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EXHIBIT
10.8
TERM LOAN AGREEMENT
This TERM LOAN
AGREEMENT ("Agreement") dated December 29, 2006 between FIRST
INTERSTATE BANK ("Lender") and SEMITOOL, INC. ("Borrower"),
outlines the basic agreement and understanding reached between the
parties relative to long term financing provided under the Montana
Board of Investments ("Board") Value-Added loan program. This
Agreement supplements the terms and conditions of all other
agreements, instruments, and documents used to create the
obligation under the agreement ("Loan Documents"), and shall be
read and construed together with the promissory note and security
documents and where possible shall be interpreted in harmony with
the Loan Documents.
LOAN
Under the terms
and conditions set forth in this Agreement, Lender agrees to make a
loan to the Borrower in the amount of Four Million Nine Hundred
Thousand Dollars ($4,900,000) under the Value-Added loan program
subject to the terms and conditions set forth in the Board’s
Commitment Letter dated December 21, 2006 and Value-Added Loan
Policy which are hereby incorporated by reference. The loan shall
be evidenced by a promissory note executed between the parties
dated December 29, 2006 ("Note") under the following terms:
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a.
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Purpose – Loan proceeds shall
be used to provide long term financing for the renovation of an
existing building and for the purchase of manufacturing equipment
necessary to operate the facility.
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b.
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Repayment – Borrower shall
repay the Loan by making monthly payments of principal and interest
sufficient to fully amortize the loan amount over ten years
ending.
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c.
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Interest Rate – The interest
rate on the Loan shall be bifurcated as follows:
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i.
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Twenty-five percent (25%) at a fixed
annual rate of 7.75%
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ii.
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Seventy-five percent (75%) at a
variable annual rate of 7.85% until such time as the Borrower
submits evidence to the Board that at least ten (10) new jobs have
been created, at which time the rate shall be reduced to 2.5% for a
period of five years followed by a rate of 6.5% for the remaining
term of the loan.
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d.
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Security – Borrower shall
execute and deliver security agreements and deeds of trust to the
Lender granting Lender a first lien position on the Real Property,
Equipment, and Fixtures located at 3850 US Highway 2 East and 423
Birch Grove Road, Kalispell, Montana located in Flathead
County.
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e.
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Origination Fee – With the
execution of the Loan Documents, the Borrower shall pay to the
Lender an origination fee in the amount of $5,000, which shall be
fully earned and non-refundable.
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CONDITIONS
PRECEDENT
The Lender shall
have no obligation to disburse amounts to the benefit of the
Borrower hereunder unless; (i) the Borrower has signed and
delivered all documents and instruments as required by this
Agreement, the Loan Documents, the Board, and the Lender; (ii) all
representations, warranties, and statements made in connection with
the Loan are true and in affect; (iii) No Event of Default has
occurred or is occurring, and no event, with the passing of time
may become an Event of Default; and (iv) Borrower has fulfilled all
conditions contained in this Agreement to the Lender’s
satisfaction.
REPRESENTATIONS
AND WARRANTIES
In
order to induce the Lender to enter into this Agreement and to make
the Loan and to induce the Board to participate in the Loan, the
Borrower represents and warrants that:
Organization and Qualification . The Borrower is a Montana
corporation duly organized, validly existing and in good standing
under the laws of the State of Montana.
Power and Authority . The Borrower has all requisite power
and authority to execute, deliver and perform this Agreement, the
Note, and the Loan Documents, to borrow under this Agreement and to
create the collateral security interests for which they provide,
and has taken all necessary action to authorize the borrowings
hereunder on the terms and conditions of this Agreement and the
execution, delivery and performance of this Agreement and the Loan
Documents. No consent of any other party nor consent, license,
approval or authorization of, or registration or declaration with,
any governmental authority, bureau or agency is required in
connection with the execution, delivery, performance, validity or
enforceability of the Loan Documents.
Enforceability . This Agreement constitutes, and the Loan
Documents, when executed and delivered to Lender pursuant to the
provisions of this Agreement, will constitute valid obligations of
the Borrower legally binding upon it and enforceable in accordance
with their respective terms, except as enforceability of the
foregoing may be limited by bankruptcy, insolvency or other laws of
general application relating to or affecting the enforcement of
creditors’ rights.
Conflict with Other Instruments . The execution, delivery
and performance of this Agreement and the Loan Documents will not
violate or contravene any provision of any existing law or
regulation or decree of any court, governmental authority, bureau
or agency having jurisdiction in the premises or of any mortgage,
indenture, security agreement, contract, undertaking or other
agreement to which the Borrower is a party or which purports to be
binding upon it or any of its properties or assets, and will not
result in the creation or imposition of any lien, charge,
encumbrance on, or security interest in, any of its properties or
assets pursuant to the provisions of any such mortgage, indenture,
security agreement, contract, undertaking or other agreement.
Litigation . There are no actions, suits or proceedings
before any court or governmental department or agency (whether or
not purportedly on behalf of the Borrower) pending or, to the
knowledge of the Borrower, threatened (a) with respect to any
of the transactions contemplated by this Agreement or
(b) against or affecting the Borrower or any of its properties
which, if adversely determined, could have a material adverse
effect upon the financial condition, business or operations of the
Borrower or its ability to repay the Loan.
Properties . The Borrower has good and marketable title to,
all properties and assets to be pledged as security for the Loan,
real and personal, except for defects of title to real property
which do not affect the marketability thereof and which do not
materially impair the value or usefulness thereof. Such properties
and assets are subject to no mortgage, security interest, pledge,
lien, charge, encumbrance or title retention or other security
agreement or arrangement of any nature whatsoever, except as
permitted under this Agreement.
Default . The Borrower is not in default under any material
existing agreement, and no Default hereunder has occurred and is
continuing.
Taxes . The Borrower has filed or caused to be filed all tax
returns (including, without limitation, those relating to Federal
and state income taxes) required to be filed and has paid all taxes
shown to be due and payable on said returns or on any assessments
made against it (other than those being contested in good faith by
appropriate proceedings for which adequate reserves have been
provided on its books). No tax liens have been filed against the
property or assets of the Borrower and no claims are being asserted
with respect to such taxes which, if adversely determined, could
have a material adverse effect upon the financial condition,
business or operations of the Borrower.
Financial Condition . All balance sheets, profit and loss
statements, and other financial statements of the Borrower which
will hereafter be furnished to Lender, will be (when furnished)
true and correct and will (when furnished) present fairly,
accurately and completely the consolidated financial position of
the Borrower and the results of its operations as of the dates and
for the periods for which the sam
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