Exhibit 10.1
Conformed Copy
AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT
THIS AMENDED AND RESTATED 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.
This Agreement amends and restates in its
entirety that certain Loan and Security Agreement dated as of April 23, 2008 by
and among Borrower and 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 UNDER THE REVOLVING LINE 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 AND SUBJECT TO THE DEDUCTION OF
RESERVES, BANK SHALL ISSUE 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; PROVIDED, HOWEVER,
LETTERS OF CREDIT ISSUED BY THE BANK FOR BORROWER'S ACCOUNT PRIOR TO THE
EFFECTIVE DATE, INCLUDING ANY AMOUNTS DRAWN FROM TIME TO TIME THEREUNDER, SHALL
NOT REDUCE THE AMOUNT AVAILABLE FOR ADVANCES UNDER THE REVOLVING LINE NOR BE
DEEMED LETTERS OF CREDIT FOR PURPOSES OF THIS AGREEMENT.
THE FACE AMOUNT OF
OUTSTANDING LETTERS OF CREDIT (INCLUDING DRAWN BUT UNREIMBURSED LETTERS OF
CREDIT AND ANY LETTER OF CREDIT RESERVE) MAY NOT EXCEED TWO MILLION FIVE HUNDRED
THOUSAND DOLLARS ($2,500,000.00) 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