Exhibit
10.1


 


AMENDMENT
NO. 2 TO


SECOND
AMENDED AND RESTATED STOCKHOLDER AGREEMENT


This Amendment No.
2, dated as of December 1, 2006 (this “Amendment
No. 2”), to the Second Amended and Restated Stockholder Agreement,
dated as of October 18, 2005 and amended as of April 24, 2006 (the “Agreement”), is entered into by and among
Aviza Technology, Inc. (formerly, New Athletics, Inc.), a Delaware corporation
(“Parent”), Trikon Technologies, Inc., a
Delaware corporation (“Trikon”),
and VantagePoint Venture Partners IV (Q), L.P., VantagePoint Venture Partners
IV, L.P. and VantagePoint Venture Partners IV Principals Fund, L.P.
(collectively, “VPVP”).


RECITALS


WHEREAS, Parent,
Trikon and VPVP are parties to the Agreement and wish to amend the Agreement in
accordance with the terms of this Amendment No. 2.


WHEREAS, pursuant
to Section 7.2 of the Agreement, the Agreement may be amended by a written
instrument signed by the parties hereto and by the written approval of a
majority of the Trikon Designees (as such term is defined in the Agreement)
presently serving on the board of directors of Parent.


AGREEMENT


NOW THEREFORE, in
consideration of the respective covenants and promises contained herein and for
other good and valuable consideration, the receipt and adequacy of which is
hereby acknowledged, the parties hereto agree as follows:


1.             Defined Terms.  Capitalized terms used but not defined herein
shall have the meanings assigned to such terms in the Agreement.


2.             Amendment to Section 1 of the
Agreement.


(a)      The defined terms “Subsequent Warrant” and “Subsequent
Warrants” are hereby deleted in their entirety.


(b)      The defined terms “Warrant” and “Warrants” are
hereby deleted in their entirety and replaced with the following:


“Warrant” or “Warrants” shall
mean, collectively, the Initial Warrant or Initial Warrants.


3.             Amendment to Section 5 of the
Agreement.


Section 5.2 of the
Agreement is hereby deleted in its entirety.









 



4.             Amendment
to Exhibit B to the Agreement.


Exhibit B
to the Agreement is hereby deleted in its entirety and replaced with the
following:


EXHIBIT B


Allocation of
Warrants Among VPVP Entities


Initial Warrants:


	
  Entity

  	
   

  	
  Allocation %

  	
   

  
	
  VantagePoint
  Venture Partners IV (Q), L.P.

  	
   

  	
  90.59

  	
  %

  
	
  VantagePoint
  Venture Partners IV, L.P.

  	
   

  	
  9.08

  	
  %

  
	
  VantagePoint
  Venture Partners IV Principals Fund, L.P.

  	
   

  	
  0.33

  	
  %

  



 


5.             Full Force and Effect.  Except as expressly modified by this
Amendment No. 2, the Agreement is unmodified and this Amendment No. 2 shall not
impair the full force and effect of the Agreement.  The Company confirms that VPVP has no further
obligations under Sections 3.1 and 3.2 of the Agreement.


6.             Choice
of Law.  This Amendment No. 2 shall be governed by, and construed in accordance
with, the law of the State of Delaware without regard to conflict of law
principles that would result in the application of any law other than the law
of the State of Delaware.


7.             Counterparts.  This Amendment No. 2 may be executed in one
or more counterparts, and by the different parties hereto in separate
counterparts, each of which when executed shall be deemed to be an original but
all of which taken together shall constitute one and the same agreement.


[Signature
Page Follows]









 



IN WITNESS WHEREOF, the parties
hereto have executed this Amendment No. 2 or caused this Amendment No. 2 to be
duly executed on their respective behalf, by their respective officers
thereunto duly authorized, all as of the date first set forth above.




	
  AVIZA TECHNOLOGY, INC.

  	
   

  	
  VANTAGEPOINT VENTURE PARTNERS IV, (Q) L.P.

  
	
  (f/k/a New Athletics, Inc.)

  	
   

  	
   

  
	
   

  	
   

  	
  By: VantagePoint Venture Associates IV, L.L.C.

  
	
   

  	
   

  	
  Its: General Partner

  
	
  /s/ Patrick C. O’Connor

  	
   

  	
   

  
	
  By: Patrick C. O’Connor

  	
   

  	
   

  
	
  Its: Executive Vice President and Chief Financial
  Officer

  	
   

  	
  /s/ Alan E. Salzman

  
	
   

  	
   

  	
  By: Alan E. Salzman

  
	
   

  	
   

  	
  Its: Managing Member

  
	
  Date: December 15, 2006

  	
   

  	
   

  
	
   

  TRIKON TECHNOLOGIES, INC.

  	
   

  	
  Date: December 8, 2006

  
	
   

  /s/ Patrick C. O’Connor

  	
   

  	
  VANTAGEPOINT VENTURE PARTNERS IV, L.P.

  
	
  By: Patrick C. O’Connor

  	
   

  	
  By: VantagePoint Venture Associates IV, L.L.C.

  
	
  Its: Executive Vice President and Chief Financial
  Officer

  	
   

  	
  Its: General Partner

  
	
   

  Date: December 15, 2006

  	
   

  	
   

  /s/ Alan E. Salzman

  
	
   

  	
   

  	
  By: Alan E. Salzman

  
	
   

  	
   

  	
  Its: Managing Member

  
	
   

  	
   

  	
   

  Date: December 8, 2006

   

  
	
   

  	
   

  	
  VANTAGEPOINT VENTURE PARTNERS IV PRINCIPALS
  FUND, L.P.

   

  
	
   

  	
   

  	
  By: VantagePoint Venture Associates IV, L.L.C.

  
	
   

  	
   

  	
  Its: General Partner

   

  
	
   

  	
   

  	
  /s/ Alan E. Salzman

  
	
   

  	
   

  	
  By: Alan E. Salzman

  
	
   

  	
   

  	
  Its: Managing Member

  
	
   

  	
   

  	
  Date: December 8, 2006

  






 


********************


 









 



Approved,
affirmed and agreed to as of the date first set forth above by:


TRIKON DESIGNEES:




	
  John Macneil:

  	
  /s/ John Macneil

  	
   

  	
   

  
	
   

  Date: December 15, 2006

   

   

  	
   

  	
   

  
	
  Robert R. Anderson:

  	
  /s/ Robert R. Anderson

  	
   

  	
   

  
	
   

  Date: December 11, 2006