Exhibit 10.10


 


Veeco
Instruments Inc.


Annual
Report on Form 10-K for the Year Ended December 31, 2004


 


NINTH AMENDMENT, dated as of October 4, 2004 (this “Amendment”)
to the Credit Agreement dated as of April 19, 2001, as amended September 17,
2001, December 21, 2001, February 7, 2002, March 20, 2002, February 5, 2003,
October 30, 2003, February 5, 2004 and August 25, 2004 (as further amended,
restated, supplemented or modified, the “Credit Agreement”) by and among VEECO INSTRUMENTS INC., a Delaware corporation
(the “Company”), FLEET NATIONAL BANK, a Bank
of America Company, a national banking association, as
Administrative Agent and as a Lender, JPMORGAN
CHASE BANK (formerly known as The Chase Manhattan Bank), a New York
banking corporation, as Syndication Agent and as a Lender, HSBC BANK USA, a national banking
association organized under the laws of the United States of America, as
Documentation Agent and as a Lender, and the other Lenders party thereto.


 


WHEREAS, the Company
has requested and the Administrative Agent and the Lenders have agreed, subject
to the terms and conditions of this Amendment, to amend certain provisions of
the Credit Agreement as hereinafter set forth..


 


NOW, THEREFORE, in
consideration of the premises and of the mutual agreements herein contained,
the parties hereto agree as follows:


 


1.                                       Amendment.   The definition
of the term “Permitted Acquisition” contained in Section 1.01 of the Credit
Agreement is hereby amended adding the following sentence at the end thereof:


 


“Notwithstanding anything to the contrary
herein, (x) the acquisition by the Company or a Corporate Guarantor of all or
substantially all of the assets of the Manufacturing Technology Inc. business
of Bodee’s Ranch, Inc. (the “MTI Acquisition”) and (y) the acquisition by the
Company or a Corporate Guarantor of a company, division or other Person
described to, and approved by, the Lenders (the “Proposed Acquisition”; with
the MTI Acquisition, each an “Acquisition”) shall be deemed to be Permitted
Acquisitions, provided that (a) with respect to the MTI Acquisition, (i) such
Acquisition occurs on or before October 31, 2004 and (ii) the aggregate cash
consideration paid by the Company does not exceed $10,000,000, (b) with respect
to the Proposed Acquisition, (i) such Acquisition occurs on or before December
31, 2004 and (ii) the aggregate cash consideration paid by the Company does not
exceed $9,000,000, and (c) with respect to the MTI


 





















 


Acquisition and the Proposed Acquisition, each
such Acquisition satisfies the requirements of a Permitted Acquisition set
forth above, other than after giving effect to the proposed Acquisition, the
Permitted Acquisition Purchase Price paid in connection with all Permitted
Acquisitions will be in excess of $100,000,000.”


 


2.                                       Conditions to Effectiveness.


 


This Amendment shall become effective as of the
date hereof, upon receipt by the Administrative Agent of (a) this Amendment,
duly executed by the Company and the Guarantors, (b) an amendment fee of
$30,000 (with each Lender to receive one-sixth of such fee), and (c) the
consent of each Lender to the Amendment described herein.


 


3.                                       Miscellaneous.


 


The amendment herein is limited specifically to the matter set forth
above and for the specific instance and purpose for which given and does not
constitute directly or by implication an amendment or waiver of any other
provisions of the Credit Agreement or a waiver of any Default or Event of
Default.


 


Capitalized terms used herein and not otherwise defined herein shall
have the same meanings as defined in the Credit Agreement.


 


Except as expressly amended hereby, the Credit Agreement shall remain
in full force and effect in accordance with the original terms thereof.  The Credit Agreement is ratified and
confirmed in all respects by the Company.


 


The Company hereby represents and warrants that (a) after giving effect
to this Amendment, the representations and warranties in the Credit Agreement
and the other Facility Documents are true and correct in all material respects
as of the date hereof with the same effect as though such representations and
warranties have been made on and as of such date, unless such representation is
as of a specific date, in which case, as of such date, and (b) after giving
effect to this Amendment, no Default or Event of Default has occurred and is
continuing.


 


THIS AMENDMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD
TO PRINCIPLES OF CONFLICT OF LAWS.


 


The Company represents and warrants that it has the corporate power and
authority to enter into, perform and deliver this Amendment and any other
documents, instruments, agreements or other writings to be delivered in
connection herewith and that this Amendment and all documents contemplated
hereby or delivered in connection herewith have each been duly executed and
delivered by the Company and the transactions contemplated herein have been
duly authorized.


 


This Amendment may be executed in one or more
counterparts, each of which shall constitute an original, but all of which when
taken together shall constitute but one Amendment. This Amendment shall become
effective when duly executed counterparts hereof which, when


 


2





















 


taken together, bear the signatures of each
of the parties hereto shall have been delivered to the Administrative Agent.


 


This Amendment shall constitute a Loan
Document.


 


IN WITNESS WHEREOF,
the Company and the Administrative Agent, as authorized on behalf of the
Lenders, have caused this Amendment to be duly executed by their duly
authorized officers, all as of the day and year first above written.


 


	
   

  	
  VEECO INSTRUMENTS INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John F. Rein, Jr.

  	
   

  
	
   

  	
  Name:     John F. Rein, Jr.

  
	
   

  	
  Title:       Executive Vice President and
                Chief Financial Officer

  
	
   

  	
   

  
	
   

  	
  FLEET NATIONAL BANK, a Bank
  of America

  Company, as
  Administrative Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Debra E. DelVecchio

  	
   

  
	
   

  	
  Name:     Debra
  E. DelVecchio

  
	
   

  	
  Title:       Managing
  Director

  
					



 


3





















 


CONSENT


 


The undersigned, not parties to the Credit
Agreement but as Guarantors under their respective Guaranties executed in favor
of the Lenders, each hereby (a) accept and agree to the terms of the foregoing
Amendment; (b) acknowledge and confirm that all terms and provisions contained
in their respective Guaranty are, and shall remain, in full force and effect in
accordance with their respective terms; (c) reaffirm and ratify all of the
representations and covenants contained in their respective Guaranty; and (d)
represent, warrant and confirm the non-existence of any offsets, defenses and
counterclaims to its obligations under its Guaranty.


 


	
  VEECO TUCSON INC.

  	
  VEECO METROLOGY, LLC

  
	
  (formerly Wyko Corporation)

  	
  By:

  	
  Veeco Instruments Inc., its Sole Member

  
	
   

  	
   

  
	
  By:

  	
  /s/ John F. Rein, Jr.

  	
   

  	
  By:

  	
  /s/ John F. Rein, Jr.

  	
   

  
	
  Name: John F. Rein, Jr.

  	
  Name: John F. Rein, Jr.

  
	
  Title: Vice President

  	
  Title:
  Executive Vice President and

  Chief Financial Officer

  
	
   

  	
   

  
	
  VEECO FT. COLLINS INC.

  (formerly Ion Tech, Inc.)

  	
  VEECO ROCHESTER INC.

  (formerly CVC Products, Inc.)

  
	
   

  	
   

  
	
  By:

  	
  /s/ John F. Rein, Jr.

  	
   

  	
  By:

  	
  /s/ John F. Rein, Jr.

  	
   

  
	
  Name: John F. Rein, Jr.

  	
  Name: John F. Rein, Jr.

  
	
  Title: Vice President

  	
  Title: Vice President

  
	
   

  	
   

  
	
  VEECO COMPOUND

  SEMICONDUCTOR

  INC. (formerly Veeco St. Paul Inc.)

  	
  VEECO AII INC.

  (formerly Advanced Imaging, Inc.)

  
	
   

  	
   

  
	
  By:

  	
  /s/ John F. Rein, Jr.

  	
   

  	
  By:

  	
  /s/ John F. Rein, Jr.

  	
   

  
	
  Name: John F. Rein, Jr.

  	
  Name: John F. Rein, Jr.

  
	
  Title: Vice President

  	
  Title: Vice President

  



 


4