokyo interbank market as from time to time in
effect, provided, further, in all cases such period shall expire not
later than the applicable Revolving Maturity Date.
'OPTIONAL CURRENCY RATE' means, with respect to any Interest Period
regarding the Optional Currency Advance, 140 basis points PLUS the rate
per annum equal to the Euro Yen Tokyo Inter-bank Offered Rate as
announced by the Federation of Bankers Association of Japan two (2)
Business Days before the first day of such Interest Period for a period
approximately equal to such Interest Period and in an amount
approximately equal to such Advance, or, in the absence thereof, the
rate per annum determined by the Servicing Agent to be the per annum
rate of interest at which deposits in Japanese Yen are offered to the
Servicing Agent in the Tokyo inter-bank market in which the Servicing
Agent customarily participates at 11:00 A.M. (local time in such
interbank market) two (2) Business Days before the first day of such
Interest Period for a period approximately equal to such Interest
Period and in an amount approximately equal to the amount of such
Advance.
"PRIME BASED RATE" means an interest rate of the Prime Rate; and "LIBOR
BASED RATE" means the LIBOR Interest Rate for an identified Interest
Period plus 140 basis points.
'REVOLVING MATURITY DATE' means April 26, 1999, as such date may from
time to time be extended by lenders in their sole discretion pursuant
to this agreement."
2. NEW DEFINITION. Section 1.1 of the Loan Agreement is hereby amended
by adding the following definition thereto:
"APRIL 1998 AMENDMENT" shall mean the Amendment to Loan Agreement dated
April 27, 1998 between Silicon and BOH, on the one side, and Cymer and
Cymer Japan, on the other side.
3. MODIFIED SECTIONS 2.1.1 AND 2.1.1A. Sections 2.1.1 and 2.1.1A of
the Loan Agreement are hereby to read as follows:
"2.1.1 The Revolving Advances. Subject to and upon the terms and
conditions hereof, and in reliance upon the representations and
warranties of the Borrowers set forth herein, each Lender severally
agrees to make its Commitment Percentage of Revolving Advances to
Cymer up to the aggregate amount of $5,000,000 for both Lenders from
time to time until the close of business on the Revolving Maturity
Date, in such sums as Cymer may request, PROVIDED that the aggregate
principal amount of all Revolving Advances and the Dollar Equivalent
of the Optional Currency Advances at any one time outstanding shall
not exceed the Committed Revolving Line minus the Foreign Exchange
Reserve. Subject to the terms and conditions of this Agreement and in
reliance upon the representations and warranties set forth herein,
amounts borrowed pursuant to this Section 2.1.1 may be repaid and
reborrowed at any time during the term of this Agreement. The
minimum amount of a Prime Based Rate Revolving Advance is $25,000.
The minimum amount of a LIBOR Based Rate Revolving Advance is
$500,000, and loan amounts greater than such sum are required to be
in integral multiples of $50,000 in excess thereof.
Cymer promises to pay to Servicing Agent for the account of each
Lender, in lawful money of the United States of America, the aggregate
unpaid principal amount of all Revolving Advances made by Servicing
Agent and Lenders to Borrower. Borrower shall also pay interest on the
aggregate unpaid principal amount of such Advances at the rates and in
accordance with the terms hereof.
The Committed Revolving Line shall terminate on the Revolving
Maturity Date, at which time all Revolving Advances under this Section
2.1.1, all Optional Currency Advances, and other amounts due under this
Agreement (except as otherwise expressly specified herein) shall be
immediately due and payable.
2.1.1.A OPTIONAL CURRENCY ADVANCE.
Substantially concurrently with the execution and delivery of the April
1998 Amendment, an Optional Currency Advance in the Dollar Equivalent
of Ten Million Dollars shall be made to Cymer Japan, PROVIDED, HOWEVER,
that the Dollar Equivalent of the principal amount of such Optional
Currency Advance shall at no time exceed Ten Million Dollars
($10,000,000) AND the aggregate principal amount of all Revolving
Advances, the Dollar Equivalent of the aggregate principal amount of
the Optional Currency Advance at any one time outstanding shall not
exceed the Committed Revolving Line minus the Foreign Exchange Reserve.
The Optional Currency Advance shall be made by each of the Lenders in
an amount up to its respective Commitment Percentage of Revolving
Advances, and BOH shall be the agent for both Lenders in connection
with the making of such Advance. Repayments of the Optional Currency
Advance made in such Optional Currency shall be made only at the branch
of BOH in the country of such Optional Currency."
4. REVISED SECTION 2.1.3(a) Subsection (a) of Section 2.1.3 of the Loan
Agreement is hereby amended to read as follows:
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"(a) Subject to the terms of this Agreement, either Borrower, on a joint
basis, may enter into foreign exchange contracts (the "Exchange
Contracts") not to exceed an aggregate Dollar Equivalent amount of
$100,000,000 (the "Contract Limit"), pursuant to which Lenders shall
sell to or purchase from Borrower foreign currency on a spot or future
basis. A Borrower shall not request any Exchange Contracts at any time
a Default or an Event of Default has occurred and is continuing. All
Exchange Contracts must provide for delivery of settlement on or before
365 days past the then applicable Revolving Maturity Date. The amount
available under the Committed Revolving Line at any time shall be
reduced by the following amounts (the "Foreign Exchange Reserve") on
any given day (the "Determination Date"): on all outstanding Exchange
Contracts on which delivery is to be effected or settlement allowed,
10% of the gross amount of the Exchange Contracts. If on the Revolving
Maturity Date, or on any earlier effective date of termination, there
are any outstanding Exchange Contracts, then on such date Borrower
shall provide cash collateral in an amount equal to the Foreign
Exchange Reserve, to secure all of the Obligations relating to said
Exchange Contracts on the Lenders' standard form cash pledge agreement."
5. REVISED SECTION 2.3.4 Section 2.3.4 of the Loan Agreement is hereby
amended to read as follows:
"2.3.4 COMPUTATION. In the event the Prime Rate is changed
from time to time hereafter, the applicable Prime Based Rate of
interest hereunder shall be increased or decreased effective as of
12:01 a.m. on the day the Prime Rate is changed, by an amount equal to
such change in the Prime Rate. All interest relating to the Prime Rate
chargeable under the Loan Documents shall be computed on the basis of a
three hundred sixty five (365) day year for the actual number of days
elapsed, except where the law or commercial custom in the country of
the Optional Currency requires otherwise. All interest relating to the
LIBOR Based Rate Advances chargeable under the Loan Documents shall be
computed on the basis of a three hundred sixty (360) day year for the
actual number of days elapsed. Interest relating to the Optional
Currency Rate Advance chargeable under the Loan Documents shall be
computed on the basis of a three hundred sixty (360) day year for the
actual number of days elapsed."
6. AMENDMENT TO SECTION 2.3.5 Section 2.3.5 of the Loan Agreement
is hereby amended to REPLACE clause (C) thereof which now reads as:
"(C) by facsimile transmission no later than 12:00 p.m. noon California
time on the Business Day that is two (2) Business Days prior to the
Business Day on which an Optional Currency Rate Advance is to be made"
WITH THE FOLLOWING:
"(C) by facsimile transmission no later than 12:00 p.m. noon California
time on the Business Day that would permit, in the ordinary course of
business, the Servicing Agent to provide notice thereof to the Tokyo
branch of BOH three (3) Business Days prior to the Business Day on
which the Optional Currency Rate Advance is to be made"
7. REVISED SECTION 2.5.4 Section 2.5.4 of the Loan Agreement is
hereby amended to read as follows:
"2.5.4 UNUSED LINE FEE. Borrower shall pay the lenders an unused
line fee, in addition to all interest and other fees payable hereunder.
The amount of such fee
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shall be .125% per annum multiplied by an amount equal to $25,000,000
minus the sum of the average daily balance of (a) the outstanding
Revolving Advances plus (b) the Dollar Equivalent of the Optional
Currency Advances plus (c) the Foreign Exchange Reserve. The unused
line fee shall be computed and paid quarterly, in arrears, on the last
day of March, June, September and December of each year, commencing on
December 31, 1997, with respect to the quarter then ended."
8. REVISED SECTION 2.8(a) Subsection (a) of Section 2.8 of the Loan
Agreement is hereby amended to read as follows:
"(a) If for any reason (including voluntary or mandatory prepayment or
acceleration), Lenders receive all or part of the principal amount of a
LIBOR Based Rate Advance or an Optional Currency Rate Advance prior to
the last day of the applicable Interest Period for such Advance,
Borrower shall within 10 days of demand by Servicing Agent, pay
Servicing Agent the amount (if any) by which (i) the additional
interest which would have been payable on the amount so received had it
not been received until the last day of such Interest Period or term
exceeds (ii) the interest which would have been recoverable by Lender
by placing the amount so received on deposit in the certificate of
deposit markets or the offshore currency interbank markets or United
States Treasury investment products, as the case may be, for a period
starting on the date which it was so received and ending on the last
day of such Interest Period or term at the interest rate determined by
Servicing Agent in its reasonable discretion plus Borrower shall also
pay to Servicing Agent any and all other costs or expenses incurred by
the Servicing Agent as a result of any such conversion. Servicing
Agent's determination as to such amount shall be conclusive absent
manifest error."
9. FINANCIAL COVENANTS. Section 6.8 of the Loan Agreement are hereby
amended, respectively, to read as follows:
"6.8 TANGIBLE NET WORTH. Cymer, Inc. shall maintain, on a consolidated
basis, as of the last day of each calendar quarter, a Tangible Net
Worth of not less than Two Hundred Seventy-Five Million Dollars
($275,000,000) PLUS Fifty Percent (50%) of Borrower's quarterly net
income (after taxes) (with no subtraction for losses) beginning with
the period ending September 30, 1997 LESS the amount of the Borrower's
treasury shares up to $50,000,000, with the understanding that in
connection with the calculation of Tangible Net Worth the assets and
liabilities of Borrower associated with the Foreign Exchange Contracts
shall be included therein on a Net Basis."
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10. SCHEDULE TO LOAN AGREEMENT. The Schedule to the Loan Agreement is
hereby amended to read as follows:
"SCHEDULE
TO
LOAN AND SECURITY AGREEMENT
COMMITMENTS"
COMMITTED REVOLVING LINE:
LENDER COMMITMENT COMMITMENT PERCENTAGE
SILICON VALLEY BANK $12,500,000 50%
BANK OF HAWAII $12,500,000 50%"
11. REPRESENTATIONS TRUE. Borrower represents and warrants to Bank
that all representations and warranties set forth in the Loan Agreement, as
amended hereby, are true and correct.
12. FEE. Borrower shall pay to Bank a fee of $12,500 in connection
herewith, which shall be in addition to interest and to all other amounts
payable under the Loan Agreement.
13. GENERAL PROVISIONS. This Amendment, the Loan Agreement, any
prior written amendments to the Loan Agreement signed by Bank and the
Borrower, and the other written documents and agreements between Bank and the
Borrower 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 all other
documents and agreements between Bank
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and the Borrower shall continue in full force and effect and the same are
hereby ratified and confirmed. This Agreement and Consent may be executed in
any number of counterparts, which when taken together shall constitute one
and the same agreement.
CYMER, INC. SILICON VALLEY BANK
BY /s/ Xxxxxxx X. Xxxxx, III BY /s/ Xxxx Xxxxxxxx
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SENIOR VICE PRESIDENT VICE PRESIDENT
CYMER JAPAN, INC. BANK OF HAWAII
BY /s/ Xxxxxx X. Xxxxx BY /s/ Xxxxx Xxxx
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PRESIDENT OFFICER
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