BY BANK TO BE MATERIAL, THEN FROM TIME TO TIME, WITHIN FIFTEEN
(15) DAYS AFTER DEMAND BY BANK, BORROWER SHALL PAY TO BANK SUCH ADDITIONAL
AMOUNT OR AMOUNTS AS WILL COMPENSATE BANK FOR SUCH REDUCTION.
A STATEMENT OF
BANK CLAIMING COMPENSATION UNDER THIS SECTION 6(C) AND SETTING FORTH THE
ADDITIONAL AMOUNT OR AMOUNTS TO BE PAID TO IT HEREUNDER SHALL BE CONCLUSIVE
ABSENT MANIFEST ERROR.
6.4
IF, AT ANY TIME, BANK, IN ITS SOLE AND ABSOLUTE DISCRETION,
DETERMINES THAT (I) THE AMOUNT OF LIBOR ADVANCES FOR PERIODS EQUAL TO THE
CORRESPONDING INTEREST PERIODS ARE NOT AVAILABLE TO BANK IN THE OFFSHORE
CURRENCY INTERBANK MARKETS, OR (II) LIBOR DOES NOT ACCURATELY REFLECT THE COST
TO BANK OF LENDING THE LIBOR ADVANCES, THEN BANK SHALL PROMPTLY GIVE NOTICE
THEREOF TO BORROWER.
UPON THE GIVING OF SUCH NOTICE, BANK'S OBLIGATION TO MAKE
THE LIBOR ADVANCES SHALL TERMINATE; PROVIDED, HOWEVER, ADVANCES SHALL NOT
TERMINATE IF BANK AND BORROWER AGREE IN WRITING TO A DIFFERENT INTEREST RATE
APPLICABLE TO LIBOR ADVANCES.
6.5
IF IT SHALL BECOME UNLAWFUL FOR BANK TO CONTINUE TO FUND OR
MAINTAIN ANY LIBOR ADVANCES, OR TO PERFORM ITS OBLIGATIONS HEREUNDER, UPON
DEMAND BY BANK, BORROWER SHALL PREPAY THE ADVANCES IN
6
FULL WITH ACCRUED INTEREST THEREON AND ALL OTHER AMOUNTS PAYABLE BY BORROWER
HEREUNDER (INCLUDING, WITHOUT LIMITATION, ANY AMOUNT PAYABLE IN CONNECTION WITH
SUCH PREPAYMENT PURSUANT TO SECTION 6(A) OF THIS LIBOR SUPPLEMENT).
NOTWITHSTANDING THE FOREGOING, TO THE EXTENT A DETERMINATION BY BANK AS
DESCRIBED ABOVE RELATES TO A LIBOR ADVANCE THEN BEING REQUESTED BY BORROWER
PURSUANT TO A NOTICE OF BORROWING OR A NOTICE OF CONVERSION/CONTINUATION,
BORROWER SHALL HAVE THE OPTION, SUBJECT TO THE PROVISIONS OF SECTION 5(C) OF
THIS LIBOR SUPPLEMENT, TO (I) RESCIND SUCH NOTICE OF BORROWING OR NOTICE OF
CONVERSION/CONTINUATION BY GIVING NOTICE (BY FACSIMILE OR BY TELEPHONE CONFIRMED
IN WRITING) TO BANK OF SUCH RESCISSION ON THE DATE ON WHICH BANK GIVES NOTICE OF
ITS DETERMINATION AS DESCRIBED ABOVE, OR (II) MODIFY SUCH NOTICE OF BORROWING OR
NOTICE OF CONVERSION/CONTINUATION TO OBTAIN A PRIME RATE ADVANCE OR TO HAVE
OUTSTANDING ADVANCES CONVERTED INTO OR CONTINUED AS PRIME RATE ADVANCES BY
GIVING NOTICE (BY FACSIMILE OR BY TELEPHONE CONFIRMED IN WRITING) TO BANK OF
SUCH MODIFICATION ON THE DATE ON WHICH BANK GIVES NOTICE OF ITS DETERMINATION AS
DESCRIBED ABOVE.
7
SCHEDULE I
FORM OF NOTICE OF BORROWING
AXCELIS TECHNOLOGIES, INC. and AXCELIS TECHNOLOGIES CCS CORPORATION
Date:
TO:
SILICON VALLEY BANK
3003 Tasman Drive
Santa Clara, CA
95054
Attention:
Corporate Services Department
RE:
Loan and Security Agreement dated as of April 23, 2008 (as amended, modified,
supplemented or restated from time to time, the "Loan Agreement"), by and among
Axcelis Technologies, Inc. and Axcelis Technologies CCS Corporation
(individually and collectively, jointly and severally "Borrower"), and Silicon
Valley Bank (the "Bank")
Ladies and Gentlemen:
The undersigned refers to the Loan Agreement, the terms defined therein and used
herein as so defined, and hereby gives you notice irrevocably, pursuant to
Section 3 of the LIBOR Supplement to