Exhibit 10.33
DUE: April 1, 2001
PROMISSORY NOTE
SEMITOOL, INC.
$40,000,000.00 Dated: July 5, 2000
Seattle, Washington
SEMITOOL, INC., a Montana corporation ("Maker") unconditionally
promises to pay to the order of BANK OF AMERICA, N.A. ("Bank"), at its Bank of
America, N.A. office, on or before April 1, 2001, in immediately available
funds, the principal sum of Forty Million Dollars ($40,000,000.00), or such
lesser sum as may be advanced hereunder. Maker further agrees to pay interest on
the daily unpaid principal balance, in arrears on the 1st day of each month,
beginning the 1st day of August, 2000, in accordance with the terms, conditions,
and definitions of Exhibit A attached, which are incorporated herein. Also
incorporated herein is Exhibit 1 attached hereto, regarding prepayment fees.
All advances under this Note, all conversions between the interest rate
options, and all payments of principal and interest may be reflected on a
schedule or a computer-generated statement which shall become a part hereof. All
unpaid principal and accrued but unpaid interest under this Note shall be paid
in full on April 1, 2001.
Bank is authorized to automatically debit each required installment of
interest from Maker's checking account number 13629803 at Bank, or such other
deposit account at Bank as Maker may authorize in the future.
If all or any portion of the principal amount or any installment of
interest is not paid when due, interest shall accrue, at the option of the
holder of this Note, from the date of default at a floating rate per annum three
percent (3%) above the Prime Rate, as the Prime Rate may vary from time to time,
and the entire unpaid principal amount of this Note, together with all accrued
interest, shall become immediately due and payable at the option of the holder
hereof.
Advances under this Note may be made by Bank at the oral or written
request of Raymon F. Thompson, Larry Viano, William A. Freeman or Carrie
Oberhauser, any one acting alone, who are authorized to request advances and
direct the disposition of any such advances until written notice of the
revocation of such authority is received by Bank at its office indicated above.
Any such advance shall be conclusively presumed to have been made to or for the
benefit of Maker when made in accordance with such requests and directions, or
when said advances are deposited to the credit of an account of Maker with Bank,
regardless of the fact that persons other than those authorized under this
paragraph may have authority to draw against such account.
Maker hereby waives presentment, demand, protest, and notice of
dishonor hereof. Each party signing or endorsing this Note signs as maker and
principal, and not as guarantor, surety, or accommodation party; and is estopped
from asserting any defense based on any capacity other than maker or principal.
This Note shall be governed by and construed in accordance with the
Laws of the State of Washington.
ORAL AGREEMENTS OR ORAL COMMITMENTS TO LOAN MONEY. TO EXTEND CREDIT,
OR TO FORBEAR FROM ENFORCING REPAYMENT OF A DEBT ARE NOT ENFORCEABLE UNDER
WASHINGTON LAW.
By: /s/Raymon F. Thompson
--------------------------------
Its:President
--------------------------------
<PAGE>
EXHIBIT A
INTEREST PROVISIONS
ARTICLE 1
Definitions
All terms defined below shall have the meaning indicated:
1.1 Adjusted LIBOR Rate shall mean for any day that per annum rate
equal to the sum of (a) a margin of 1.50%, (b) the Assessment Rate, and (c) the
quotient of (i) the LIBOR Rate as determined for such day, divided by (ii) the
Reserve Adjustment. The Adjusted LIBOR Rate shall change with any change in the
LIBOR Rate on the first day of each Interest Period and on the effective date of
any change in the Assessment Rate or Reserve Adjustment.
1.2 Advances shall mean the disbursement of loan proceeds under the
Note.
1.3 Assessment Rate shall mean as of any day the minimum annual
percentage rate established by the Federal Deposit Insurance Corporation (or any
successor) for the assessment due from members of the Bank Insurance Fund (or
any successor) in effect for the assessment period during which said day occurs
based on deposits maintained at such members' offices located outside of the
United States. In the event of a retroactive reduction in the Assessment Rate
after a commencement of any Interest Period, Bank shall not retroactively adjust
as to such Interest Period any interest rate calculated using the Assessment
Rate.
1.4 Available Amounts shall mean $40,000,000.00 less the outstanding
principal balance of the Note.
1.5 Bank shall mean the holder of the Note.
1.6 Borrower shall mean the maker of the Note.
1.7 Business Day shall mean any day other than a Saturday, Sunday, or
other day on which commercial banks in Seattle, Washington, are authorized or
required by law to close.
1.8 Commencement Date shall mean the first day of any Interest Period
as requested by Borrower.
1.9 Floating Rate shall mean the Prime Rate plus 0% per annum.
1.10 Floating Rate Loans shall mean those portions of principal of the
Note accruing interest at the Floating Rate.
1.11 Interest Period shall mean the period commencing on the date of
any advance at or conversion to an Adjusted LIBOR Rate and ending on any date
thereafter as selected by Borrower, subject to the restrictions of Section 2.3.
If any Interest Period would end on a day which is not a Business Day, the
Interest Period shall be extended to the next succeeding Business Day.
1.12 LIBOR Rate shall mean for any Interest Period the per annum rate,
calculated on the basis of actual number of days elapsed over a year of 360
days, for U.S. Dollar deposits for a period equal to the Interest Period
appearing on the display designated as "Page 3750" on the Telerate Service (or
such other page on that service or such other service designated by the British
Banker's Association for the display of that Association's Interest Settlement
Rates for U.S. Dollar deposits) as of 11:00 a.m., London time, on the day which
is two London Banking Days prior to the first day of the Interest Period. If
there is no period equal to the Interest Period on the display, the LIBOR Rate
shall be determined by straight-line interpolation to the nearest month (or week
or day if expressed in weeks or days) corresponding to the Interest Period
between the two nearest neighboring periods on the display.
1.13 LIBOR Rate Loans shall mean those portions of principal of the
Note accruing interest at the Adjusted LIBOR Rate.
1.14 London Banking Day shall mean any day other than a Saturday,
Sunday, or other day on which commercial banks in London, England, are
authorized or required by law to close.
1.15 Note shall mean the promissory note to which this exhibit is
attached.
1.16 Prime Rate shall mean the rate of interest publicly announced from
time to time by Bank as its Prime Rate. The Prime Rate is set by Bank based on
various factors, including Bank's costs and desired return, general economic
conditions and other factors, and is used as a reference point for pricing some
loans. Bank may price loans to its customers at, above, or below the Prime Rate.
Any change in the Prime Rate shall take effect at the opening of business on the
day specified in the public announcement of a change in Bank's Prime Rate.
1.17 Reserve Adjustment shall mean as of any day the remainder of one
minus that percentage (expressed as a decimal) which is the highest of any such
percentages established by the Board of Governors of the Federal Reserve System
(or any successor) for required reserves (including any emergency, marginal, or
supplemental reserve requirement) regardless of the aggregate amount of deposits
with said member bank and without benefit of any possible credit, proration,
exemptions, or offsets for time deposits established at offices of member banks
located outside of the United States or for eurocurrency Liabilities, if any.
1.18 Termination Date shall mean April 1, 2001, or such earlier date
upon which Bank makes demand for payment in full under the Note based on a
default under the Note.
ARTICLE 2
Interest Rate Options
2.1 Interest Rates and Payment Date. The Note shall bear interest from
the date of Advance on the unpaid principal balance outstanding from time to
time at the Floating Rate or Adjusted LIBOR Rate as selected by Borrower and all
accrued interest shall be payable in arrears as provided in the Note.
2.2 Procedure. Borrower may, on any London Banking Day two London
Banking Days before a Commencement Date, request Bank to give an Adjusted LIBOR
Rate quote for a specified loan amount and Interest Period. Bank will then quote
to Borrower the available Adjusted LIBOR Rate. Borrower shall have two hours
from the time of the quote to elect an Adjusted LIBOR Rate by giving Bank
irrevocable notice of such election.
2.3 Restrictions. Each Interest Period shall be one month or two
months or three months or six months or any other term acceptable to Bank in its
sole discretion. In no event shall an Interest Period extend beyond the
Termination Date. The minimum amount of a LIBOR Rate Loan shall be $500,000.
2.4 Prepayments. If Borrower prepays all or any portion of a LIBOR
Rate Loan prior to the end of an Interest Period, there shall be due at the time
of any such prepayment the Prepayment Fee, determined in accordance with Form
51-6325 which is attached as Exhibit 1 to the Note.
2.5 Reversion to Floating. The Note shall bear interest at the
Floating Rate unless an Adjusted LIBOR Rate is specifically selected. At the
termination of any Interest Period each LIBOR Rate Loan shall revert to a
Floating Rate Loan unless Borrower directs otherwise pursuant to Section 2.2.
2.6 Inability to Participate in Market. If Bank in good faith cannot
participate in the Eurodollar market for legal or practical reasons, there shall
be no Adjusted LIBOR Rate option. Bank shall notify Borrower of and when it
again becomes legal or practical to participate in the Eurodollar market, at
which time the Adjusted LIBOR Rate option shall resume.
2.7 Costs. Borrower shall reimburse Bank for all costs, taxes, and
expenses, and defend and hold Bank harmless for any liabilities, which Bank may
incur as a consequence of any changes in the cost of participating in, or in the
laws or regulations affecting, the Eurodollar market, including any additional
reserve requirements, except to the extent such costs are already calculated
into the Adjusted LIBOR Rate. This covenant shall survive the payment of the
Note.
2.8 Basis of Quotes. Borrower acknowledges that Bank may or may not in
any particular case actually match-fund a LIBOR Rate Loan. FDIC assessments, and
Federal Reserve Board reserve requirements, if any are assessed, will be based
on Bank's best estimates of its marginal cost for each of these items. Whether
such estimates in fact represent the actual cost to Bank for any particular
dollar or Eurodollar deposit or any LIBOR Rate Loan will depend upon how Bank
actually chooses to fund the LIBOR Rate Loan. By electing an Adjusted LIBOR
Rate, Borrower waives any right to object to Bank's means of calculating the
Adjusted LIBOR Rate quote accepted by Borrower.
ARTICLE 3
Advances
3.1 Revolving Loan Facility. Bank shall until the earlier of demand or
the Termination Date make Advances to Borrower from time to time, to the extent
of the Available Amounts, with the aggregate principal amount at any one time
outstanding not to exceed $40,000,000.00. Borrower may borrow, prepay, and
reborrow the principal of the Note in whole or in part.
3.2 Procedure for Advances. Borrower may borrow on any Business Day.
Borrower shall give Bank irrevocable notice (written or oral) specifying the
amount to be borrowed and the requested borrowing date. Bank must receive such
notice on or before 11:30 a.m., Seattle time, on the day borrowing is requested.
ALL Advances shall be discretionary to the extent notification by Borrower is
given subsequent to that time.
<PAGE>
Exhibit 1 - PREPAYMENT FEES
If the principal balance of this note is prepaid in whole or in part,
whether by voluntary prepayment, operation of law, acceleration or otherwise, a
prepayment fee, in addition to any interest earned, will be immediately payable
to the holder of this note.
The amount of the prepayment fee depends on the following:
(1) The amount by which interest reference rates as defined below have changed
between the time the loan is prepaid and either a) the time the loan was
made for fixed rate loans, or b) the time the interest rate last changed
(repriced) for variable rate loans.
(2) A prepayment fee factor (see "Prepayment Fee Factor Schedule" on reverse).
(3) The amount of principal prepaid.
If the proceeds from a CD or time deposit pledged to secure the loan are used to
prepay the loan resulting in payment of an early withdrawal penalty for the CD,
a prepayment fee will not also be charged under the loan.
Definition of Reference Rate for Variable Rate Loans
The "Reference Rate" used to represent interest rate levels for variable rate
loans shall be the index rate used to determine the rate on this loan having
maturities equivalent to the remaining period to interest rate change date
(repricing) of this loan rounded upward to the nearest month. The "Initial
Reference Rate" shall be the Reference Rate at the time of last repricing and a
new Initial Reference Rate shall be assigned at each subsequent repricing. The
"Final Reference Rate" shall be the Reference Rate at the time of prepayment.
Definition of Reference Rate for Fixed Rate Loans
The "Reference Rate" used to represent interest rate levels on fixed rate loans
shall be the bond equivalent yield of the average U.S. Treasury rate having
maturities equivalent to the remaining period to maturity of this loan rounded
upward to the nearest month. The "Initial Reference Rate" shall be the Reference
Rate at the time the loan was made. The "Final Reference Rate" shall be the
Reference Rate at time of prepayment.
The Reference Rate shall be interpolated from the yields as displayed on Page
119 of the Dow Jones Telerate Service (or such other page or service as may
replace that page or service for the purpose of displaying rates comparable to
said U.S. Treasury rates) on the day the loan was made (Initial Reference Rate)
or the day of prepayment (Final Reference Rate). An Initial Reference Rate of
N/A % has been assigned to this loan to represent interest rate levels at
origination.
CALCULATION OF PREPAYMENT FEE
If the Initial Reference Rate is less than or equal to the Final Reference Rate,
there is no prepayment fee.
If the Initial Reference Rate is greater than the Final Reference Rate, the
prepayment fee shall be equal to the difference between the Initial and Final
Reference Rates (expressed as a decimal), multiplied by the appropriate factor
from the Prepayment Fee Factor Schedule, multiplied by the principal amount of
the loan being prepaid.
<PAGE>
Example of Prepayment Fee Calculation
Variable Rate Loan: A non-amortizing 6-month LIBOR based loan with principal of
$250,000 is fully prepaid with 3 months remaining until next interest rate
change date (repricing). An Initial Reference Rate of 7.0% was assigned to the
loan at last repricing. The Final Reference Rate (as determined by the 3-month
LIBOR index) is 6.5%. Rates therefore have dropped 0.5% since last repricing and
a prepayment fee applies. A prepayment fee factor of 0.31 is determined from
Table 3 below and the prepayment fee is computed as follows:
Prepayment Fee = (0.07 -- O.065) x (0.31) x ($250,000) = $387.50
Fixed Rate Loan: An amortizing loan with remaining principal of $250,000 is
fully prepaid with 24 months remaining until maturity. An Initial Reference Rate
of 9.0% was assigned to the loan when the loan was made. The Final Reference
Rate (as determined by the current 24-month U.S. Treasury rate on Page 119 of
Telerate) is 7.5%. Rates therefore have dropped 1.5% since the loan was made
and a prepayment fee applies. A prepayment fee factor of 1.3 is determined from
Table 1 below and the prepayment fee is computed as follows:
Prepayment Fee = (0.09 -- 0.075) x (1.3) x ($250,000) = $4,875
PREPAYMENT FEE FACTOR SCHEDULE
<TABLE>
<CAPTION>
TABLE I: FULLY AMORTIZING LOANS
Proportion of Remaining
Principal Amount Being Prepaid Months Remaining To Maturity/Repricing1
---------------------------------------------------------------------------------------------------------------------------
0 3 6 9 12 24 36 48 60 84 120 240 360
---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
90-100% 0 .21 .36 .52 .67 1.3 1.9 2.5 3.1 4.3 5.9 10.3 13.1
60-89% 0 .24 .44 .63 .83 1.6 2.4 3.1 3.9 5.4 7.5 13.2 17.0
30-59% 0 .28 .53 .78 1.02 2.0 3.0 4.0 5.0 7.0 9.9 18.5 24.4
0-29% 0 .31 .63 .92 1.22 2.4 3.7 5.0 6.3 9.0 13.4 28.3 41.8
</TABLE>
<TABLE>
<CAPTION>
TABLE II: PARTIALLY AMORTIZING (BALLOON) LOANS
Proportion of Remaining
Principal Amount Being Prepaid Months Remaining To Maturity/Repricing1
---------------------------------------------------------------------------------------------------------------------------
0 3 6 9 12 24 36 48 60 84 120 240 360
---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
90-100% 0 .26 .49 .71 .94 1.8 2.7 3.4 4.2 5.6 7.4 11.6 14.0
60-89% 0 .30 .59 .86 1.15 2.2 3.3 4.3 5.3 7.1 9.4 15.0 18.1
30-59% 0 .31 .63 .95 1.27 2.6 3.9 5.3 6.6 9.1 12.6 21.2 26.2
0-29% 0 .31 .63 .95 1.27 2.6 4.0 5.4 7.0 10.2 15.7 33.4 46.0
</TABLE>
<TABLE>
<CAPTION>
TABLE III: NONAMORTIZING (INTEREST ONLY) LOANS
Proportion of Remaining
Principal Amount Being Prepaid Months Remaining To Maturity/Repricing1
---------------------------------------------------------------------------------------------------------------------------
0 3 6 9 12 24 36 48 60 84 120 240 360
---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
0-100% 0 .31 .61 .91 1.21 2.3 3.4 4.4 5.3 6.9 8.9 13.0 14.8
</TABLE>
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1 For the remaining period to maturity/repricing between any two
maturities/repricings shown in the above schedules, interpolate between the
corresponding factors to the closest month.
The holder of this note is not required to actually reinvest the prepaid
principal in any U.S. Government Treasury Obligations, or otherwise prove its
actual loss, as a condition to receiving a prepayment fee as calculated above.
