EXHIBIT 10.90
REIMBURSEMENT AND SECURITY AGREEMENT
This REIMBURSEMENT AND SECURITY AGREEMENT, dated as of May 6, 1997 (this
"Agreement"), is made by SOUTHWALL TECHNOLOGIES, INC., a Delaware corporation
(the "Grantor"), and TEIJIN LIMITED, a Japanese corporation, as secured party
(the "Secured Party").
PRELIMINARY STATEMENTS:
(1) The Secured Party has entered into that certain Guarantee Agreement
Regarding 10 Million US$ Credit Facility, dated as of the date hereof (said
agreement, as it may hereafter be amended or otherwise modified from time to
time, the "Guaranty Agreement"; the terms defined therein and not otherwise
defined herein are used herein as therein defined), under which the Secured
Party has agreed to provide LENDER with a letter of guarantee (the "Letter of
Guarantee") as an inducement to extend a LOAN to the Grantor.
(2) It is a condition precedent to the making of the guarantee by the
Secured Party under the Guaranty Agreement that the Grantor shall have agreed to
the reimbursement and security interest contemplated by this Agreement.
NOW, THEREFORE, in consideration of the premises and in order to induce the
Secured Party to make the guarantee under the Guaranty Agreement, the Grantor
hereby agrees with the Secured Party as follows.
SECTION 1. Reimbursement; Assignment and Grant of Security Interest.
(a) The Grantor hereby agrees to reimburse the Secured Party on demand for
and in the amount of any payment made by the Secured Party to LENDER under the
Letter of Guarantee. All payments made by the Grantor under this Agreement shall
be made by the Grantor free and clear of and without deduction for any and all
present and future taxes, levies, charges, deductions and withholdings,
excluding, in the case of the Secured Party, any of the foregoing imposed on or
measured by its net income or gross receipts by the jurisdiction (or any
political subdivision thereof) under the laws of which the Secured Party is
organized or maintains a lending office ("Taxes"). To the extent applicable law
requires a deduction or withholding for Taxes, then the gross amount of such
payment made by the Grantor shall be increased at the Grantor's sole cost and
expense such that the net payment to the Secured Party or its assignee equals
that amount which the Secured Party or its assignee would have received if such
deduction or withholding were not made. In addition, the Grantor shall pay upon
demand any stamp or other taxes, levies or charges of any jurisdiction with
respect to the execution, delivery, registration, performance and enforcement of
this Agreement.
Upon request by the Secured Party, the Grantor shall furnish evidence
satisfactory to the Secured Party that all requisite authorizations and
approvals by, and notices to and filings with, governmental authorities and
regulatory bodies have been obtained and made and that all requisite taxes,
levies and charges have been paid. Any amounts payable by the Grantor to the
Secured Party hereunder not paid upon demand shall bear interest at an annual
rate equal to the six (6) months LIBOR rate established by BBA at the time of
non-payment plus five percent (5%).
(b) The Grantor hereby assigns to the Secured Party for its benefit, and
hereby grants to the Secured Party for its benefit a security interest in, all
of the Grantor's right, title and interest in and to Grantor's property set
forth on Exhibit A attached hereto (the "Collateral"), and all proceeds of any
and all of the foregoing Collateral. The list of Collateral may be amended from
time to time by mutual agreement of the parties; provided, however, that the
Secured Party shall have no obligation to agree to the amendment of the list of
Collateral if it believes that such amendment would impair the security interest
in the Grantor's property created hereunder.
SECTION 2. Security for Obligations. This Agreement secures the payment of
all obligations of the Grantor now or hereafter existing under the Guaranty
Agreement and under this Agreement (all such obligations being the
"Obligations").
SECTION 3. Representations, Warranties and Covenants. The Grantor
represents and warrants as follows.
(a) The Grantor is a corporation duly organized, validly existing and in
good standing under the laws of the State of Delaware; the Grantor has the
lawful power to own its properties and to engage in the businesses it conducts,
and is duly qualified and in good standing as a foreign corporation in the
jurisdictions wherein the failure to so qualify would have a material adverse
effect on the Grantor or its business or prospects.
(b) The Grantor is not in default with respect to any of its existing
indebtedness, and the making and performance of this Agreement will not
(immediately or with the passage of time, the giving of notice, or both):
(i) violate the articles of incorporation, by-laws or other
organizational of the Grantor or violate any laws or result in a default under
any contract, agreement, or instrument to which the Grantor is a party or by
which the Grantor or any of its property is bound; or
(ii) result in the creation or imposition of any security interest in,
or lien or encumbrance upon, any of the assets of the Grantor, other than in
favor of the Secured Party.
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(c) The Grantor has the power and authority to enter into and perform this
Agreement and to incur the obligations herein provided for, and has taken all
actions necessary to authorize the execution, delivery, and performance of this
Agreement.
(d) This Agreement is valid, binding, and enforceable in accordance with
its terms.
(e) The chief place of business and chief executive office of the Grantor
and the office where the Grantor keeps its records concerning the Collateral,
are located at 1029 Corporation Way, Palo Alto, California 94303.
(f) The Grantor is, or as soon as practicable following the Closing will
be, the legal and beneficial owner of the Collateral free and clear of any lien,
security interest, option or other charge or encumbrance except for the security
interest created by this Agreement and Permitted Liens. No effective financing
statement or other document similar in effect covering all or any part of the
Collateral is on file in any recording office, except such as may have been
filed in favor of the Secured Party relating to this Agreement and Permitted
Liens. As used herein, "Permitted Liens" means (i) liens to secure taxes,
assessments or charges not yet due or which are being contested in good faith
and by appropriate proceedings and for which adequate reserves are maintained;
(ii) carriers', mechanics', warehousemen's artisans', repairmen's or similar
liens arising in the ordinary course of business which are not overdue or which
are being contested in good faith and by appropriate proceedings and for which
adequate reserves are maintained; and (iii) liens and encumbrances which (A)
existed on property acquired by the Grantor before the time of its acquisition
and was not created in anticipation of such event, or (B) were taken or retained
by the seller of such property to secure all or part of its price or created
solely for the purpose of securing indebtedness representing, or incurred to
finance or refinance the cost of such property; provided that no such Lien shall
extend to or cover any property of the Grantor other than the property so
acquired and improvements on such property.
(g) This Agreement creates a valid and perfected first priority security
interest in the Collateral (other than with respect to Permitted Liens given
priority as a matter of law), securing the payment of the Obligations, and all
filings and other actions necessary or desirable to perfect and protect such
security interest have been duly taken.
(h) No consent of any other person or entity and no authorization, approval
or other action by, and no notice to or filing with, any governmental authority
or regulatory body is required (i) for the grant by the Grantor of the
assignment and security interest granted hereby or for the execution, delivery
or performance of this Agreement by the Grantor, (ii) for the perfection or
maintenance of the assignment and security interest created hereby (including
the first priority nature of such assignment and security interest) or (iii)
except as required by applicable law, for the exercise by the Secured Party of
its rights and remedies hereunder.
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(i) There are no conditions precedent to the effectiveness of this
Agreement that have not been satisfied or waived.
(j) Grantor shall pay Secured Party a risk bearing commission as a
Guarantee Fee (hereinafter called "Guarantee Fee") at the rate of 0.5625% per
year on the outstanding amount of the principal amount of the LOAN, as specified
in the Guaranty Agreement.
(k) The Guarantee Fee shall be paid by Grantor in arrears on each Interest
Payment Date (as such term is defined in the Guaranty Agreement) for the period
commencing either on and including the date of the First Draw-Down, or on and
including the immediately preceding Interest Payment Date up to and including
the date immediately preceding such relevant Interest Payment Date, as specified
in the Guaranty Agreement.
(l) The Guarantee Fee shall accrue daily and shall be computed on the basis
of a year of three hundred and sixty (360) days and the actual number of days
elapsed.
(m) Guarantee Fee payments shall be made by wire transfer by Grantor to
Secured Party in US Dollars to Secured Party's Account No. 403-401 with The
Sanwa Bank, Limited, Osaka Head Office.
(n) Any taxes, charges, or other expenses with respect to each Guarantee
Fee payment made to Secured Party by Grantor shall be borne by Grantor.
Nevertheless, Grantor may deduct withholding tax duly levied on Guarantee Fee
payments to the extent that a tax credit will be obtained by such party under
the convention for the avoidance of double taxation between the governments of
U.S.A. and Japan. Grantor shall secure for Secured Party a tax receipt
acceptable to Japanese tax authorities for said tax purpose and will send it to
Secured Party within thirty (30) days after such payment.
(o) During the term of the LOAN, as specified in the Guaranty Agreement,
Grantor shall maintain the following financial covenants, as measured on a
quarterly basis as of the last day of each fiscal quarter of Grantor from
financial data publicly reported in Grantor's Form 10-Q and Form 10-K Reports
filed with the Securities and Exchange Commission, or from supporting data for
such reports:
(1) Minimum Quick Ratio: 1.00 to 1.00
Minimum Quick Ratio is defined as Cash and Equivalents plus Short
Term Investments plus Accounts Receivables to Total Current
Liabilities.
(2) Minimum Tangible Net Worth: $24,000,000 and to increase annually
by 50% of annual Net After Tax Profits, such increases to be
cumulative. Grantor shall remain profitable in each fiscal year.
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Tangible Net Worth is defined as Stockholders Equity plus
Subordinated Debt minus Intangible Assets (including Goodwill,
Patents and Licenses).
Net After Tax Profits is defined as Net Operating Income minus
recorded Tax Provision for the period, excluding any extraordinary
adjustments due to changes in accounting rules as provided by the
Financial Accounting Standard Board or for recording of Net
Operating Loss Carryforward or other tax assets or liabilities
relating to prior year results or activities.
Maximum Debt to Tangible Net Worth ratio: 0.65 to 1.00
Debt is defined as Total Liabilities minus Subordinated Debt.
Grantor shall provide to Secured Party a quarterly certificate,
signed by a responsible officer of Grantor, together with a copy
of the current quarter's Form 10-Q Report as early as reasonably
possible but no later than sixty (60) days following the last day
of the fiscal quarter, or following the end of Grantor's fiscal
fourth quarter, a copy of the Form 10-K Report, as early as
reasonably possible but no later than one hundred and twenty (120)
days following the last day of the fiscal quarter.
(p) In the event of any actual or expected default by Grantor in any
payment of principal or interest on the LOAN or of any actual or expected
default by Grantor in any financial covenants in Section 3(o), Grantor shall
immediately give a written notice of such actual or expected default to Secured
Party. Such notice shall include detailed information on the LOAN including the
payment amount and due date for the payment which is or may become in default.
SECTION 4. Further Assurances.
(a) The Grantor agrees that from time to time, at the expense of the
Grantor, the Grantor will promptly execute and deliver all further instruments
and documents, and take all further action, that may be necessary or desirable,
or that the Secured Party may reasonably request, in order to perfect and
protect the assignment and security interest granted or purported to be granted
hereby or to enable the Secured Party to exercise and enforce its rights and
remedies hereunder with respect to any Collateral. Without limiting the
generality of the foregoing, the Grantor will: (i) if any Collateral shall be
evidenced by a promissory note or other instrument or chattel paper, promptly
notify the Secured Party thereof and, if requested, deliver and pledge to the
Secured Party hereunder such note or instrument or chattel paper duly endorsed
and accompanied by duly executed instruments of transfer or assignment, all in
form and substance reasonably satisfactory to the Secured Party; (ii) execute
and file such financing or continuation statements, or amendments thereto, and
such other instruments or notices, as may be necessary or desirable, or as the
Secured Party may
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reasonably request, in order to perfect and preserve the assignment and security
interest granted or purported to be granted hereby; and (iii) mark conspicuously
any Collateral and, at the request of the Secured Party, each of its records
pertaining to the Collateral with a legend, in form and substance reasonably
satisfactory to the Secured Party, indicating that such Collateral is subject to
the assignment and security interest granted pursuant hereto.
(b) The Grantor hereby authorizes the Secured Party to file one or
more financing or continuation statements, and amendments thereto, relating to
all or any part of the Collateral without the signature of the Grantor where
permitted by law. A photocopy or other reproduction of this Agreement or any
financing statement covering the Collateral or any party thereof shall be
sufficient as a financing statement where permitted by law.
(c) During the term of the LOAN, as specified in the Guaranty
Agreement, the amount of Grantor's inventory, consisting of raw materials,
work-in-process and finished goods ("Inventory"), that shall constitute a part
of the Collateral will at all times be an amount equal to the difference between
120% of the principal and accrued interest then owing under the LOAN and the net
value (defined as the purchase price for the equipment less accumulated
depreciation calculated at the rate of 10% per annum) of the equipment and
machinery that constitutes a part of the Collateral. The Secured Party agrees
that its security interest in Inventory shall be limited to Inventory having a
value equal to the amount described in the preceding sentence. The Grantor
acknowledges that, upon the occurrence of a Default, the Secured Party intends
to look to the components of the Inventory in the following order of priority:
finished goods, work-in-process and raw materials.
(d) The Secured Party agrees to execute such agreements and documents
that may be reasonably necessary to confirm the scope of its interest in the
Inventory upon the reasonable request of Grantor.
SECTION 5. Place of Perfection; Records. The Grantor shall keep its
chief place of business and chief executive offices and the offices where it
keeps its records concerning the Collateral, and the original copies of all
chattel paper or other documents or instruments that evidence the Collateral at
the locations therefor specified in Section 3(e) or, upon 30 days' prior written
notice to the Secured Party, at any other locations in a jurisdiction where all
action required by Section 4 shall have been taken with respect to the
Collateral. The Grantor will hold and preserve such records, and such chattel
paper, documents and instruments and will permit representatives of the Secured
Party at any time during normal business hours and upon reasonable notice to
inspect and make abstracts from such records, chattel paper, documents and
instruments.
SECTION 6. As to the Collateral.
(a) The Grantor shall at its expense:
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(i) properly maintain the Collateral and take all such action to
such end as may be from time to time reasonably requested by the Secured Party;
and
(ii) furnish to the Secured Party promptly upon receipt thereof
copies of all notices, requests and other documents received by the Grantor
relating to the Collateral, and from time to time (A) furnish to the Secured
Party such information and reports regarding the Collateral as the Secured Party
may reasonably request and (B) upon request of the Secured Party make to any
other party such demands and requests for information and reports or for action
as the Grantor is entitled to make, respecting the Collateral.
(b) The Grantor shall not:
(i) sell, assign (by operation of law or otherwise) or otherwise
dispose of, or grant any option with respect to, any of the Collateral (other
than a proposed sale or other disposition of obsolete or worn-out equipment, in
which events Grantor shall provide Secured Party with thirty (30) days advanced
written notice), or create or permit to exist any lien, security interest,
option or other charge or encumbrance upon or with respect to any of the
Collateral, except for the assignment and security interest under by this
Agreement or Permitted Liens; or
(ii) take any other action in connection with the Collateral
which would impair the value thereof or the interest or rights of the Grantor
therein or which would impair the interest or rights of the Secured Party
therein.
SECTION 7. Secured Party Appointed Attorney-in-Fact. The Grantor
hereby appoints the Secured Party the Grantor's attorney-in-fact, with full
authority in the place and stead of the Grantor and in the name of the Grantor
or otherwise, from time to time, after the Secured Party has notified the
Grantor of a Default under this Agreement and for so long as any such Default
exists, in the Secured Party's discretion to take any action and to execute any
instrument which the Secured Party may deem necessary or advisable to accomplish
the purposes of this Agreement, including, without limitation:
(i) to ask, demand, collect, sue for, recover, compromise,
receive and give acquitance and receipts for moneys due and to become due under
or in connection with the Collateral;
(ii) to receive, endorse and collect any drafts or other
instruments, documents and chattel paper in connection therewith; and
(iii) to file any claims or take any action or institute any
proceedings which the Secured Party may deem necessary or desirable to enforce
the rights of the Secured Party with respect to any of the Collateral.
SECTION 8. Secured Party May Perform. If the Grantor fails to perform
any agreement contained herein after having a reasonable opportunity therefor,
the Secured Party may itself perform, or cause performance of, such agreement,
and the
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expenses of the Secured Party incurred in connection therewith shall be payable
by the Grantor under Section 11(b).
SECTION 9. The Secured Party's Duties. The powers conferred on the
Secured Party hereunder are solely to protect its interest in the Collateral and
shall not impose any duty upon it to exercise any such powers. Except for the
safe custody of any Collateral in its possession and the accounting for moneys
actually received by it hereunder, the Secured Party shall have no duty as to
any Collateral or as to the taking of any necessary steps to preserve rights
against any parties or any other rights pertaining to any Collateral. The
Secured Party shall be deemed to have exercised reasonable care in the custody
and preservation of any Collateral in its possession if such Collateral is
accorded treatment substantially equal to that which the Secured Party accords
its own property.
SECTION 10. Remedies. If after five (5) days' written notice the
Grantor fails to reimburse or pay any amounts due to the Secured Party under
Section 1(a) of this Agreement, or if the Grantor fails to observe or perform
any other material term of this Agreement which continues unremedied for a
period of thirty (30) days after written notice thereof (each a "Default"):
(a) The Secured Party may exercise any and all legal or equitable
rights and remedies of the Grantor in connection with or in respect of the
Collateral in any court or other tribunal of proper jurisdiction; the Grantor
and the Secured Party acknowledge and agree that the remedies of the Secured
Party under this Agreement are not subject to the arbitration provisions set
forth in Section 8.2 of the Guaranty Agreement;
(b) All payments received by the Grantor in connection or in respect
of the Collateral shall be received in trust for the benefit of the Secured
Party, shall be segregated from other funds of the Grantor and shall be
forthwith paid over to the Secured Party in the same form as so received (with
any necessary endorsement);
(c) All payments made under or in connection with or in respect of the
Collateral, and all cash proceeds in respect of any sale of, collection from, or
other realization upon all or any part of the Collateral, received by the
Secured Party may, in the discretion of the Secured Party, be held by the
Secured Party as collateral for, and/or then or at any time thereafter applied
(after payment of any amounts payable to the Secured Party pursuant to Section
11) in whole or in part by the Secured Party against, all or any part of the
Obligations in such order as the Secured Party shall elect. Any surplus of such
payments or cash proceeds held by the Secured Party and remaining after payment
in full of all the Obligations shall be paid over to the Grantor or to
whomsoever may be lawfully entitled to receive such surplus; and
(d) The Secured Party may exercise in respect of the Collateral, in
addition to other rights and remedies provided for herein or otherwise available
to it, all the rights and remedies of a secured party on default under the
Uniform Commercial Code in
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effect in the State of California, at that time (the "Code") (whether or not the
Code applies to the affected Collateral).
SECTION 11. Indemnity and Expenses; Payments.
(a) The Grantor agrees to indemnify the Secured Party from and against
any and all claims, losses and liabilities (including reasonable attorneys'
fees) growing out of or resulting from this Agreement (including, without
limitation, enforcement of this Agreement), except claims, losses or liabilities
resulting from the Secured Party's gross negligence or willful misconduct.
(b) The Grantor will upon demand pay to the Secured Party the amount
of any and all reasonable out-of-pocket expenses, including the reasonable fees
and expenses of its counsel and of any experts and agents, which the Secured
Party may incur in connection with (i) the administration of this Agreement,
(ii) the custody or preservation of, or the sale of, collection from or other
realization upon, any of the Collateral, (iii) the exercise or enforcement of
any of the rights of the Secured Party hereunder or (iv) the failure by the
Grantor to perform or observe any of the provisions hereof.
SECTION 12. Amendments; etc. No amendment or waiver of any provision
of this Agreement, and no consent to any departure by the Grantor herefrom shall
in any event be effective unless the same shall be in writing and signed by the
Secured Party, and then such waiver or consent shall be effective only in the
specific instance and for the specific purpose for which given.
SECTION 13. Addresses for Notices. All notices and other
communications provided for hereunder shall be in writing (including telecopier,
telegraphic, telex or cable communication) and mailed, telecopied, telegraphed,
telexed, cabled or delivered to it, if to the Grantor, at its address at 1029
Corporation Way, Palo Alto, California 94303, Attention: Chief Executive
Officer, Facsimile 415/967-8713, and if to the Secured Party, at its address at
1-1, Uchisaiwaicho 2-Chome, Chiyoda-ku, Tokyo 100, Japan, Attention: General
Manager, Films Planning and Administration Dept., Facsimile 011-81-3-3506-4378,
or, as to either party, at such other address as shall be designated by such
party in a written notice to the other party. All such notices and other
communications shall be effective, if sent via facsimile, upon confirmation via
telephone of receipt of transmission in legible form, if sent via air courier
express delivery, upon the third business day after deposit for delivery with an
international air courier service, if sent via telegraph, telex or cable, when
delivered to the telegraph company, confirmed by telex answerback or delivered
to the cable company, respectively, or if mailed, upon the first business day of
the recipient that is after the tenth day after the date deposited into the U.S.
or Japanese mail, or if delivered, upon delivery.
SECTION 14. Continuing Assignment and Security Interest; Assignments
Under Credit Agreement. This Agreement shall create a continuing assignment of
and
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security interest in the Collateral and shall (i) remain in full force and
effect until the later of (X), the payment in full of the Obligations and all
other amounts payable under this Agreement and (Y) the expiration or termination
of the Guaranty Agreement, (ii) be binding upon the Grantor, its successors and
assigns, and (iii) inure, together with the rights and remedies of the Secured
Party hereunder, to the benefit of the Secured Party and its successors,
transferees and assigns. Without limiting the generality of the foregoing clause
(iii), if the Secured Party assigns or otherwise transfers all or any portion of
its rights and obligations under the Guaranty Agreement to any other person or
entity, such other person or entity shall thereupon become vested with all the
benefits in respect hereof granted to the Secured Party herein or otherwise.
Upon the later of the payment in full of the Obligations and all other amounts
payable under this Agreement and the expiration or termination of the Guaranty
Agreement, the security interest granted hereby shall terminate and all rights
to the Collateral shall revert to the Grantor. Upon any such termination, the
Secured Party will, at the Grantor's expense, execute and deliver to the Grantor
such documents as the Grantor shall reasonably request to evidence such
termination.
SECTION 15. Governing Law; Terms. This Agreement shall be governed by
and construed in accordance with the laws of the State of California, except to
the extent that the validity or perfection of the assignment and security
interest hereunder, or remedies hereunder, in respect of any particular
Collateral are governed by the laws of a jurisdiction other than the State of
California. Unless otherwise defined herein, terms used in Division 9 of the
Uniform Commercial Code in effect in the State of California are used herein as
therein defined.
SECTION 16. Waiver of Jury Trial. THE GRANTOR AND SECURED PARTY BOTH
HEREBY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVES ANY RIGHTS THEY MAY HAVE
TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF,
UNDER, OR IN CONNECTION WITH, THIS AGREEMENT, OR ANY COURSE OF CONDUCT, COURSE
OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN), OR ACTIONS OF THE GRANTOR
AND SECURED PARTY.
[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed and delivered by their respective officers thereunto duly
authorized as of the date first above written.
SOUTHWALL TECHNOLOGIES, INC.
By: /s/ L. Ray Christie
-----------------------------
Name: L. Ray Christie
---------------------------
Title: Vice President, Chief
--------------------------
Financial Officer
TEIJIN LIMITED
By: /s/ Shasaku Yasui
-----------------------------
Name: Shasaku Yasui
---------------------------
Title: Senior Managing Director
--------------------------
Member of the Board
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EXHIBIT A
1. Inventory in an amount as described in Section 4(c).
2. The following equipment and machinery located at the Southwall Technologies,
Inc. facility at 8175 S. Hardy Street, Tempe, Arizona 85284:
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ITEMS
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Custom Designed and Fabricated High Vacuum Planar Magnetron Sputter Roll Coating
System, known as PM5
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15 Planar Magnetron Sputter Sources with Supported Fixed Flange, Gas Inlets,
Electrical Feedthrough, Water Cooling Connections, Backing Plates and Power
Adaption Modules, for use with PM5
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Power Generation System for use with PM5
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Vacuum Deposition Machine, known as PM6
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Power Generation System for use with PM6
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Trane Chiller RTHB-150 460 A, Process Chilling System
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Water Cooled Dual Zone Chiller/Heater, Process Chilling System
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Resistance Monitoring Equipment; Non-contact Resistance Monitoring
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Solvent Based Tandem Coating Line
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5500 SCFM Catalytic System with Allen-Bradley SLC502 PLC networked to coating
line
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610 Slitter/Rewinder
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Toray Sheeting Machine
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