Exhibit 10.1
EXECUTION VERSION
LOAN AND SECURITY AGREEMENT
THIS LOAN AND SECURITY AGREEMENT (this "Agreement") dated as of the Effective
Date between SILICON VALLEY BANK, a California corporation, with its principal
place of business at 3003 Tasman Drive, Santa Clara, California 95054 and with a
loan production office located at One Newton Executive Park, Suite 200, 2221
Washington Street, Newton, Massachusetts 02462 ("Bank"), and AXCELIS
TECHNOLOGIES, INC. and AXCELIS TECHNOLOGIES CCS CORPORATION, each a Delaware
corporation with offices located at 108 Cherry Hill Drive, Beverly,
Massachusetts 01915 (individually and collectively, jointly and severally
"Borrower"), provides the terms on which Bank shall lend to Borrower and
Borrower shall repay Bank.
The parties agree as follows:
1
ACCOUNTING AND OTHER TERMS
Accounting terms not defined in this Agreement shall be construed following
GAAP.
Calculations and determinations must be made following GAAP.
Capitalized
terms not otherwise defined in this Agreement shall have the meanings set forth
in Section 13.
All other terms contained in this Agreement, unless otherwise
indicated, shall have the meaning provided by the Code to the extent such terms
are defined therein.
2
LOAN AND TERMS OF PAYMENT
2.1
PROMISE TO PAY.
BORROWER HEREBY
UNCONDITIONALLY PROMISES TO PAY BANK THE OUTSTANDING PRINCIPAL AMOUNT OF ALL
CREDIT EXTENSIONS AND ACCRUED AND UNPAID INTEREST THEREON AS AND WHEN DUE IN
ACCORDANCE WITH THIS AGREEMENT.
2.1.1
REVOLVING ADVANCES.
(A)
AVAILABILITY.
SUBJECT TO THE TERMS AND
CONDITIONS OF THIS AGREEMENT AND TO DEDUCTION OF RESERVES, BANK SHALL MAKE
ADVANCES NOT EXCEEDING THE AVAILABILITY AMOUNT.
AMOUNTS BORROWED HEREUNDER MAY
BE REPAID AND, PRIOR TO THE REVOLVING LINE MATURITY DATE, REBORROWED, SUBJECT TO
THE APPLICABLE TERMS AND CONDITIONS PRECEDENT HEREIN.
(B)
TERMINATION; REPAYMENT.
THE REVOLVING LINE
TERMINATES ON THE REVOLVING LINE MATURITY DATE, WHEN THE PRINCIPAL AMOUNT OF ALL
ADVANCES, THE UNPAID INTEREST THEREON, AND ALL OTHER OBLIGATIONS RELATING TO THE
REVOLVING LINE SHALL BE IMMEDIATELY DUE AND PAYABLE.
2.1.2
LETTERS OF CREDIT SUBLIMIT.
(A)
AS PART OF THE REVOLVING LINE, BANK SHALL
ISSUE OR HAVE ISSUED LETTERS OF CREDIT FOR BORROWER'S ACCOUNT.
SUCH AGGREGATE
AMOUNTS UTILIZED HEREUNDER SHALL AT ALL TIMES REDUCE THE AMOUNT OTHERWISE
AVAILABLE FOR ADVANCES UNDER THE REVOLVING LINE. THE FACE AMOUNT OF OUTSTANDING
LETTERS OF CREDIT (INCLUDING DRAWN BUT UNREIMBURSED LETTERS OF CREDIT AND ANY
LETTER OF CREDIT RESERVE) MAY NOT EXCEED TEN MILLION DOLLARS ($10,000,000.00)
MINUS THE AGGREGATE AMOUNT OF ALL CREDIT EXTENSIONS OUTSTANDING FROM TIME TO
TIME UNDER SECTIONS 2.1.3 AND 2.1.4 HEREOF.
IF, ON THE REVOLVING LINE MATURITY
DATE, THERE ARE ANY OUTSTANDING LETTERS OF CREDIT, THEN ON SUCH DATE BORROWER
SHALL PROVIDE TO BANK CASH COLLATERAL IN AN AMOUNT EQUAL TO 105% OF THE FACE
AMOUNT OF ALL SUCH LETTERS OF CREDIT PLUS ALL INTEREST, FEES, AND COSTS DUE OR
TO BECOME DUE IN CONNECTION THEREWITH (AS ESTIMATED BY BANK IN ITS GOOD FAITH
BUSINESS JUDGMENT), TO SECURE ALL OF THE OBLIGATIONS RELATING TO SAID LETTERS OF
CREDIT.
ALL LETTERS OF CREDIT SHALL BE IN FORM AND SUBSTANCE ACCEPTABLE TO BANK
IN ITS SOLE DISCRETION AND SHALL