Amend. #1 to Loan Documents, dated 08/21/2003



 EXHIBIT 10.1 
  
 [LOGO] 
  
 AMENDMENT NO. 1 TO LOAN DOCUMENTS 
  
 This Amendment No. 1 (the “Amendment”) dated as of August 21, 2003, is between Bank of America, N A. (“Lender”) and
Newport Corporation (“Borrower”). 
  
 RECITALS

  
 A. Borrower has executed various documents
concerning credit extended by the Lender, including, without limitation, the following documents (the “Loan Documents”): 
  
 1. A certain Loan Agreement dated as of September 25, 2002 (together with any previous amendments, the “Loan
Agreement”). 
  
 2. A
certain Promissory Note dated as of September 25, 2002 in the original principal amount of $5,000,000.00 (together with any previous amendments, the “Note”). 
  
 B. Lender and Borrower desire to amend the Loan Documents. 
  
 AGREEMENT 
  
 1. Definitions. Capitalized terms used but not defined in this Amendment shall have the meaning given
to them in the Loan Documents. 
  
 2.
Amendments to Loan Agreement. The Loan Agreement is hereby amended as follows: 
  

	 	(a)	 In the paragraph 1.1 (c) of the Exhibit to Loan Agreement entitled “Availability Period,” the date “September 1, 2003” is
changed to “December 1, 2003”. 


  
 3. Amendments to Note. The Note is hereby amended as follows: 
  

	 	(a)	 In the paragraph entitled “Payment,” the date “September 1, 2003” is changed to “December 1, 2003”.



  
 4. Representations and
Warranties. When Borrower signs this Amendment, Borrower represents and warrants to Lender that: (a) there is no event which is, or with notice or lapse of time or both would be, a default under the Loan Documents except those events, if any,
that have been disclosed in writing to Lender or waived in writing by Lender, (b) the representations and warranties in the Loan Documents are true as of the date of this Amendment as if made on the date of this Amendment, (c) this Amendment does
not conflict with any law, agreement, or obligation by which Borrower is bound, and (d) this Amendment is within Borrower’s powers, has been duly authorized, and does not conflict with any of Borrower’s organizational papers. 

 
 5. Effect of Amendment. Except as provided in this
Amendment, all of the terms and conditions of the Loan Documents shall remain in full force and effect. 
  
 6. Counterparts. This Amendment may be executed in counterparts, each of which when so executed shall be deemed an original, but
all such counterparts together shall constitute but one and the same instrument. 
  

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 7. FINAL AGREEMENT. BY SIGNING THIS DOCUMENT EACH PARTY REPRESENTS AND AGREES
THAT: (A) THIS DOCUMENT REPRESENTS THE FINAL AGREEMENT BETWEEN PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF, (B) THIS DOCUMENT SUPERSEDES ANY COMMITMENT LETTER, TERM SHEET OR OTHER WRITTEN OUTLINE OF TERMS AND CONDITIONS RELATING TO THE SUBJECT
MATTER HEREOF, UNLESS SUCH COMMITMENT LETTER, TERM SHEET OR OTHER WRITTEN OUTLINE OF TERMS AND CONDITIONS EXPRESSLY PROVIDES TO THE CONTRARY, (C) THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES, AND (D) THIS DOCUMENT MAY NOT BE
CONTRADICTED BY EVIDENCE OF ANY PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OR UNDERSTANDINGS OF THE PARTIES. 
  
 This Amendment is executed as of the date stated at the beginning of this Amendment. 
  

	 Borrower:
  
 Newport Corporation
	 	 	 	 Lender:
  
 Bank of America, N.A.

					
	By	 	/s/ William R. Abbott	 	 	 	By	 	/s/ Cynthia K. Goodfellow
	 	
	 	 	 	 	

	 	 	 William R. Abbott, Vice President of Finance
 and Treasurer
	 	 	 	 	 	 Cynthia K. Goodfellow, Vice President


  

	 
		
	By	 	/s/ Jeffrey B. Coyne
	 	

	 	 	 Jeffrey B. Coyne, Vice President
 and General Counsel


  

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