Item 1.01 Entry Into a Material
Definitive Agreement.
Senior Secured Credit Facilities
Credit Agreement and Guarantee and Collateral Agreement
On July 31, 2020,
Axcelis Technologies, Inc. (the “Company”) entered into (i) a Senior Secured Credit Facilities Credit Agreement (the
“Credit Agreement”) with the several banks and other financial institutions or entities from time to time parties
to the Credit Agreement, as lenders (collectively, referred to as the “Lender”), and Silicon Valley Bank, in its capacity
as administrative agent and collateral agent for itself and Lender (in such capacity, the “Agent”) and (ii)
a Guarantee and Collateral Agreement (the “Collateral Agreement”) made by the Company in favor of the Agent.
Amount. The
Credit Agreement provides for a revolving credit facility in an aggregate principal amount not to exceed $40.0 million, including
a letter of credit sub-facility in the aggregate availability amount of $7.0 million (as a sublimit of the revolving loan facility)
(the “Letters of Credit”), and a swingline sub-facility in the aggregate availability amount of $10.0 million (as a
sublimit of the revolving loan facility). The Company has no immediate plans to borrow under the Credit Agreement, but will use
the facility for Letters of Credit, for ongoing working capital and to fund general corporate purposes, as desired.
Maturity. The
revolving credit facility terminates on August 3, 2023 (the “Termination Date”), with any Letters of Credit maturing
15 days prior to the Termination Date.
Interest Rate. Interest
is payable in arrears on each interest payment date, based on LIBOR or base rate, in the Company’s discretion. Interest
accrues at a rate of LIBOR plus 2.25% or base rate plus 1.25%, as applicable, subject to customary interest rate floors.
Security. The
Company’s obligations are secured by a security interest, senior to any current and future debts and to any
security interest, in all of the Company’s right, title, and interest in, to and under substantially all of the
Company’s assets, subject to limited exceptions, including permitted liens.
Covenants; Representations
and Warranties; Other Provisions. The Credit Agreement contains customary representations, warranties and covenants, including
covenants by the Company limiting additional indebtedness, guaranties, liens, fundamental
changes, mergers and consolidations, dispositions of assets, investments and loans, certain corporate changes, and transactions
with affiliates.
Default Provisions. The
Credit Agreement provides for events of default customary for term loans of this type, including but not limited to non-payment, breaches
or defaults in the performance of covenants, insolvency, bankruptcy and the occurrence of a material adverse effect on the Company.
Pursuant to the Credit Agreement and the Collateral Agreement, after the occurrence of an event of default, Agent may, among other
things, (i) accelerate payment of all obligations and terminate
the Lender’s commitments under the Credit Agreement, or (iii) notify any of Company’s account obligors to make payment
directly to Agent. During the existence of an event of default, all outstanding Loans
shall bear interest at a rate per annum equal to the rate that would otherwise be applicable thereto plus 2.00%.
The foregoing
description of the Credit Agreement does not purport to be complete and is qualified in its entirety by reference
to the Credit Agreement as filed as an exhibit to the Company’s report on Form 10-Q for the quarter ending September
30, 2020, at which time it will be incorporated herein by reference.