TEGAL CORPORATION. CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (IN THOUSANDS, EXCEPT SHARE DATA)
TEGAL CORPORATION. On September 1, 1999, Tegal Corporation brought suit against Lessee in the United States District Court for the Eastern District of Virginia, seeking monetary damages and injunctive relief based on Lessee's alleged infringement of certain patents held by Tegal. Tegal specifically identified Lessee's 4520XL and Exelan products as infringing the asserted patents. By recent court ruling, this action is being transferred to the United States District Court for the Northern District of California. Lessee has reviewed the asserted patents and believes they do not apply to Lessee equipment. While litigation is subject to inherent uncertainties and no assurance can be given that Lessee will prevail in such litigation, or will obtain a license under such patents on commercially reasonable terms or at all if such patents are held valid and infringed by Lessee's products, Lessee believes that the Tegal lawsuit will not have a material adverse effect on Lessee's consolidated financial statements. 472718 v02.SF (@4R202!.DOC) 2/6/01 10:10 AM (19594.0012) Distribution List The Bank of Nova Scotia, as the Agent and a Lender Fleet National Bank, as a Lender Scotiabanc, Inc., as a Holder The various banks and other lending institutions which are parties to the Participation Agreement from time to time, as additional Holders The various banks and other lending institutions which are parties to the Participation Agreement from time to time, as additional Lenders Xxx Research Corporation, as the Lessee and the Guarantor The Xxxxxxx 2000 Trust Wilmington Trust Company Wilmington Trust FSB PARTICIPATION AGREEMENT Dated as of December 6, 2000 among XXX RESEARCH CORPORATION, as the Lessee, XXXXXXX 2000 TRUST, as the Lessor, WILMINGTON TRUST COMPANY, WILMINGTON TRUST FSB, THE VARIOUS BANKS AND OTHER LENDING INSTITUTIONS WHICH ARE PARTIES HERETO FROM TIME TO TIME, as the Holders, THE VARIOUS BANKS AND OTHER LENDING INSTITUTIONS WHICH ARE PARTIES HERETO FROM TIME TO TIME, as the Lenders, and THE BANK OF NOVA SCOTIA, as the Administrative Agent for the Lenders and the Holders Table Of Contents Page SECTION 1. THE LOANS 1 SECTION 2. HOLDER ADVANCES 1 SECTION 3. SUMMARY OF TRANSACTIONS 2 3.1 Operative Agreements 2 3.2 Property Purchase 2 3.3 Yield on Holder Certificates 3 SECTION 4. THE CLOSING 4 SECTION 5. FUNDING OF ADVANCES; PLEDGED COLLATERAL 4 5.1 General 4 5.2 Procedures for Funding 4 5.3 Allocation of Advances Between Land and Improvements 6 5.4 Pledged Collateral 6 SECTION 6. CO...
TEGAL CORPORATION. Kathy J. Petrini Corporate Controxxxx, Xxxxxxxxx & Treasurer EXHIBIT I FORM OF ELECTION TO PURCHASE (TO BE EXECUTED UPON EXERCISE OF WARRANT) To: Tegal Corporation 2201 South McDowell Boulevard Petaluma, California 94954 Xxxx: Xxxxxxx Xxxxxxxxxx Dated: __________ The undersigned pursuant to the provisions set forth in the attached Warrant (No. ____), hereby irrevocably elects to purchase ____ shares of the Common Stock (the "Common Stock") covered by such Warrant and herewith makes payment of $ ____, representing the full purchase price for such shares at the price per share provided for in such Warrant. The undersigned is aware that the issuance of the Common Stock has not been registered under the Securities Act of 1933, as amended (the "1933 Act") or any state securities laws. The undersigned understands that the reliance by the Company on exemptions under the 1933 Act is predicated in part upon the truth and accuracy of the statements of the undersigned in this Purchase Form. The undersigned represents and warrants that (1) it has been furnished with all information which it deems necessary to evaluate the merits and risks of the purchase of the Common Stock; (2) it has had the opportunity to ask questions concerning the Common Stock and the Company and all questions posed have been answered to its satisfaction; (3) it has been given the opportunity to obtain any additional information it deems necessary to verify the accuracy of any information obtained concerning the Common Stock and the Company; (4) it has such knowledge and experience in financial and business matters that it is able to evaluate the merits and risks of purchasing the Common Stock and to make an informed investment decision relating thereto; and (5) it is purchasing the Common Stock for its own account for investment and it will not resell the Common Stock in violation of the 1933 Act. The undersigned understands that because the Common Stock has not been registered under the 1933 Act, it must continue to bear the economic risk of the investment for an indefinite time and the Common Stock cannot be resold unless the Common Stock is registered under applicable federal and state securities laws or an exemption from such registration is available. The undersigned agrees that it will in no event sell or distribute or otherwise dispose of all or any part of the Common Stock unless (1) there is an effective registration statement under the 1933 Act and applicable state securities laws cov...
TEGAL CORPORATION. Silicon Genesis Corporation 00 Xxxx Xxxxxxx Xxxxx 0 Xxxx Xxxxxxx Xxxxx, San Jose, California 95134-2109 Xxx Xxxx, Xxxxxxxxxx 00000 Att'n: Xxxxxx Xxxx Att'n: Xxx Xxxx Phone: 000-000-0000 Phone: (000) 000-0000 Facsimile: 000-000-0000 Facsimile: (000) 000-0000 Prior to the Commencement Date, however, Subtenant's address shall be Tegal Corporation 0000 X. XxXxxxxx Blvd Petaluma, CA 94954 Phone: (000) 000-0000 FAX: (000) 000-0000
TEGAL CORPORATION. By: -------------------------------- Name: Title: Address: Tegal Corporation 2201 South McDowell Boulevard Xxxxxxxx, California 94954 Attention: President Fax Number: (707) 765-9311 Email: mparodi@tegal.com with a copy to: Latham & Watkins LLP 505 Montgomery Street, Suite 1900 Xxx Francisco, California 94111 Attention: Taitt Sato, Esq. Fax Number: (415) 395-8095 Email: taitt.sato@lw.com SPUTTERED FILMS, INC. By: -------------------------------- Name: Title: Address: Sputtered Films, Inc. 320 Nopal Street Xxxxx Xxxxxxx, Xxxxxxxxxx 00000
