Exhibit 10.2


 


SECOND AMENDMENT


TO


LOAN AND SECURITY AGREEMENT


 


THIS
SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT is entered
into as of October 1, 2008 (the “Second  Amendment”), by and among United Commercial Bank (“Agent”), the financial institutions named on the signature pages hereto
(each, a “Lender” and collectively, the “Lenders”), and Aviza Technology, Inc., a Delaware
corporation, and Aviza, Inc., a Delaware corporation (each referred to
individually as a “Borrower” and
collectively, as the “Borrowers”).


 


RECITALS


 


Borrowers and
Agent are parties to that certain Loan and Security Agreement dated as of April 13,
2007, as amended from time to time, including that certain First Amendment to
Loan and Security Agreement dated as of September 30, 2008 (the “Agreement”).  The
parties desire to amend the Agreement in accordance with the terms of this
Second Amendment.


 


NOW,
THEREFORE, the parties agree as follows:


 


1.                                     The
following defined term in Section 1.1 of the Agreement is hereby amended
to read as follows:


 


“Revolving
Facility Advance Maturity Date” means October 13,
2009; provided however, that in the event Borrowers’ net income, excluding
stock-based compensation, amortization expense, depreciation expense, net
interest expense and other noncash expenses, for the quarter ending December 31,
2008 is less than $500,000, then the Revolving Facility Advance Maturity Date
shall mean April 13, 2009.


 


2.                                     Unless
otherwise defined, all initially capitalized terms in this Second Amendment
shall be as defined in the Agreement. 
The Agreement, as amended hereby, shall be and remain in full force and
effect in accordance with its respective terms and hereby is ratified and
confirmed in all respects.  The
execution, delivery, and performance of this Second Amendment shall not operate
as a waiver of, or as an amendment of, any right, power, or remedy of Agent
under the Agreement, as in effect prior to the date hereof.  Each Borrower ratifies and reaffirms the
continuing effectiveness of all applications, instruments, documents and
agreements entered into in connection with the Agreement.


 


3.                                     Each
Borrower represents and warrants that the representations and warranties
contained in the Agreement are true and correct as of the date of this Second
Amendment, and that no Event of Default has occurred and is continuing.


 


4.                                     This
Second Amendment may be executed in two or more counterparts, each of which
shall be deemed an original, but all of which together shall constitute one
instrument.


 


5.                                     As
a condition to the effectiveness of this Second Amendment, Agent shall have
received, in form and substance satisfactory to Agent, the following:


 


(a)                                  this
Second Amendment, duly executed by Borrower;


 


(b)                                  a
commitment fee of $58,000, plus all Agent Expenses incurred through the date of
this Second Amendment; and


 


(c)                                  such
other documents, and completion of such other matters, as Agent may reasonably
deem necessary or appropriate.


 


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IN
WITNESS WHEREOF,
the undersigned have executed this Second Amendment as of the first date above
written.


 


	
   

  	
  AVIZA TECHNOLOGY, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Patrick C. O’Connor

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
  Executive VP and CFO

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  AVIZA, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ Patrick C. O’Connor

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
  Executive VP and CFO

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  UNITED COMMERCIAL BANK

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ Yu Fu Lin

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
  FVP & Relationship Manager

  
				



 

















 


IN WITNESS
WHEREOF, the undersigned
have executed this Second Amendment as of the first date above written.


 


 


	
   

  	
  EAST WEST BANK

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Kevin Chan

  
	
   

  	
   

  	
   

  
	
   

  	
  Title: 

  	
  FVP

  
					



 

















 


IN WITNESS
WHEREOF, the undersigned
have executed this Second Amendment as of the first date above written.


 


 


	
   

  	
  CHINATRUST BANK (USA)

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Jane Ho

  
	
   

  	
   

  	
   

  
	
   

  	
  Title: 

  	
  SVP & Regional Manager