Exhibit 10.2


 


AMENDMENT AND REAFFIRMATION


OF SECURITY AGREEMENT


 


As of August 20, 2007


 


HSBC BANK USA, NATIONAL ASSOCIATION,


as Administrative Agent


290
Broadhollow Road


Melville,
New York 11747


 


Gentlemen:


 


Reference
is made to that certain (a) Credit Agreement, dated as of the date hereof,
among Veeco Instruments Inc. (the “Company”), 
HSBC Bank USA, National Association, as Administrative Agent, and the
various Lenders as are or may from time to time become parties thereto (as the
same may be amended, modified, restated or supplemented from time to time, the “Credit
Agreement”) which Credit Agreement amends and restates that certain Credit
Agreement, dated as of March 15, 2005, among the Company, the Lenders party
thereto and HSBC Bank USA, National Association, as Administrative Agent (as
amended, the “Original Credit Agreement”), and (b) the Security Agreement,
dated as of March 15, 2005, by and among the Company, Veeco Compound
Semiconductor Inc., Veeco Process Equipment Inc. (formerly known as Veeco Ion
Beam Equipment Inc., successor by merger to Veeco Slider Process Equipment
Inc.) and Veeco Metrology Inc. (formerly Veeco Tuscon Inc. and
successor-by-merger to Veeco Metrology, LLC) (with the Company, collectively,
the “Grantors”) and the Administrative Agent (as the same may be amended,
modified, restated or supplemented, from time to time, the “Security Agreement”).
Capitalized terms not otherwise defined herein shall have the meanings given to
them in the Credit Agreement.


 


As
a condition precedent to the effectiveness of the Credit Agreement, the Company
and each Grantor hereby:


 


(a)           acknowledges, confirms and agrees that
Paragraph “A” of the Recitals of the Security Agreement is hereby amended in
its entirety to provide as follows:


 


“Veeco
Instruments Inc., a Delaware corporation (the “Company”),  HSBC Bank USA, National Association, as
Administrative Agent, and the Lenders as are or may from time to time become
parties thereto have entered into a Credit Agreement, dated as of August 20,
2007 (as the same may be amended, modified, restated or supplemented from time
to time, the “Credit Agreement”), pursuant to which the Company will receive
Loans and other financial accommodations from the Administrative Agent and
Lenders and will incur Obligations (as hereinafter defined).”


 


(b)           acknowledges, confirms and agrees that (i)
all terms and provisions contained in the Security Agreement are, and shall
remain, in full force and effect in accordance with their respective
terms,  (ii) the liens in the Collateral
heretofore granted, pledged and/or assigned to the Bank as security for each
Grantor’s obligations to the Administrative Agent and the Lenders Bank shall
not be impaired, limited or affected in any manner whatsoever by reason of the
Credit Agreement or this Agreement; and (iii) all such liens shall be deemed
granted, pledged and/or assigned to the Administrative Agent for the benefit of
the Lenders as security for each Grantor’s obligations to the Bank, including
those arising


 

















 


under
and in connection with the Credit Agreement and the Notes, all whether now
existing or hereafter arising;


 


(c)           confirms that the representations and
warranties contained in Section 2.01 of the Security Agreement are true and
correct as of the date hereof and the Administrative Agent and the Lenders are
entitled to rely on such representations and warranties to the same extent as
though the same were set forth in full herein;


 


(d)           agrees to perform the covenants contained in
Article III of the Security Agreement and the Administrative Agent and the
Lenders are entitled to rely on such agreement to perform such covenants to the
same extent as though the same were set forth in full herein; and


 


(e)           represents, warrants and confirms the
non-existence of any offsets, defenses, or counterclaims to its obligations
under the Security Agreement.


 


Except as expressly provided herein, the execution,
delivery and effectiveness of this letter shall not operate as a waiver of any
right, power or remedy of the Administrative Agent or any Lender, nor
constitute a waiver of any provision of the Credit Agreement, the Notes or the
Security Agreement.


 


IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed and delivered as of the date first above written.


 


	
   

  	
  VEECO
  INSTRUMENTS INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:  

  	
  /s/ John F. Rein, Jr.

  	
   

  
	
   

  	
  Name: 

  	
  John F. Rein, Jr.

  
	
   

  	
  Title:

  	
  Executive Vice
  President/Chief

  
	
   

  	
   

  	
  Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
  VEECO
  COMPOUND SEMICONDUCTOR INC.

  
	
   

  	
  VEECO
  METROLOGY, INC.

  
	
   

  	
  VEECO
  PROCESS EQUIPMENT INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:  

  	
  /s/ John F. Rein, Jr.

  	
   

  
	
   

  	
  Name: 

  	
  John F. Rein, Jr.

  
	
   

  	
  Title:

  	
  Vice President of each of
  the foregoing

  
	
   

  	
   

  	
  corporations

  
	
   

  	
   

  
	
   

  	
   

  
	
  Acknowledged and Agreed:

  	
   

  
	
   

  	
   

  
	
  HSBC BANK
  USA, NATIONAL

  	
   

  
	
  ASSOCIATION,
  as Administrative Agent

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:  

  	
  /s/ Christopher J.
  Mendelsohn

  	
   

  	
   

  
	
  Name:

  	
  Christopher J. Mendelsohn

  	
   

  
	
  Title:

  	
  First Vice President