EXHIBIT 10.6
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AMENDMENT TO LOAN AGREEMENT
BORROWERS: CYMER, INC. AND CYMER JAPAN, INC.
DATED AS OF: FEBRUARY 4, 1999
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, unless otherwise stated below.
(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 "Committed Revolving Line," "Optional
Currency Rate," "LIBOR Based Rate" and "Revolving Maturity Date" with the
following definitions, respectively, PROVIDED that the date of effectiveness
of the amendment to Optional Currency Rate shall be as of February 9, 1999:
"COMMITTED REVOLVING LINE" means Thirty Million Dollars ($30,000,000).
"OPTIONAL CURRENCY RATE" means, with respect to any Interest Period
regarding the Optional Currency Advance, 200 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 or 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.
"LIBOR BASED RATE" means the LIBOR Interest Rate for an identified
Interest Period plus 200 basis points.
"REVOLVING MATURITY DATE" means February 3, 2000, 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 definition of "February 1999 Amendment" thereto:
"FEBRUARY 1999 AMENDMENT" means the Amendment to Loan Agreement
dated February 4, 1999 between Silicon and BOH, on the one side,
and Cymer and Cymer Japan, on the other side."
3. SECTION 2.1.1A. Section 2.1.1A of the Loan Agreement is hereby to
read as follows:
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"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 Fifteen Million Dollars ($15,000,000) shall be made
to Cymer Japan, PROVIDED, HOWEVER, that it is understood the Dollar
Equivalent of the principal amount of such Optional Currency
Advance will fluctuate over time due to currency variations,
PROVIDED, FURTHER, in connection with the February 1999 Amendment
it is the intention of the Lenders to have increased the
availability of the Dollar Equivalent of the Optional Currency
Advance by $5,000,000 to the above-referenced $15,000,000 amount,
even though, due to the currency fluctuations, the Dollar
Equivalent of the Optional Currency Advance in effect prior to the
February 1999 Amendment was in excess of the then stated credit
limit amount of the Optional Currency Advance. Accordingly, the
parties hereto hereby agree that if the Dollar Equivalent of the
principal amount of such Optional Currency Advance exceeds Fifteen
Million Dollars ($15,000,000) at any time, including, without
limitation, upon the making of the incremental $5,000,000 Optional
Currency Advance in connection with the February 1999 Amendment,
such an occurrence shall not constitute an Event of Default nor
prevent the making of such incremental advance as contemplated in
the previous sentence, as long as the aggregate principal amount of
all Revolving Advances together with the Dollar Equivalent of the
aggregate principal amount of the Optional Currency Advance does
not exceed Twenty Million Dollars ($20,000,000) after the making of
any and all Advances. 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. FOREIGN EXCHANGE RESERVE MODIFICATION. The "Foreign Exchange
Reserve" is hereby amended to be the following amounts on any given day (the
"Determination Date"); on all outstanding Exchange Contracts on which
delivery is to be effected or settlement allowed, 20% of the gross amount of
the Exchange Contracts. Further, the "Contract Limit" as set forth in Section
2.1.3(a) of the Loan Agreement is hereby amended to be $50,000,000.
5. NO UNUSED LINE FEE. Section 2.5.4 of the Loan Agreement regarding
an unused line fee payable by the Borrower is hereby deleted in its entirety.
6. MODIFICATION FEE. Borrower shall to the Lenders a fee of $12,500
in connection herewith, which shall be addition to interest and to all other
amounts payable under the Loan Agreement and which shall not be refundable.
7. FINANCIAL COVENANTS. Section 6.8 of the Loan Agreement is 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 Sixty Million
Dollars ($260,000,000) PLUS Fifty Percent (50%) of Borrower's
quarterly net income (after taxes) (with no subtraction for losses)
LESS the amount of the Borrower's treasury shares up to $25,000,000
for such shares that are purchased on and after December 31, 1998."
8. QUICK RATIO. The Loan Agreement is hereby amended to add a new
section entitled "6.9A Quick Ratio" that replaces Section 6.9 of the Loan
Agreement, and which shall read as follows:
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"6.9A QUICK RATIO. Cymer, Inc. shall maintain, on a consolidated
basis, as of the last day of each calendar quarter, a ratio of
Quick Assets to Current Liabilities of at least 2.00 to 1.0. For
purposes of the foregoing, however, Current Liabilities shall not
include deferred revenues. "Quick Assets" means, as of any
applicable date, the consolidated cash, cash equivalents, accounts
receivable and long term marketable securities of Borrower
determined in accordance with GAAP. "Current Liabilities" means, as
of any applicable date, all amounts that should, in accordance with
GAAP, be included as current liabilities on the consolidated
balance sheet of Borrower and its Subsidiaries, as at such date,
plus, to the extent not already included therein, all outstanding
credit extensions made under this Agreement, including all
Indebtedness that is payable upon demand or within one year from
the date of determination thereof unless such Indebtedness is
renewable or extendable at the option of Borrower or any Subsidiary
to a date more than one year from the date of determination, but
excluding Subordinated Debt." In connection with the calculation of
the Quick Ratio, the assets and liabilities of Borrower associated
with the Foreign Exchange Contracts shall be included therein on a
Net Basis.
9. PROFITABILITY. The Loan Agreement is hereby amended to add a new
section entitled "6.9B Profitability" that immediately follows Section 6.9A
of the Loan Agreement, and which shall read as follows:
6.9B PROFITABILITY. Other than as stated below, Borrower shall not
incur a loss (after taxes) in any fiscal quarter in excess of
$5,000,000, PROVIDED, HOWEVER, regardless of the foregoing, Borrower
shall not incur cumulative losses (after taxes) during the period of
Borrower's 1999 fiscal year in excess of $12,500,000. Further, for the
fiscal quarter ending December 31, 1999 and in each fiscal quarter
thereafter, Borrower shall not incur any losses (after taxes).
10. SECTION 8.2.1 MODIFICATION. Section 3.2.1 of the Loan Agreement is
hereby amended in its entirety to read as follows:
"8.2.1 If such Borrower fails to perform any obligation under Sections
6.7, 6.8, 6.9A, 6.9B, 6.10, 6.11 or 6.12 or violates any of the
covenants contained in Article 7 of this Agreement, or"
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11. 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 $15,000,000 50%
BANK OF HAWAII $15,000,000 50%
12. REPRESENTATIONS TRUE. Borrower represents and warrants to Bank that
all representations and warranties set forth in the Loan Agreement are true
and correct.
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 and the Borrower shall continue in full force and
effect and the same are hereby ratified and
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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/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ BY /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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PRESIDENT OR VICE PRESIDENT TITLE SENIOR VICE PRESIDENT
---------------------------------
CYMER JAPAN, INC. BANK OF HAWAII
BY /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, III BY
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PRESIDENT OR VICE PRESIDENT TITLE
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AMENDMENT TO LOAN AGREEMENT
BORROWERS: CYMER, INC.
CYMER JAPAN, INC.
DATED AS OF: SEPTEMBER 22, 1999
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, unless otherwise stated below.
(Capitalized terms used but not defined in this Amendment shall have the
meanings set forth in the Loan Agreement.)
1. MODIFICATION of Section 2.1.1 sECTION 2.1.1 of the Loan Agreement is
hereby in its entirety 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 $3,500,000 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 Time 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. MODIFICATION OF FOREIGN EXCHANGE CONTRACT LIMIT. The "Contract
Limit", as set forth in Section 2.1.3(a) of the Loan Agreement, is hereby
amended to be $57,500,000.
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Silicon Valley Bank Amendment to Loan Agreement
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3. REPRESENTATIONS TRUE. Borrower represents and warrants to Bank
that all representations and warranties set forth in the Loan Agreement are
true and correct.
4. GENERAL PROVISIONS. This Amendment, the Loan Agreement, any prior
written amendents 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,
representation, agreements and understandings between the parties with repect
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 and 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/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ By /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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President or Vice President Title Senior Vice President
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CYMER JAPAN, INC. BANK OF HAWAII
By /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, III By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
---------------------------- ------------------------------
President or Vice President Title Vice President
------------------------------
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AMENDMENT TO LOAN AGREEMENT
BORROWERS: CYMER, INC. AND CYMER JAPAN, INC.
DATED AS OF: FEBRUARY 4, 2000
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 "Committed Revolving Line" and
"Revolving Maturity Date" with the following definitions, respectively:
"COMMITTED REVOLVING LINE" means Forty Million Dollars ($40,000,000).
"REVOLVING MATURITY DATE" means February 3, 2001, as such date may
from time to time be extended by lenders in their sole discretion
pursuant to this agreement."
2. MODIFICATION OF SECTION 2.1.1. Section 2.1.1 of the Loan
Agreement is hereby deleted in its entirety and replaced with the following:
"2.1.1 OPTIONAL CURRENCY 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 consisting of Optional Currency Advances to
Cymer up to the aggregate amount of the Dollar Equivalent of
$20,000,000 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, FURTHER, that the aggregate principal amount of
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.
Each 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 are to made in such Optional Currency and
shall be made only at the branch of BOH in the country of such
Optional Currency.
All Optional Currency Advances shall bear interest on the average
Daily Balance thereof at the Optional Currency Rate. All interest
relating to the Optional Currency Rate chargeable under the Loan
Documents shall be computed on the basis of a three hundred
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sixty (360) 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.
The Committed Revolving Line shall terminate on the Revolving
Maturity Date, at which time all Optional Currency Advances, and
all other amounts due under this Agreement (except as otherwise
expressly specified herein) shall be immediately due and payable."
3. SECTION 2.1.1A. Section 2.1.1A of the Loan Agreement is hereby
deleted on its entirety and shall be amended to read as follows:
"2.1.1.A [Reserved]
4. REVISED SECTION 2.1.3(a) Subsection (a) of 2.1.3 of the Loan
Agreement is hereby amended to read as follows:
"(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, 20% 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. TANGIBLE NET WORTH FINANCIAL COVENANT. Section 6.8 of the Loan
Agreement is hereby amended 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) LESS the amount of the Borrower's treasury shares up to
$25,000,000 for such shares that are purchased on and after
December 31, 1998."
6. PROFITABILITY. Section 6.9B of the Loan Agreement is hereby
amended to read as follows:
"6.9B PROFITABILITY. Borrower shall not incur a loss (after
taxes) in any fiscal quarter.
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7. 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 $20,000,000 50%
BANK OF HAWAII $20,000,000 50%
8. MODIFICATION FEE. Borrower shall to the Lenders a fee of $100,000
in connection herewith, which shall be in addition to interest and to all
other amounts payable under the Loan Agreement and which shall not be
refundable.
9. REPRESENTATIONS TRUE. Borrower represents and warrants to Bank
that all representations and warranties set forth in the Loan Agreement are
true and correct.
10. GENERAL PROVISIONS. This Amendment, the Loan Agreement, any
prior written amendments to the Loan Agreement signed by Bank and Borrower,
and the other written documents and agreements between Bank and 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/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ BY /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
-------------------------------- ------------------------------------
PRESIDENT OR VICE PRESIDENT TITLE VICE PRESIDENT
---------------------------------
CYMER JAPAN, INC. BANK OF HAWAII
BY /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, III BY /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
-------------------------------- ------------------------------------
PRESIDENT OR VICE PRESIDENT TITLE VICE PRESIDENT
---------------------------------
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