ALL TIMES DURING THE NINETY (90)
DAY PERIOD FOLLOWING THE DATE OF THE INITIAL CREDIT EXTENSION;
(E)
A PAYOFF LETTER OR SOME OTHER EVIDENCE OF
THE TERMINATION OF THAT CERTAIN REVOLVING CREDIT AGREEMENT, DATED AS OF
OCTOBER 3, 2003, BY AND AMONG AXCELIS TECHNOLOGIES, INC. THE FINANCIAL
INSTITUTIONS PARTY THERETO AND ABN AMRO BANK, N.V., AS AGENT;
(F)
EVIDENCE THAT (I) THE LIENS SECURING
INDEBTEDNESS OWED BY BORROWER TO ABN AMRO BANK, N.V., AS AGENT AND THE
EQUITABLE-CROW BRAKER CENTER AUSTIN COMPANY HAVE BEEN OR WILL BE TERMINATED AND
(II) THE DOCUMENTS AND/OR FILINGS EVIDENCING THE PERFECTION OF SUCH LIENS,
INCLUDING WITHOUT LIMITATION ANY FINANCING STATEMENTS AND/OR CONTROL AGREEMENTS,
HAVE OR WILL, CONCURRENTLY WITH THE INITIAL CREDIT EXTENSION, BE TERMINATED.
(G)
CERTIFIED COPIES, DATED AS OF A RECENT DATE,
OF FINANCING STATEMENT SEARCHES, AS BANK SHALL REQUEST, ACCOMPANIED BY WRITTEN
EVIDENCE (INCLUDING ANY UCC TERMINATION STATEMENTS) THAT THE LIENS INDICATED IN
ANY SUCH FINANCING STATEMENTS EITHER CONSTITUTE PERMITTED LIENS OR HAVE BEEN OR,
IN CONNECTION WITH THE INITIAL CREDIT EXTENSION, WILL BE TERMINATED OR RELEASED;
(H)
THE PERFECTION CERTIFICATES EXECUTED BY
BORROWER AND EACH GUARANTOR;
(I)
A LANDLORDS' CONSENT EXECUTED BY THE
LANDLORDS OF BORROWER'S 33 CHERRY HILL DRIVE, BEVERLY, MASSACHUSETTS AND 54
CHERRY HILL DRIVE, BEVERLY, MASSACHUSETTS LOCATIONS IN FAVOR OF BANK;
(J)
A LEGAL OPINION OF BORROWER'S COUNSEL
DATED AS OF THE EFFECTIVE DATE TOGETHER WITH THE DULY EXECUTED ORIGINAL
SIGNATURES THERETO;
4
(K)
THE DULY EXECUTED ORIGINAL SIGNATURES TO
EACH GUARANTY, EACH GUARANTOR SECURITY AGREEMENT, THE PLEDGE AGREEMENTS, AND THE
NEGATIVE PLEDGE, TOGETHER WITH THE COMPLETED BORROWING RESOLUTIONS FOR
GUARANTOR;
(L)
EVIDENCE SATISFACTORY TO BANK THAT THE
INSURANCE POLICIES REQUIRED BY SECTION 6.7 HEREOF ARE IN FULL FORCE AND EFFECT,
TOGETHER WITH APPROPRIATE EVIDENCE SHOWING LOSS PAYABLE AND/OR ADDITIONAL
INSURED CLAUSES OR ENDORSEMENTS IN FAVOR OF BANK; AND
(M)
PAYMENT OF THE FEES AND BANK EXPENSES THEN DUE
AS SPECIFIED IN SECTION 2.4 HEREOF.
3.2
CONDITIONS PRECEDENT TO ALL CREDIT
EXTENSIONS.
BANK'S OBLIGATIONS TO MAKE EACH CREDIT EXTENSION, INCLUDING THE
INITIAL CREDIT EXTENSION, IS SUBJECT TO THE FOLLOWING:
(A)
EXCEPT AS OTHERWISE PROVIDED IN SECTION 3
OF THE LIBOR SUPPLEMENT, (I) FOR ADVANCES, TIMELY RECEIPT OF A COMPLETED AND
EXECUTED NOTICE OF BORROWING AND, (II) FOR ANY OTHER CREDIT EXTENSION, TIMELY
RECEIPT OF A COMPLETED AND EXECUTED TRANSACTION REPORT; AND
(B)
THE REPRESENTATIONS AND WARRANTIES IN
SECTION 5 SHALL BE TRUE, ACCURATE AND COMPLETE IN ALL MATERIAL RESPECTS ON THE
DATE OF THE TRANSACTION REPORT AND NOTICE OF BORROWING AND ON THE FUNDING DATE
OF EACH CREDIT EXTENSION; PROVIDED, HOWEVER, THAT SUCH MATERIALITY QUALIFIER
SHALL NOT BE APPLICABLE TO ANY REPRESENTATIONS AND WARRANTIES THAT ALREADY ARE
QUALIFIED OR MODIFIED BY MATERIALITY IN THE TEXT THEREOF; AND PROVIDED, FURTHER
THAT THOSE REPRESENTATIONS AND WARRANTIES EXPRESSLY REFERRING TO A SPECIFIC DATE
SHALL BE TRUE, ACCURATE AND COMPLETE IN ALL MATERIAL RESPECTS AS OF SUCH DATE,
AND NO DEFAULT OR EVENT OF DEFAULT SHALL HAVE OCCURRED AND BE CONTINUING OR
RESULT FROM THE CREDIT EXTENSION.
EACH CREDIT EXTENSION IS