Exhibit 10.1
SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT
THIS SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this "Agreement")
dated as of the Effective Date by and 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 IBASIS, INC., a Delaware corporation with offices located at 20
Second Avenue, Burlington, Massachusetts 01803 ("Borrower"), provides the terms
on which Bank shall lend to Borrower and Borrower shall repay Bank and amends
and restates in its entirety a certain Amended and Restated Loan and Security
Agreement dated as of December 29, 2003 entered into by and between Bank and
Borrower, as amended.
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, BANK WILL MAKE ADVANCES TO BORROWER UP TO 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, BANK SHALL ISSUE OR HAVE ISSUED
LETTERS OF CREDIT FOR BORROWER'S ACCOUNT.
THE FACE AMOUNT OF OUTSTANDING
LETTERS OF CREDIT (INCLUDING DRAWN BUT UNREIMBURSED LETTERS OF CREDIT AND ANY
LETTER OF CREDIT RESERVE) MAY NOT EXCEED $10,000,000 INCLUSIVE OF CREDIT
EXTENSIONS RELATING TO SECTIONS 2.1.3 AND 2.1.4.
IN ACCORDANCE WITH THE
DEFINITION OF AVAILABILITY AMOUNT, SUCH AGGREGATE AMOUNTS UTILIZED HEREUNDER
SHALL AT ALL TIMES REDUCE THE AMOUNT OTHERWISE AVAILABLE FOR ADVANCES UNDER THE
REVOLVING LINE.
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