Amendment No.3 to Loan Documents dated November 30, 2004



 EXHIBIT 10.1 
  
 

 
  
 AMENDMENT NO. 3 TO LOAN
DOCUMENTS 
  
 This Amendment No. 3 (the “Amendment”)
dated as of November 30, 2004, 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
Business 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 Exhibit to Loan Agreement is hereby amended as follows: 
  
 (a) In paragraph number 1.1(c), entitled “Availability Period,” the date December 1, 2004 is changed to December 1, 2005.

  
 (b) In paragraph number 1.1 (d)(ii), the term
“maximum maturity of 365 days” is changed to “maximum maturity of two (2) years”. 
  
 3. Amendments to Note. The Note is hereby amended as follows: 
  
 (a) In the paragraph entitled “Payment,” the date December 1, 2004 is changed to December 1, 2005.

  
 (b) In the paragraph entitled “Advances
Under the Line of Credit,” the date December 1, 2004 is changed to December 1, 2005. 
  
 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. 
  

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 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. 
  
 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:
	 	 Lender:

		
	 Newport Corporation
	 	 Bank of America, N.A.


  

							
	 By:
	 	 /s/ William R. Abbott

	  	 By:
	 	 /s/ Anna C. Ruiz


	 	 	 William R. Abbott, Vice President-Finance/Treasurer
	  	 	 	 Anna C. Ruiz, Vice President

				
	 By:
	 	 /s/ Jeffrey B. Coyne

	  	 	 	 
	 	 	 Jeffrey B. Coyne, Vice President/General Counsel
	  	 	 	 

  

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