Exhibit 10.1





Exhibit 10.1



LOAN AND SECURITY AGREEMENT




     THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of the Effective Date among
SILICON VALLEY BANK, a California corporation (“Bank”), and ULTRA CLEAN TECHNOLOGY SYSTEMS AND
SERVICE, INC., a California company (“Ultra Clean”), BOB ACQUISITION INC. (and any successor by
merger), a California corporation, and PETE ACQUISITION LLC (to be renamed UCT Sieger Engineering
LLC), a Delaware limited liability company (“Sieger”, together with Ultra Clean and Bob, each a
“Borrowers” and collectively, “Borrowers”), provides the terms on which Bank shall lend to
Borrowers and Borrowers shall repay Bank. The parties agree as follows:



1. ACCOUNTING AND OTHER TERMS.




     Accounting terms not defined in this Agreement shall be construed following GAAP.
Calculations and determinations must be made following GAAP. Capitalized terms not otherwise
defined in this Agreement shall have the meanings set forth in Section 13. All other terms
contained in this Agreement, unless otherwise indicated, shall have the meaning provided by the
Code to the extent such terms are defined therein.



2. LOAN AND TERMS OF PAYMENT.




     2.1. Promise to Pay. Each Borrower hereby unconditionally, jointly and severally,
promises to pay Bank the outstanding principal amount of all Credit Extensions and accrued and
unpaid interest thereon as and when due in accordance with this Agreement.



          2.1.1. Revolving Advances.



          (a) Availability. Subject to the terms and conditions of this Agreement, Bank will
make Advances to Borrowers from time to time up to an aggregate amount (“Net Borrowing
Availability”) not to exceed the lesser of: (a) the Revolving Line; or (b) amounts available under
the Borrowing Base.



          (b) Streamline Period. Borrowers may, at their option, elect not to have any Advances
outstanding during specified periods of time (each, a “Streamline Period”). At least 5 days prior
to requesting that a Streamline Period be put into effect, Borrowers shall give Bank written notice
thereof, specifying the date the Streamline Period is to begin. On or prior to the Business Day
immediately preceding the commencement of the Streamline Period, Borrowers will pay to Bank, by
wire transfer, an amount sufficient to repay in full all outstanding Advances, all accrued interest
thereon, and all other outstanding monetary Obligations then due hereunder. A Streamline Period
may not be put into effect if there are outstanding Obligations in connection with Cash Management
Services in excess of $500,000. Notwithstanding the foregoing, a Streamline Period may be
permitted to exist even if Advances are outstanding so long as the Trigger Availability is in
excess of $3,000,000 at all times during such period. During a Streamline Period, Borrowers will
not be permitted to incur Obligations in connection with Cash Management Services in an amount more
than $500,000 and no additional Letters of Credit will be issued. During a Streamline Period,
Borrowers may not request any Advances, and Bank shall have no obligation to make any Advances. To
terminate a Streamline Period, Borrowers shall provide Bank at least 15 days prior written notice
thereof together with such information relating to the



 









 







Eligible Accounts, the Cash Management Services Sublimit and other Collateral as Bank may
reasonably request.



          (c) Termination; Repayment. The Revolving Line terminates on the Revolving Line
Maturity Date, when the principal amount of all Advances, the unpaid interest thereon, and all
other Obligations relating to the Revolving Line shall be immediately due and payable.



          2.1.2. Letters of Credit Sublimit.



          (a) As part of the Revolving Line, Bank shall issue or have issued Letters of Credit for a
Borrower’s account for such Borrower’s benefit or for the benefit of any of its Subsidiaries or its
Affiliate, Shanghai. The sum of (i) the aggregate undrawn amount of all outstanding Letters of
Credit plus (ii) the amount of reimbursement obligations in respect of Letters of Credit plus (iii)
any Letter of Credit Reserve may not exceed $10,000,000 minus the sum of (x) the Cash Management
Services Sublimit and (y) the FX Sublimit (the “L/C Sublimit”). The amount otherwise available for
Advances under the Revolving Line (calculated as provided in Section 2.1.1(a)) will be reduced by
the sum of amounts described in clauses (i) through (iii) and clauses (x) and (y) above. If, on
the Revolving Maturity Date, there are any outstanding Letters of Credit, then on such date
Borrowers shall provide to Bank cash collateral in an amount equal to 105% of the sum of the
undrawn amount of all such Letters of Credit plus the amount of all reimbursement obligations in
respect of Letters of Credit, to secure all of the Obligations relating to said Letters of Credit.
All Letters of Credit shall be in form and substance reasonably acceptable to Bank and shall be
subject to the terms and conditions of Bank’s standard Application and Letter of Credit Agreement
(the “Letter of Credit Application”). Borrowers agree to execute any further documentation in
connection with the Letters of Credit as Bank may reasonably request. Borrowers further agree to
be bound by the terms of each letter of credit (and letter of credit application applicable
thereto) guarantied by Bank and opened for a Borrower’s account or by Bank’s interpretations of any
Letter of Credit issued by Bank for a Borrower’s account, and Borrowers understand and agree that
Bank shall not be liable for any error, negligence, or mistake, whether of omission or commission,
in following a Borrower’s instructions or those contained in the Letters of Credit or any
modifications, amendments, or supplements thereto, except to the extent resulting directly from the
gross negligence or wilful misconduct of Bank. The sum of (i) the aggregate undrawn amount of all
outstanding Letters of Credit plus (ii) the amount of all reimbursement obligations in respect of
Letters of Credit may not exceed the Availability Amount.



          (b) The obligation of Borrowers to immediately reimburse Bank for drawings made under Letters
of Credit shall be absolute, unconditional, irrevocable, and joint and several and shall be
performed strictly in accordance with the terms of this Agreement, such Letters of Credit, and the
Letter of Credit Application.



          (c) Each Borrower may request that Bank issue a Letter of Credit payable in a Foreign
Currency. If a demand for payment is made under any such Letter of Credit, Bank shall treat such
demand as an Advance to such Borrower of the equivalent of the amount thereof (plus fees and
charges in connection therewith such as wire, cable, SWIFT or similar charges) in Dollars at the
then-prevailing rate of exchange in San Francisco, California, for sales of the Foreign Currency
for transfer to the country issuing such Foreign Currency.



          (d) To guard against fluctuations in currency exchange rates, upon the issuance of any Letter
of Credit payable in a Foreign Currency (a “Foreign Currency Letter of Credit”), Bank shall create
a reserve (the “Letter of Credit Reserve”) under the Revolving Line in an amount equal to ten
percent (10%) of the face amount of such Letter of Credit. The amount of the Letter of Credit
Reserve may be adjusted by Bank from time to time to account for fluctuations in the exchange rate.
The



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availability of Advances and for Letters of Credit under the Revolving Line shall be reduced
by the amount of such Letter of Credit Reserve for as long as any Foreign Currency Letter of Credit
remains outstanding.




          2.1.3. Foreign Exchange Sublimit. As part of the Revolving Line, Borrowers may enter
into foreign exchange contracts with Bank under which Borrowers commit to purchase from or
sell to Bank a specific amount of Foreign Currency (each, a “FX Forward Contract”) on a
specified date (the “Settlement Date”). FX Forward Contracts shall have a Settlement Date
of at least one (1) FX Business Day after the contract date and shall be subject to a
reserve of ten percent (10%) of each outstanding FX Forward Contract in a maximum aggregate
amount equal to $250,000 (the “FX Reserve”). The aggregate amount of FX Forward Contracts
at any one time may not exceed $10,000,000 minus the sum of (i) the L/C Sublimit and (ii)
the Cash Management Services Sublimit (the “FX Sublimit”). The obligations of Borrowers
relating to this section may not exceed the Availability Amount.




          2.1.4. Cash Management Services Sublimit. Borrowers may use up to $10,000,000 minus
the sum of (i) the L/C Sublimit and (ii) the FX Sublimit (the “Cash Management Services
Sublimit”) of the Revolving Line for Bank’s cash management services which may include
merchant services, direct deposit of payroll, business credit card, and check cashing
services identified in Bank’s various cash management services agreements (collectively, the
“Cash Management Services”). Any amounts Bank pays on behalf of Borrowers or any amounts
that are not paid by Borrowers for any Cash Management Services will be treated as Advances
under the Revolving Line and will accrue interest at the interest rate applicable to
Advances. The obligations of the Borrowers relating to this section may not exceed the
Availability Amount.




     2.1.5. Term Loan.



          (a) Availability. Bank shall make one (1) term loan available to Borrowers in an
amount up to the Term Loan Amount on the Effective Date subject to the satisfaction of the terms
and conditions of this Agreement.



          (b) Repayment. Borrowers shall repay the Term Loan in (i) thirty-six (36) equal
installments of principal, plus (ii) monthly payments of accrued interest (the “Term Loan
Payment”). Beginning on the first day of the month following the month in which the Funding Date
occurs, each Term Loan Payment shall be payable on the last day of each month. Borrowers’ final
Term Loan Payment, due on the Term Loan Maturity Date, shall include all outstanding principal and
accrued and unpaid interest under the Term Loan. Borrowers shall have the right at any time to
prepay the Term Loan prior to the Term Loan Maturity Date, as a whole or in part, without premium
or penalty. Any such prepayment of principal shall include accrued and unpaid interest to the date
of prepayment and shall be applied against the scheduled installments of principal in the inverse
order of maturity. No amount repaid hereunder may be reborrowed.



     2.2. Overadvances. If at any time or for any reason the total of all outstanding
Advances and all other monetary Obligations (other than the Term Loan) exceeds Net Borrowing
Availability (an “Overadvance”), Borrowers shall if the amount of the Overadvance is (a) equal or
greater than $500,000, immediately pay the full amount of the Overadvance to Bank, without notice
or demand, or (b) less than $500,000, within one (1) Business Day after the receipt of a request by
Bank therefore, pay the full amount of the Overadvance to Bank. Without limiting each Borrower’s
obligation to repay to Bank the full amount of any Overadvance, Borrowers agree to pay Bank
interest at the Default Rate on the outstanding amount of any Overadvance on demand.



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     2.3. Payment of Interest on the Credit Extensions.



            (a) Interest Rate




          (i) Advances. Subject to Section 2.3(b), Advances shall accrue
interest at a per annum rate equal to, so long as the Senior Leverage Ratio as set
forth in the most recent Compliance Certificate is less than 1.0:1.0, 0.75
percentage points below the Prime Rate, and if greater than 1.0:1.0, 0.50 percentage
points below the Prime Rate, which interest shall be payable monthly.




          (ii) Term Loan. Subject to Section 2.3(b), the principal amount
outstanding under the Term Loan shall accrue interest at a per annum rate equal to,
so long as the Senior Leverage Ratio as set forth in the most recent Compliance
Certificate is less than 1.0:1.0, 0.25 percentage points below the Prime Rate, and
if greater than 1.0:1.0, the Prime Rate.




          (iii) Change in Interest Rate. Any increase or decrease in the
interest rate in paragraphs (i) and (ii) above resulting from a change in the Senior
Leverage Ratio shall become effective commencing on the first Business Day of the
month immediately following the date a Compliance Certificate is delivered pursuant
to Section 6.2(a)(iv); provided, however, that if a Compliance Certificate is not
delivered when due in accordance with Section 6.2(a)(iv), the highest interest rate
set forth in paragraphs (i) and (ii) above shall apply commencing on the first
Business Day of the month following the date such Compliance Certificate was
required to have been delivered and continuing until the day that is two (2)
Business Days after the date that such Compliance Certificate is delivered to Bank.
The interest rate in effect from the Effective Date through the first Business Day
of the month immediately following the date the Compliance Certificate for the
period ending June 29, 2006 is required to be delivered pursuant to Section
6.2(a)(iv) shall be the highest interest rate set forth in paragraphs (i) and (ii)
above.



            (b) Default Rate. Upon the occurrence and during the continuance of an Event of
Default, Obligations shall bear interest at a rate per annum which is two (2) percentage points
above the rate effective immediately before the Event of Default (the “Default Rate”) commencing on
the date that Bank gives Borrowers notice that such Default Rate is then applicable. Payment or
acceptance of the increased interest rate provided in this Section 2.3(b) is not a permitted
alternative to timely payment and shall not constitute a waiver of any Event of Default or
otherwise prejudice or limit any rights or remedies of Bank.



            (c) Adjustment to Interest Rate. Changes to the interest rate of any Credit Extension
based on changes to the Prime Rate shall be effective on the effective date of any change to the
Prime Rate and to the extent of any such change.



            (d) 365-Day Year. Interest shall be computed on the basis of a 365-day year for the
actual number of days elapsed.



            (e) Debit of Accounts. Bank may automatically debit any of Borrowers’ deposit
accounts, including the Designated Deposit Account, for principal and interest payments when due
and for any other amounts Borrowers owe Bank when overdue. These debits shall not constitute a
set-off.



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            (f) Change to Revolving Line. Subject to prior satisfaction with applicable
conditions set forth in Section 3 with respect to any Credit Extension, Borrowers may request an
Advance to be applied to the payment of any interest and/or Bank Expenses due under the Loan
Documents.



            (g) Payment; Interest Computation; Float Charge. Interest is payable monthly on the
last calendar day of each month. In computing interest on the Obligations, all Payments received
after 12:00 p.m. Pacific time on any day shall be deemed received on the next Business Day. In
addition, so long as any principal or interest with respect to any Credit Extension remains
outstanding, Bank shall be entitled to charge Borrowers a “float” charge in an amount equal to
three (3) Business Days interest, at the interest rate applicable to the Credit Extensions, on all
Payments received by Bank. Said float charge is not included in interest for purposes of computing
Minimum Monthly Interest (if any) under this Agreement. The float charge for each month shall be
payable on the last day of the month. Bank shall not, however, be required to credit any
Borrower’s account for the amount of any item of payment which is unsatisfactory to Bank in its
good faith business judgment, and Bank may charge any Borrower’s Designated Deposit Account for the
amount of any item of payment which is returned to Bank unpaid.



     2.4. Fees. Borrowers shall jointly and severally pay to Bank:



            (a) Commitment Fee. A fully earned, non-refundable commitment fee of $121,875, on the
Effective Date;



            (b) Letter of Credit Fee. Bank’s customary fees and expenses for the issuance or
renewal of Letters of Credit, including, without limitation, a Letter of Credit Fee of 0.75
percentage points per annum of the face amount of each Letter of Credit issued, upon the issuance
or renewal of such Letter of Credit by Bank. In the event that any Letter of Credit is cancelled
or terminated and returned to Bank prior to its stated expiry date, Bank shall return to Borrowers
the pro rata portion of such fee applicable to what would have been the unexpired period.



            (c) Termination Fee. Subject to the terms of Section 4.1, the termination fee
specified in Section 4.1;



            (d) Collateral Monitoring Fee. So long as any Advances or Letters of Credit are
outstanding during any month or portion thereof, a monthly collateral monitoring fee of $1,500,
payable in arrears on the last day of such month (prorated for any partial month), commencing on
the last day of the month during which the Effective Date occurs, and upon termination of this
Agreement; and



            (e) Bank Expenses. All Bank Expenses (including reasonable attorneys’ fees and
expenses, plus expenses, for documentation and negotiation of this Agreement, and amounts due under
Section 6.6) incurred through and after the Effective Date, when due.



3. CONDITIONS OF LOANS.




     3.1. Conditions Precedent to Initial Credit Extension. Bank’s obligation to make the
initial Credit Extension is subject to the condition precedent that Bank shall have received, in
form and substance satisfactory to Bank, such documents (and when required in original form, it
shall be sufficient to deliver facsimiles of such documents followed by delivery of executed
originals to Bank within three (3) days of the Effective Date by personal delivery or United States
mail as otherwise provided in this Section 10), and completion of such other matters, as Bank may
reasonably deem necessary or appropriate, including, without limitation:



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            (a) Borrowers shall have delivered duly executed original signatures to the Loan Documents to
which it is a party;



            (b) Borrowers shall have delivered its Operating Documents and a good standing certificate of
each Borrower certified (in original form) by the Secretary of State of its jurisdiction of
incorporation as of a date no earlier than thirty (30) days prior to the Effective Date;



            (c) Borrowers shall have delivered copies of the Borrowing Resolutions for each Borrower
accompanied by duly executed original officer’s certificates certifying thereto;



            (d) Borrowers shall have delivered final copies of all Merger Documents and evidence of
consummation of the Acquisition, including but not limited to, all necessary filings with any
Governmental Authority;



            (e) Borrowers shall have delivered a payoff letter from Union Bank of California;



            (f) Borrowers shall have delivered (i) evidence that the Liens securing Indebtedness owed by
Borrowers to Union Bank of California under the existing credit facility have been or will,
substantially contemporaneously with the initial Credit Extension, be terminated and (ii) evidence
of (or such documents as Bank shall reasonably require to effect) the termination as of record of
(A) such Liens, including without limitation any financing statements, Intellectual Property
filings and/or control agreements in connection therewith, and (B) all financing statements,
Intellectual Property filings and/or control agreements filed by, or entered into by Ultra Clean or
Holdings with, Wells Fargo Foothill, Inc.



            (g) Bank shall have received certified copies, dated as of a recent date, of such financing
statement searches as Bank shall reasonably request with respect to the assets of Borrowers or
Holdings, accompanied by evidence reasonably satisfactory to Bank (including any UCC termination
statements) that the Liens indicated in any such financing statement searches either constitute
Permitted Liens or have been or, in connection with the initial Credit Extension, will be
terminated or released;



            (h) Borrowers shall have delivered originals of the Perfection Certificate(s) executed by each
Borrower and Guarantor;



            (i) Borrowers shall have delivered an original landlord’s consent with respect to each
leasehold property of a Borrower in favor of Bank;



            (j) Borrowers shall have delivered opinions of (i) Morris, Nichols, Arsht & Tunnell LLP,
special Delaware counsel, and (ii) Baker & McKenzie LLP, special California counsel, each dated as
of the Effective Date together with the duly executed original signatures thereto;



            (k) Holdings shall have delivered a duly executed original signature (or facsimile copies
thereof to the Guaranty and the Holdings IP Pledge Agreement, together with the completed Borrowing
Resolutions for Holdings;



            (l) Borrowers shall have delivered certificates of insurance satisfactory to Bank evidencing
that the insurance policies required by Section 6.7 hereof are in full force and effect, and
containing loss payable and/or additional insured clauses or endorsements in favor of Bank to the
extent required thereunder; and



            (m) Borrowers shall have paid the fees and Bank Expenses then due as specified in Section 2.4
hereof.



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     3.2. Conditions Precedent to all Credit Extensions. Bank’s obligations to make each
Credit Extension, including the initial Credit Extension, is subject to the following:



            (a) except as otherwise provided in Section 3.4(a), timely receipt by Bank of an executed
Payment/Advance Form;



            (b) the representations and warranties in Section 5, as any such representation or warranty
may be modified in a manner expressly permitted by the Loan Documents (e.g., a change in a
Borrower’s legal name in accordance with Section 7.2) , shall be true in all material respects on
the date of the Payment/Advance Form and on the Funding Date of each Credit Extension; provided,
however, that such materiality qualifier shall not be applicable to any representations and
warranties that already are qualified or modified by materiality in the text thereof; and provided,
further that those representations and warranties expressly referring to a specific date shall be
true, accurate and complete in all material respects as of such date, and no Default or Event of
Default shall have occurred and be continuing or result from the Credit Extension. Each Credit
Extension is each Borrower’s representation and warranty on that date that the representations and
warranties in Section 5 remain true in all material respects; provided, however, that such
materiality qualifier shall not be applicable to any representations and warranties that already
are qualified or modified by materiality in the text thereof; and provided, further that those
representations and warranties expressly referring to a specific date shall be true, accurate and
complete in all material respects as of such date; and



            (c) in Bank’s sole discretion, there has not been a Material Adverse Change.



     3.3. Covenant to Deliver. Each Borrower agrees to deliver to Bank each item required
to be delivered to Bank under this Agreement prior to the Funding Date thereof, as a condition to
any Credit Extension. Each Borrower expressly agrees that the extension of a Credit Extension
prior to the receipt by Bank of any such item shall not constitute a waiver by Bank of Borrowers’
obligation to deliver such item, and any such extension in the absence of such a required item
shall be in Bank’s sole discretion.



     3.4. Procedures for Borrowing. Subject to the prior satisfaction of all other
applicable conditions to the making of a Credit Extension set forth in this Agreement, to obtain a
Credit Extension (other than Advances under Sections 2.1.2 or 2.1.4), Borrowers shall notify Bank
(which notice shall be irrevocable) by electronic mail, facsimile, or telephone by 12:00 p.m.
Pacific time on the Funding Date of the Credit Extension. Together with such notification,
Borrowers must promptly deliver to Bank by electronic mail or facsimile a completed Transaction
Report, each executed by a Responsible Officer or his or her designee. Bank shall credit Credit
Extensions to the Designated Deposit Account. Bank may make Credit Extensions under this Agreement
based on instructions from a Responsible Officer or his or her designee or without instructions if
the Advances are necessary to satisfy Obligations that are not paid when due. Bank may rely on any
telephone notice given by a person whom Bank believes is a Responsible Officer or designee.



4. CREATION OF SECURITY INTEREST.




     4.1. Grant of Security Interest. Each Borrower hereby grants Bank, to secure the
payment and performance in full of all of the Obligations, a continuing security interest in, and
pledges to Bank, the Collateral, wherever located, whether now owned or hereafter acquired or
arising, and all proceeds and products thereof. Each Borrower represents, warrants, and covenants
that the security interest granted herein is and shall at all times continue to be a first priority
perfected security interest in the Collateral (subject only to Permitted Liens that may have
superior priority to Bank’s Lien under this Agreement). If any Borrower shall acquire a commercial
tort claim or claims involving claims in an amount, individually or in the aggregate, of at least
$100,000, such Borrower shall promptly notify Bank



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in a writing signed by such Borrower of the general details thereof and grant to Bank in such
writing a security interest therein and in the proceeds thereof, all upon the terms of this
Agreement, with such writing to be in form and substance reasonably satisfactory to Bank.



     This Agreement may be terminated prior to the Revolving Maturity Date by Borrowers, effective
three (3) Business Days after written notice of termination is given to Bank or if Bank’s
obligation to fund Credit Extensions terminates pursuant to the terms of Section 2.1.1(c).
Notwithstanding any such termination, Bank’s lien and security interest in the Collateral shall
continue until Borrowers fully satisfy their Obligations. If such termination is at Borrowers’
election, Borrowers shall jointly and severally pay to Bank, in addition to the payment of any
other expenses or fees then owing under any Loan Document, a termination fee in an amount equal to
one percent (1.0%) of the Revolving Line plus the outstanding principal amount of the Term Loan at
such time provided that no termination fee shall be charged if the credit facility hereunder is
replaced with a new facility from another division of Silicon Valley Bank. Upon payment in full of
the Obligations and at such time as Bank’s obligation to make Credit Extensions has terminated,
Bank shall release its liens and security interests in the Collateral and all rights therein shall
revert to the pledgors thereof.



     4.2. Authorization to File Financing Statements. To the extent permitted by
applicable law, each Borrower hereby authorizes Bank to file Uniform Commercial Code financing
statements, without notice to such Borrower, with all appropriate jurisdictions to perfect or
protect Bank’s interest or rights under this Section 4.



5. REPRESENTATIONS AND WARRANTIES




            Borrowers represent and warrant as follows:



     5.1. Due Organization and Authorization. Each Borrower and each of their Subsidiaries
are duly existing and in good standing in their respective jurisdictions of formation and are
qualified and licensed to do business and are in good standing in any jurisdiction in which the
conduct of their business or their ownership of property requires that they be qualified except
where the failure to do so could not reasonably be expected to have a material adverse effect on
Borrowers’ businesses. In connection with the execution and delivery of this Agreement, Borrowers
have delivered to Bank completed certificates substantially in the
form attached hereto as Exhibit
C each signed by each Borrower and Guarantor, respectively, entitled “Perfection Certificate”.
Each Borrower represents and warrants to Bank that, as of the Effective Date, (a) such Borrower’s
exact legal name is that indicated on the Perfection Certificate and on the signature page hereof;
(b) such Borrower is an organization of the type and is organized in the jurisdiction set forth in
the Perfection Certificate; (c) the Perfection Certificate accurately sets forth such Borrower’s
organizational identification number or accurately states that such Borrower has none; (d) the
Perfection Certificate accurately sets forth such Borrower’s place of business, or, if more than
one, its chief executive office as well as such Borrower’s mailing address (if different than its
chief executive office); (e) except as otherwise described in the Perfection Certificate, such
Borrower (and each of its predecessors) has not, in the past five (5) years, changed its
jurisdiction of organization, organizational structure or type, or any organizational number
assigned by its jurisdiction; and (f) all other information set forth on the Perfection Certificate
pertaining to such Borrower and each of its Subsidiaries is accurate and complete. If a Borrower
is not now a Registered Organization but later becomes one, such Borrower shall promptly notify
Bank of such occurrence and provide Bank with such Borrower’s organizational identification number.



     The execution, delivery and performance of the Loan Documents have been duly authorized, and
do not conflict with any Borrower’s organizational documents, nor constitute an event of default
under any material agreement by which any Borrower is bound. No Borrower is in default under any
agreement



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to which it is a party or by which it is bound, except for any defaults which could not
reasonably be expected to have a material adverse effect on the Borrowers’ businesses, taken as a
whole.



     5.2. Collateral. Each Borrower has good title to the Collateral, free of Liens except
Permitted Liens. As of the Effective Date, each Borrower has no deposit account other than (a) the
deposit accounts with Union Bank of California specified in the Union Bank Control Agreement, (b)
the deposit accounts described in the Perfection Certificate delivered to Bank in connection
herewith and (c) other deposit accounts located in the United States so long as the aggregate cash
balances contained therein do not exceed $25,000 per account or $100,000 in the aggregate with
respect to all such accounts.



     The Collateral is not in the possession of any third party bailee (such as a warehouse).
Except as hereafter disclosed to Bank in writing by Borrowers, none of the components of the
Collateral shall be maintained at locations other than as provided in the Perfection Certificate.
In the event that any Borrower, after the date hereof, intends to store or otherwise deliver any
material portion of the Collateral to a bailee, then such Borrower will first receive the written
consent of Bank and such bailee must acknowledge in writing that the bailee is holding such
Collateral for the benefit of Bank.



     All Inventory is in all material respects of good and marketable quality, free from material
defects.



     Each Borrower is the sole owner of its Intellectual Property, except for non-exclusive
licenses granted to its customers in the ordinary course of business. Each Patent is valid and
enforceable and no part of the Intellectual Property has been judged invalid or unenforceable, in
whole or in part, and to the best of each Borrower’s knowledge, no claim has been made that any
part of the Intellectual Property violates the rights of any third party.



     Except as noted on the Perfection Certificate, no Borrower is a party to, nor is bound by, any
material license or other agreement with respect to which such Borrower is the licensee that
prohibits or otherwise restricts such Borrower from granting a security interest in such Borrower’s
interest in such license or agreement or any other property. Each Borrower shall provide written
notice to Bank within ten (10) days of entering or becoming bound by any such license or agreement
which is reasonably likely to have a material impact on such Borrower’s business or financial
condition (other than over-the-counter software that is commercially available to the public).
Each Borrower shall take such steps as Bank requests to obtain the consent of, or waiver by, any
person whose consent or waiver is necessary for all such licenses or contract rights to be deemed
“Collateral” and for Bank to have a security interest in it that might otherwise be restricted or
prohibited by law or by the terms of any such license or agreement (such consent or authorization
may include a licensor’s agreement to a contingent assignment of the license to Bank if Bank
determines that is necessary in its good faith judgment), whether now existing or entered into in
the future.



     5.3. Accounts Receivable.



            (a) To the extent any Account is included in any Transaction Report as an “Eligible Account”,
such Account shall constitute an Eligible Account as of the date of such Transaction Report.



            (b) All statements made and all unpaid balances appearing in all invoices, instruments and
other documents evidencing the Accounts are and shall be true and correct and all such invoices,
instruments and other documents, and all of any Borrower’s Books are genuine and in all respects
what they purport to be. All sales and other transactions underlying or giving rise to each
Account shall comply in all material respects with all applicable laws and governmental rules and
regulations. No Borrower has knowledge of any actual or imminent Insolvency Proceeding of any



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Account Debtor whose accounts are an Eligible Account in any Transaction Report. To the best
of each Borrower’s knowledge, all signatures and endorsements on all documents, instruments, and
agreements relating to all Accounts are genuine, and all such documents, instruments and agreements
are legally enforceable in accordance with their terms.



     5.4. Litigation. There are no actions or proceedings pending or, to the knowledge of
the Responsible Officers, threatened in writing by or against any Borrower or any of its
Subsidiaries that could reasonably be expected to result in a Material Adverse Change.



     5.5. No Material Deviation in Financial Statements. The consolidated financial
statements for Holdings and its Subsidiaries for the fiscal year ended December 31, 2005, the
fiscal quarter ended March 31, 2006 and any monthly statements since such date delivered to Bank
fairly present in all material respects Holdings consolidated financial condition as of such date
and Holdings consolidated results of operations for the period covered thereby. There has not been
any Material Adverse Change since December 31, 2005.



     5.6. Solvency. Immediately prior to and after giving effect to the initial Credit
Extensions and the Acquisition, the fair salable value of each Borrower’s assets (including
goodwill minus disposition costs) exceeds the fair value of its liabilities; each Borrower is not
left with unreasonably small capital; and each Borrower is able to pay its debts (including trade
debts) as they mature.



     5.7. Regulatory Compliance. No Borrower is an “investment company” or a company
“controlled” by an “investment company” under the Investment Company Act. No Borrower nor any of
its Subsidiaries is a “holding company”, or a “subsidiary company” of a “holding company”, or an
“affiliate” of a “holding company”, as such terms are defined in the Public Utility Holding Company
Act of 2005; and no Borrower nor any of its Subsidiaries is subject to regulation as a “public
utility” under the Federal Power Act, as amended. No Borrower is engaged as one of its important
activities in extending credit for margin stock (under Regulations T and U of the Federal Reserve
Board of Governors). Each Borrower is in compliance in all material respects with the Federal Fair
Labor Standards Act and no Borrower has failed to meet the minimum funding requirements of ERISA,
permitted a Reportable Event or Prohibited Transaction, as defined in ERISA, to occur; failed to
comply with the Federal Fair Labor Standards Act; withdrawn or permitted any Subsidiary to withdraw
from participation in, permit partial or complete termination of, or permit the occurrence of any
other event with respect to, any present pension, profit sharing and deferred compensation plan
which could reasonably be expected to result in any liability of any Borrower, including any
liability to the Pension Benefit Guaranty Corporation or its successors. No Borrower has violated
any laws, ordinances or rules, the violation of which could reasonably be expected to have a
material adverse effect on its business. None of any Borrower’s or any of its Subsidiaries’
properties or assets has been used by such Borrower or any Subsidiary or, to the best of such
Borrower’s knowledge, by previous Persons, in disposing, producing, storing, treating, or
transporting any hazardous substance other than in compliance with applicable law (except for
Sieger’s storage of hazardous substances in violation of such law including its failure to file
toxic release inventory forms in 2000-2004 as required by the Emergency Planning Community Right to
Know Act of 1986 which violation has since been remedied). Each Borrower and each of its
Subsidiaries have obtained all consents, approvals and authorizations of, made all declarations or
filings with, and given all notices to, all government authorities that are necessary to continue
its business as currently conducted.



     5.8. Subsidiaries; Investments. No Borrower owns any stock, partnership interest or
other equity securities except for Permitted Investments. As of the Effective Date, Borrowers and
Ultra Clean International Holding Company (“International”) are the only direct Subsidiaries of
Holdings, Shanghai is the only Subsidiary of International, and Borrowers have no Subsidiaries.




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     5.9. Tax Returns and Payments; Pension Contributions. Each Borrower has timely filed
all required material tax returns and reports, and each Borrower has timely paid all material
foreign, federal, state and local taxes, assessments, deposits and contributions owed by such
Borrower. Each Borrower may defer payment of any contested taxes, provided that such Borrower (a)
in good faith contests its obligation to pay the taxes by appropriate proceedings promptly and
diligently instituted and conducted, and (b) posts bonds or takes any other steps required to
prevent the governmental authority levying such contested taxes from obtaining a Lien upon any of
the Collateral that is other than a “Permitted Lien”. No Borrower is aware of any claims or
adjustments proposed for any of such Borrower’s prior tax years which could result in additional
material taxes becoming due and payable by such Borrower. Each Borrower has paid all amounts
necessary to fund all present pension, profit sharing and deferred compensation plans in accordance
with their terms, and no Borrower has withdrawn from participation in, and has permitted partial or
complete termination of, or permitted the occurrence of any other event with respect to, any such
plan which could reasonably be expected to result in any liability of such Borrower, including any
liability to the Pension Benefit Guaranty Corporation or its successors or any other governmental
agency.



     5.10. Use of Proceeds. Borrowers shall use the proceeds of the Credit Extensions in
connection with the Acquisition, as working capital, and to fund its general business requirements
and not for personal, family, household or agricultural purposes.



     5.11. Full Disclosure. No written representation, warranty or other statement of any
Borrower in any certificate or written statement given to Bank, as of the date such
representations, warranties, or other statements were made, taken together with all such written
certificates and written statements given to Bank, contains any untrue statement of a material fact
or omits to state a material fact necessary to make the statements contained in the certificates or
statements not misleading (it being recognized by Bank that the projections and forecasts provided
by a Borrower in good faith and based upon reasonable assumptions are not viewed as facts and that
actual results during the period or periods covered by such projections and forecasts may differ
from the projected or forecasted results).



6. AFFIRMATIVE COVENANTS




     Borrowers shall do all of the following:



     6.1. Government Compliance. Maintain its and all its Subsidiaries’ legal existence
and good standing in their respective jurisdictions of formation and maintain qualification in each
jurisdiction in which the failure to so qualify would reasonably be expected to have a material
adverse effect on such Borrower’s business or operations. Each Borrower shall comply, and have
each Subsidiary comply, with all laws, ordinances and regulations to which it is subject,
noncompliance with which could have a material adverse effect on such Borrower’s business or
operations.



     6.2. Financial Statements, Reports, Certificates.



            (a) Borrowers shall provide Bank with the following:




          (i) within fifteen (15) days after the end of each month, a Transaction Report
so long as Borrowers maintain an Availability Amount of at least $3,000,000;
otherwise, weekly. Notwithstanding the foregoing, in the event Borrowers are
providing a monthly Transaction Report, but fail to maintain an Availability Amount
of at least $3,000,000, Borrowers will be required to deliver eight (8) consecutive
weekly Transaction Reports before the monthly reporting option shall be available to
Borrowers;



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          (ii) within fifteen (15) days after the end of each month, (A) monthly accounts
receivable agings, aged by invoice date, (B) monthly accounts payable agings, aged
by invoice date, and outstanding or held check registers, if any, and (C) monthly
reconciliations of accounts receivable agings (aged by invoice date), transaction
reports, and general ledger;




          (iii) as soon as available, and in any event within thirty (30) days after the
end of each month, unaudited consolidated (and, for the first six (6) months
following the Effective Date, consolidating with respect to Borrowers) financial
statements of Holdings and its Subsidiaries, in each case as of the end of or for
such month;




          (iv)
within thirty (30) days after the end of each month, a Compliance
Certificate signed by a Responsible Officer, certifying that as of the end of such
month, no Default or Event of Default had occurred and was continuing, and setting
forth calculations showing compliance with the financial covenants set forth in this
Agreement and such other information as Bank shall reasonably request;




          (v) within thirty (30) days after the end of each fiscal year of Holdings, (A)
annual operating budgets (including income statements, balance sheets and cash flow
statements, by month) for the upcoming fiscal year of Holdings, and (B) annual
financial projections for the following fiscal year (on a quarterly basis) as
approved by Holdings’ board of directors, together with any related business
forecasts used in the preparation of such annual financial projections; and




          (vi) as soon as available, and in any event within 120 days following the end
of Holdings’ fiscal year, annual consolidated financial statements of Holdings and
its Subsidiaries certified by, and with an unqualified opinion of, independent
public accountants of recognized national standing or otherwise reasonably
acceptable to Bank.



            (b) Within five (5) days after filing, all reports on Form 10-K, 10-Q and 8-K filed with the
Securities and Exchange Commission or a link thereto on such Borrower’s or another website on the
Internet.



     6.3. Accounts Receivable.



            (a) Schedules and Documents Relating to Accounts. Borrowers shall deliver to Bank
transaction reports and schedules of collections, as provided in Section 6.2, on Bank’s standard
forms; provided, however, that a Borrower’s failure to execute and deliver the same shall not
affect or limit Bank’s Lien and other rights in all of each Borrower’s Accounts, nor shall Bank’s
failure to advance or lend against a specific Account affect or limit Bank’s Lien and other rights
therein. If requested by Bank, Borrowers shall furnish Bank with copies (or, at Bank’s request,
originals) of all contracts, orders, invoices, and other similar documents, and all shipping
instructions, delivery receipts, bills of lading, and other evidence of delivery, for any goods the
sale or disposition of which gave rise to such Accounts. In addition, Borrowers shall deliver to
Bank, on its request, the originals of all instruments, chattel paper, security agreements,
guarantees and other documents and property evidencing or securing any Accounts, in the same form
as received, with all necessary endorsements, and copies of all credit memos.



            (b) Disputes. Borrowers shall promptly notify Bank of all disputes or claims relating
to Accounts. Borrowers may forgive (completely or partially), compromise, or settle any Account
for less than payment in full, or agree to do any of the foregoing so long as (i) Borrowers do so
in good faith, in a commercially reasonable manner, in the ordinary course of business, in
arm’s-length transactions, and



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reports the same to Bank in the regular reports provided to Bank; (ii) no Default or Event of
Default has occurred and is continuing; and (iii) after taking into account all such discounts,
settlements and forgiveness, the total outstanding Advances will not exceed the lesser of the
Revolving Line or the Aggregate Borrowing Base.



            (c) Collection of Accounts. Borrowers shall have the right to collect all Accounts,
unless and until a Default or an Event of Default has occurred and is continuing and Bank have
notified the Borrowers under this Section. If a Default or an Event of Default has occurred and is
continuing or if the Trigger Availability shall be less than $3,000,000, Borrowers shall hold all
payments on, and proceeds of, Accounts in trust for Bank, and, if requested by Bank, Borrowers
shall immediately deliver all such payments and proceeds to Bank in their original form, duly
endorsed, to be applied to the Obligations pursuant to the terms of Section 9.4 hereof unless,
provided that no Event of Default has occurred and is continuing, (i) a Streamline Period shall be
in effect and/or (ii) the Trigger Availability shall be in excess of $3,000,000, all such payments
and proceeds need not be applied to the Obligations. Bank may, in its good faith business
judgment, require that all proceeds of Accounts be deposited by Borrowers into a lockbox account,
or such other “blocked account” as Bank may specify, pursuant to a blocked account agreement in
such form as Bank may specify in its good faith business judgment.



            (d) Returns. Upon the request of Bank, Borrowers shall promptly provide Bank with an
Inventory return history.



            (e) Verification. Bank may, from time to time, verify directly with the respective
Account Debtors the validity, amount and other matters relating to the Accounts, either in the name
of one of Borrowers or Bank or such other name as Bank may choose.



            (f) No Liability. Bank shall not be responsible or liable for any shortage or
discrepancy in, damage to, or loss or destruction of, any goods, the sale or other disposition of
which gives rise to an Account, or for any error, act, omission, or delay of any kind occurring in
the settlement, failure to settle, collection or failure to collect any Account, or for settling
any Account in good faith for less than the full amount thereof, nor shall Bank be deemed to be
responsible for any of Borrowers obligations under any contract or agreement giving rise to an
Account. Nothing herein shall, however, relieve Bank from liability for its own gross negligence
or willful misconduct.



     6.4. Remittance of Proceeds. Except as otherwise provided in Section 6.3(c), deliver,
in kind, all proceeds arising from the disposition of any Collateral to Bank in the original form
in which received by any Borrower not later than the following Business Day after receipt by such
Borrower, to be applied to the Obligations pursuant to the terms of Section 9.4 hereof; provided
that, if no Default or Event of Default has occurred and is continuing, Borrowers shall not be
obligated to remit to Bank the proceeds of the sale of worn out or obsolete Equipment disposed of
by any Borrower in good faith in an arm’s length transaction for an aggregate purchase price of
$250,000 or less (for all such transactions in any fiscal year) or of Transfers otherwise permitted
by Section 7.1. Each Borrower agrees that it will not commingle proceeds of Collateral with any of
such Borrower’s other funds or property, but will hold such proceeds separate and apart from such
other funds and property and in an express trust for Bank. Nothing in this Section limits the
restrictions on disposition of Collateral set forth elsewhere in this Agreement.



     6.5. Taxes; Pensions. Timely file all required material tax returns and reports and
timely pay all material foreign, federal, state and local taxes, assessments, deposits and
contributions owed by such Borrower except for deferred payment of any taxes contested pursuant to
the terms of Section 5.9 hereof, and pay all amounts necessary to fund all present pension, profit
sharing and deferred compensation plans in accordance with their terms.




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     6.6. Access to Collateral; Books and Records. At reasonable times, on three (3)
Business Days’ notice not more than twice in any calendar year (provided no notice is required if
an Event of Default has occurred and is continuing), Bank, or its agents, shall have the right to
inspect the Collateral and the right to audit and copy each Borrower’s Books, the first of which
shall be within six (6) months after the Effective Date. The foregoing inspections and audits
shall be at Borrower’s expense, and the charge therefor shall be $750 per person per day (or such
higher amount as shall represent Bank’s then-current standard charge for the same), plus reasonable
out-of-pocket expenses. In the event Borrowers and Bank schedule an audit more than ten (10) days
in advance, and Borrowers cancel or seek to reschedule the audit with less than ten (10) days
written notice to Bank, then (without limiting any of Bank’s rights or remedies), Borrowers shall
pay Bank a fee of $1,000 plus any out-of-pocket expenses incurred by Bank to compensate Bank for
the anticipated costs and expenses of the cancellation or rescheduling.



     6.7. Insurance. Keep its business and the Collateral insured for risks and in amounts
standard for companies in Borrowers’ industry and location and as Bank may reasonably request.
Insurance policies shall be in a form, with companies, and in amounts that are reasonably
satisfactory to Bank. All property policies shall have a lender’s loss payable endorsement showing
Bank as loss payee and waive subrogation against Bank, and all liability policies shall show, or
have endorsements showing, Bank as an additional insured. All policies (or the loss payable and
additional insured endorsements) shall provide that the insurer must give Bank at least twenty (20)
days notice before canceling, amending, or declining to renew its policy. At Bank’s request, a
Borrower shall deliver certified copies of policies and evidence of all premium payments. Proceeds
payable under any policy shall, at Bank’s option, be payable to Bank on account of the Obligations.
Notwithstanding the foregoing, (a) so long as no Event of Default has occurred and is continuing,
Borrowers shall have the option of applying the proceeds of any casualty policy up to $50,000, in
the aggregate, toward the replacement or repair of destroyed or damaged property; provided that any
such replaced or repaired property (i) shall be of equal or like value as the replaced or repaired
Collateral and (ii) shall be deemed Collateral in which Bank has been granted a first priority
security interest, and (b) after the occurrence and during the continuance of an Event of Default,
all proceeds payable under such casualty policy shall, at the option of Bank, be payable to Bank on
account of the Obligations. If Borrowers fail to obtain insurance as required under this Section
6.7 or to pay any amount or furnish any required proof of payment to third persons and Bank, Bank
may make all or part of such payment or obtain such insurance policies required in this Section
6.7, and take any action under the policies Bank deems prudent.



     6.8. Operating Accounts, Etc.



          (a) Within fifteen (15) Business Days of the Effective Date, deposit into one or more
Collateral Accounts maintained with Bank all unrestricted cash of Borrowers in excess of
$7,500,000.




          (b) (i) Maintain its and its Subsidiaries’ depository and operating accounts and lock boxes
with Bank or (ii) so long as no Default or Event of Default shall have occurred and be continuing
and the Trigger Availability is equal to or greater than $3,000,000, until such time as all such
accounts and lock boxes are established and maintained with Bank, jointly and severally pay to Bank
on the last day of each month a fee of $1,500.




          (c) Following the occurrence of a Default or Event of Default or in the event the Trigger
Availability shall at anytime be less than $3,000,000, the Borrowers shall, and shall cause their
Subsidiaries, to promptly (but in any Event within forty-five (45) days thereof) transfer all
depository and operating accounts and lock boxes located within the United Stated (other than a
deposit account whose balance at no time exceeds $25,000 and so long as the balance in all such
accounts at no time exceeds $100,000) not maintained with Bank to Bank.




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          (d) Provide Bank five (5) days prior written notice before establishing any Collateral Account
at or with any bank or financial institution other than Bank or its Affiliates or, to the extent
that the Union Bank Control Agreement remains in place, Union Bank of California. In addition, for
each Collateral Account that Borrowers at any time maintain, Borrowers shall cause the applicable
bank or financial institution (other than Bank) at or with which any Collateral Account is
maintained to execute and deliver a Control Agreement or other appropriate instrument with respect
to such Collateral Account to perfect Bank’s Lien in such Collateral Account in accordance with the
terms hereunder. The provisions of the previous sentence shall not apply to deposit accounts
exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for
the benefit of any Borrower’s employees and identified to Bank by such Borrower as such or any
deposit account whose balance at no time exceeds $25,000 and so long as the balance in all such
accounts at no time exceeds $100,000.




     6.9. Financial Covenants. Borrower shall maintain at all times on a consolidated
basis with respect to Holdings and its Subsidiaries (except as otherwise provided in paragraph (c)
below):



          (a) Senior Leverage Ratio. The ratio of Senior Funded Debt to EBITDA calculated as of
the last day of each fiscal quarter for the four (4) consecutive fiscal quarters ending on such
date (the “Senior Leverage Ratio”), of not more than 2.0 to 1.0; provided, however, the Senior
Leverage Ratio determined as of (i) June 29, 2006 shall be the Senior Funded Debt as of such date
divided by EBITDA for the 2nd fiscal quarter of 2006 multiplied by 4, (ii) September 30,
2006 shall be the Senior Funded Debt as of such date divided by (EBITDA for the 2nd and
3rd fiscal quarters of 2006) multiplied by 2, and (iii) December 31, 2006 shall be the
Senior Funded Debt as of such date divided by (EBITDA for the 2nd, 3rd and
4th fiscal quarters of 2006) multiplied by 1.333, in each case calculated on a proforma
basis after giving effect to the Acquisition as of the first day of such period.




          (b) Fixed Charge Coverage Ratio. The ratio of EBITDA to Fixed Charges as of the last
day of each fiscal quarter for the two (2) consecutive fiscal quarters ending on such date (the
“Fixed Charge Coverage Ratio”), of at least 2.0 to 1.0; provided, however, the Fixed Charge
Coverage Ratio determined as of June 29, 2006 shall be EBITDA for the 2nd fiscal quarter
of 2006 divided by Fixed Charges for the 2nd fiscal quarter of 2006.




          (c) Liquidity. Borrowers’ unrestricted cash and Cash Equivalents plus the Committed
Availability of at least $5,000,000.




     6.10. Protection and Registration of Intellectual Property Rights. Borrowers shall:
(a) protect, defend and maintain the validity and enforceability of its material Intellectual
Property; (b) promptly advise Bank in writing of material infringements of its Intellectual
Property; and (c) not allow any Intellectual Property material to Borrowers’ business to be
abandoned, forfeited or dedicated to the public without Bank’s written consent. If any Borrower
decides to register any material copyrights or mask works in the United States Copyright Office,
such Borrower shall: (x) provide Bank with at least five (5) days prior written notice of its
intent to register such copyrights or mask works together with a copy of the application it intends
to file with the United States Copyright Office (excluding exhibits thereto); (y) execute an
Intellectual Property security agreement or such other documents as Bank may reasonably request to
maintain the perfection and priority of Bank’s security interest in the copyrights or mask works
intended to be registered with the United States Copyright Office; and (z) record such Intellectual
Property security agreement with the United States Copyright Office contemporaneously with filing
the copyright or mask work application(s) with the United States Copyright Office. Borrowers shall
promptly provide to Bank a copy of any such application(s) filed with the United States Copyright
Office together with evidence of the recording of the Intellectual Property security agreement
necessary for Bank to maintain the perfection and priority of its security interest in such
copyrights or mask works. Borrowers shall provide written notice to Bank of any material
application filed by any Borrower in the



-15-









 







United States Patent and Trademark Office for a patent or to register a trademark or service
mark within 30 days after any such filing.



     6.11. Identification of Subsidiaries; Provision of Collateral.



          (a) If and whenever any direct or indirect Domestic Subsidiary of a Borrower shall be created,
formed or acquired by a Borrower or any of its Subsidiaries at any time after the Effective Date:





     (i) furnish to Bank a written notice identifying such Subsidiary and setting
forth with respect to such Subsidiary all of the following information: (A) the
State or other jurisdiction of organization or formation of each such Person; (B)
the number of authorized and outstanding shares or other units of each class of
equity interests in each such Person; and (C) with respect to each Subsidiary of
such Borrower, (1) each Person which owns or controls (whether legally or
beneficially) any of the equity interests of each such Subsidiary, and (2) the
number of shares or units of each class or kind of equity interests so owned or
controlled by each such Person; and




     (ii) promptly comply with, and cause such Subsidiary to comply with, the
applicable terms of paragraph (b) of this Section 6.11.



          (b) Promptly (and in any event within five (5) days) after the creation or formation or the
consummation of the acquisition of any new Subsidiary of the Borrower:





     (i) in the case of any acquisition of equity interests of any such Subsidiary
by a Borrower or its Subsidiaries, whether in connection with the creation,
formation or acquisition of a Subsidiary or otherwise: (A) deliver or cause to be
delivered to Bank in pledge all of the certificates, if any, representing such
equity interests, such equity interests together with transfer or stock powers to be
held by Bank in pledge in accordance with the terms of the Securities Pledge
Agreement (provided that no such Domestic Subsidiary shall be required to pledge
more than 65% of the equity interests in any of its Foreign Subsidiaries); and (B)
cause such Subsidiary to execute and deliver to Bank (1) joinder agreements in form
and substance reasonably satisfactory to Bank upon the terms of which such
Subsidiary shall become a party to and bound by (a) this Agreement as a “Borrower”
or by a guaranty as a “guarantor”, (b) an intellectual property security agreement
substantially in the form of the IP Security Agreements, and (c) a securities pledge
agreement in substantially the form of the Securities Pledge Agreement, the effect
of which shall be that, as of the date set forth in such joinder agreements, such
Subsidiary shall become a party to each such instrument, as applicable, and be bound
by the terms thereof, (2) a duly completed Perfection Certificate, and (3) such UCC
financing statements and other security instruments as shall be reasonably required
by Bank to perfect the security interests and Liens in Collateral being pledged and
granted by such Subsidiary pursuant to a security agreement and the other collateral
documents; and




     (ii) in each such case, provide to Bank all such other documentation,
organizational documents and resolutions as Bank shall reasonably deem necessary in
connection with such Acquisition or the creation, formation or acquisition of such
Subsidiary.



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     6.12. Litigation Cooperation. From the date hereof and continuing through the
termination of this Agreement, make available to Bank, without expense to Bank, such Borrower and
its officers, employees and agents and Borrower’s books and records, to the extent that Bank may
deem them reasonably necessary to prosecute or defend any third-party suit or proceeding instituted
by or against Bank with respect to any Collateral or relating to Borrower.



     6.13. Further Assurances. Borrower shall execute any further instruments and take
further action as Bank reasonably requests to perfect or continue Bank’s Lien in the Collateral or
to effect the purposes of this Agreement.



7. NEGATIVE COVENANTS




     No Borrower shall do any of the following without Bank’s prior written consent:



     7.1. Dispositions. Convey, sell, lease, transfer or otherwise dispose of
(collectively, “Transfer”), or permit any of its Subsidiaries to Transfer, all or any part of its
business or property, except for (a) Transfers of Inventory in the ordinary course of business; (b)
Transfers of worn-out, damaged or obsolete Equipment; (c) Transfers in connection with Permitted
Liens and Permitted Investments; (d) the use or Transfer of money or Cash Equivalents in the
ordinary course; (e) the licensing, on a non-exclusive basis, of patents, trademarks, copyrights,
and other intellectual property rights in the ordinary course of business; (f) Transfers to another
Borrower or their respective Subsidiaries, or to Shanghai provided that any such Transfers to
Shanghai shall be upon fair and reasonable terms that are no less favorable to Borrowers than would
be obtained in an arm’s length transaction with a non-affiliated Person or shall not exceed, in the
aggregate, $1,000,000 (in cash plus Equipment) during the term of this Agreement; (g)
Transfers in connection with any transaction permitted under Section 7.3 or 7.7; and (h) so long as
no Default or Event of Default shall have occurred and be continuing or would result therefrom,
other Transfers (other than Accounts) at fair market value, the net cash proceeds of which shall
not exceed $250,000 in any fiscal year.



     7.2. Changes in Business, Control, or Business Locations. (a) Engage in or permit any
of its Subsidiaries to engage in any business other than the businesses currently engaged in by
such Borrower and such Subsidiary, as applicable, or reasonably related thereto; (b) liquidate or
dissolve; or (c) permit or suffer any Change in Control. No Borrower shall without at least
fifteen (15) days prior written notice to Bank: (1) add any new offices or business locations,
including warehouses (unless such new offices or business locations contain less than $25,000) in
Borrowers’ assets or property), (2) change its jurisdiction of organization, (3) change its
organizational structure or type, (4) change its legal name (except in connection with the
Acquisition on the Effective Date), or (5) change any organizational number (if any) assigned by
its jurisdiction of organization; provided that a Borrower may change its name so long as such
Borrower notifies Bank of such change within twenty (20) days prior to the effectiveness thereof
and provides any financing statements necessary to perfect and continue perfected the Bank’s liens
in the Collateral.



     7.3. Mergers or Acquisitions. Merge or consolidate, or permit any of its Subsidiaries
to merge or consolidate, with any other Person, or acquire, or permit any of its Subsidiaries to
acquire, all or substantially all of the capital stock or property of another Person, except (i) in
connection with the Acquisition on the Effective Date; (ii) a Subsidiary may merge or consolidate
into another Domestic Subsidiary or into a Borrower, or (iii) in connection with any transaction
permitted under Section 7.7.



     7.4. Indebtedness. Create, incur, assume, or be liable for any Indebtedness, or
permit any Subsidiary to do so, other than Permitted Indebtedness.



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     7.5. Encumbrance. (a) Except for Permitted Liens, create, incur, or allow any Lien on
any of its property, or assign or convey any right to receive income, including the sale of any
Accounts, or permit any of its Subsidiaries to do so, or permit any Collateral not to be subject to
the first priority security interest granted herein; or (b) be a party to any agreement, document,
instrument or other arrangement (except with or in favor of Bank) with any Person which directly or
indirectly prohibits or has the effect of prohibiting any Borrower or any Subsidiary from
assigning, mortgaging, pledging, granting a security interest in or upon, or encumbering any of
such Borrower’s or any Subsidiary’s Intellectual Property, except for (i) any such restrictions and
conditions imposed by law or regulation or by any Loan Document or Merger Document; (ii) any such
restrictions and conditions permitted under Section 7.1 hereof or the definition of “Permitted
Lien” herein, (iii) any such restrictions and conditions existing on the date hereof (but shall not
apply to any extension or renewal of, or any amendment or modification expanding the scope of, any
such restriction or condition), (iv) customary restrictions and conditions contained in agreements
relating to the sale of any assets pending such sale, provided that such restrictions and
conditions apply only to the assets that are to be sold and such sale is permitted hereunder; (v)
restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by
this Agreement if such restrictions or conditions apply only to the property or assets securing
such Indebtedness; (vi) customary provisions in leases or licenses of Intellectual Property
restricting the assignment thereof; and (vii) any such restrictions or conditions (A) on cash or
other deposits imposed by lessors or required by insurance, surety or bonding companies, in each
case, under contracts entered into in the ordinary course of business, or (B) existing under, by
reason of or with respect to Indebtedness incurred to refinance any Indebtedness, in each case as
permitted under Section 7.4; provided that the restrictions contained in the agreements governing
the Indebtedness incurred to refinance Indebtedness are no more restrictive, taken as a whole, than
those contained in the agreements governing the Indebtedness being refinanced.



     7.6. Maintenance of Collateral Accounts. Maintain any Collateral Account except
pursuant to the terms of Section 6.8(b) hereof.



     7.7. Investments; Distributions. (a) Directly or indirectly make any Investment other
than Permitted Investments, or permit any of its Subsidiaries to do so; or (b) pay any dividends or
make any distribution or payment or redeem, retire or purchase any capital stock (“Restricted
Payments”), provided that (i) each Borrower or any Subsidiary may pay dividends solely in common
stock; (ii) any Subsidiary of Borrowers may pay dividends to its direct parent, (iii) any Loan
Party may make Restricted Payments in connection with the consummation of the Acquisition or any
other transaction contemplated by the Merger Documents as in effect on the Effective Date, (iv)
Sieger may make advances to each of its members (collectively, the “Member Advances”) in an amount
sufficient to cover that member’s actual tax liability due and payable as a result of income of
Sieger attributed to the member during any period that Sieger is eligible for taxation as a limited
liability company under the Internal Revenue Code; provided, however, that no Member Advances may
be made if, at the time thereof, an Event of Default has occurred and is continuing or would result
therefrom; (v) so long as no Default or Event of Default shall have occurred and be continuing or
would result therefrom, each Borrower or any of its Subsidiaries may make Restricted Payments to
Holdings to permit Holdings to (A) purchase or redeem its stock in connection with and pursuant to
the terms of employee benefit and stock option plans, in an amount not exceed, in the aggregate,
$500,000 during the term of this Agreement, or (B) pay income taxes, franchise fees and other fees
required to maintain its existence and provide for other operating costs; (vi) so long as no
Default or Event of Default shall have occurred and be continuing or would result therefrom, any
Loan Party may make Restricted Payments that constitute (or permit Holdings or any of its
Subsidiaries to pay) fees permitted by Section 7.8; and (vii) so long as no Default or Event of
Default shall have occurred and be continuing or would result therefrom, make Restricted Payments
to Holdings solely for the purpose of making Investments by Holdings in Shanghai that do not exceed
$1,000,000 (in cash plus Equipment) per annum.



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     7.8. Transactions with Affiliates. Directly or indirectly enter into or permit to
exist any material transaction with any Affiliate of Borrowers, except for (i) transactions that
are upon fair and reasonable terms that are no less favorable to Borrowers than would be obtained
in an arm’s length transaction with a non-affiliated Person which would be otherwise permitted
hereunder; (ii) the payment of reasonable fees, compensation to, and any indemnity provided for the
benefit of, outside directors of Holdings; (iii) the consummation of the Acquisition or any other
related transaction contemplated by the Merger Documents as in effect on the Effective Date and the
entering into or payment of any amount in connection therewith; (iv) transactions permitted under
Section 7.3; (v) Restricted Payments permitted under Section 7.7(b); and (vi) Investments permitted
under Section 7.7(a).



     7.9. Subordinated Debt. Make or permit to be made any payment on any Subordinated
Debt, or amend any provision in any document relating to the Subordinated Debt which would increase
the amount thereof or adversely affect the subordination thereof to Obligations owed to Bank.



8. EVENTS OF DEFAULT




     Any one of the following shall constitute an event of default (an “Event of Default”) under
this Agreement:



     8.1. Payment Default. Any Borrower fails to (a) make any payment of principal or
interest on any Credit Extension on its due date, or (b) pay any other Obligations within ten (10)
Business Days after such Obligations are due and payable. During the cure period, the failure to
cure the payment default is not an Event of Default (but no Credit Extension will be made during
the cure period);



     8.2. Covenant Default.



          (a) Any Borrower fails or neglects to perform any obligation in Sections 6.2 within five (5)
days after such obligation is required to be performed (but if an Event of Default has occurred and
is continuing, such five (5) day grace period shall not be applicable), 6.8, 6.9, or violates any
covenant in Section 7; or




          (b) Any Borrower fails or neglects to perform, keep, or observe any other term, provision,
condition, covenant or agreement contained in this Agreement, any Loan Documents, and as to any
default (other than those specified in Section 8 below) under such other term, provision,
condition, covenant or agreement that can be cured, has failed to cure the default within fifteen
(15) days after the occurrence thereof; provided, however, that if the default cannot by its nature
be cured within the fifteen (15) day period or cannot after diligent attempts by such Borrower be
cured within such fifteen (15) day period, and such default is likely to be cured within a
reasonable time, then such Borrower shall have an additional period (which shall not in any case
exceed thirty (30) days) to attempt to cure such default, and within such reasonable time period
the failure to cure the default shall not be deemed an Event of Default (but no Credit Extensions
shall be made during such cure period). Grace periods provided under this section shall not apply,
among other things, to financial covenants or any other covenants set forth in subsection (a)
above;




     8.3. Material Adverse Change. A Material Adverse Change occurs;



     8.4. Attachment. (a) Any material portion of any Borrower’s assets is attached,
seized, levied on, or comes into possession of a trustee or receiver and the attachment, seizure or
levy is not removed in ten (10) days; (b) the service of process upon Bank seeking to attach, by
trustee or similar process, any funds of such Borrower on deposit with Bank, or any entity under
control of such Borrower (including a Subsidiary); (c) Borrower is enjoined, restrained, or
prevented by court order from



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conducting a material part of its business; (d) a judgment or other claim in excess of Two
Hundred Fifty Thousand Dollars ($250,000) in the aggregate becomes a Lien on any of such Borrower’s
assets; or (e) a notice of lien, levy, or assessment is filed against any of such Borrower’s assets
by any government agency and not paid within ten (10) days after such Borrower receives notice.
These are not Events of Default if stayed or if a bond is posted pending contest by such Borrower
(but no Credit Extensions shall be made during the cure period);



     8.5. Insolvency. (a) Any Borrower is unable to pay its debts (including trade debts)
as they become due; (b) any Borrower voluntarily begins an Insolvency Proceeding; or (c) an
Insolvency Proceeding is begun against such Borrower and not dismissed or stayed within thirty (30)
days (but no Credit Extensions shall be made while of any of the conditions described in clause (a)
exist and/or until any Insolvency Proceeding is dismissed);



     8.6. Other Agreements. There is a default in any agreement to which any Borrower or
Holdings is a party with a third party or parties resulting in a matured right (after giving effect
to all applicable notice requirements and grace and cure periods) by such third party or parties,
whether or not exercised, to accelerate the maturity of any Indebtedness in a principal amount in
excess of Two Hundred Fifty Thousand Dollars ($250,000), other than and only to the extent any such
Indebtedness that is supported, directly or indirectly, by a Letter of Credit issued hereunder;



     8.7. Judgments. A judgment or judgments for the payment of money in an amount,
individually or in the aggregate, of at least Two Hundred Fifty Thousand Dollars ($250,000) (not
covered by independent third-party insurance) shall be rendered against any Borrower and shall
remain unsatisfied and unstayed for a period of thirty (30) days after the entry thereof (provided
that no Credit Extensions will be made prior to the satisfaction or stay of such judgment);



     8.8. Misrepresentations. Any Borrower makes any representation, warranty, or other
statement now or later in this Agreement, any Loan Document or in any writing delivered to Bank or
to induce Bank to enter this Agreement or any Loan Document, and such representation, warranty, or
other statement is incorrect in any material respect when made;



     8.9. Subordinated Debt. A default or breach occurs under any agreement between any
Borrower and any creditor of such Borrower that signed a subordination, intercreditor, or other
similar agreement with Bank, or any creditor that has signed such an agreement with Bank breaches
any terms of such agreement; or



     8.10. Guaranty. (a) The Guaranty or any other guaranty of any Obligations terminates
or ceases for any reason other than the expiration or voluntary release of such guaranty to be in
full force and effect; (b) Guarantor or any other guarantor does not perform any obligation or
covenant under the Guaranty of the Obligations; (c) any circumstance described in Sections 8.4,
8.5, 8.7, or 8.8. occurs with respect to Guarantor or any other guarantor, or (d) the liquidation,
winding up, or termination of existence of Guarantor or any other guarantor.



9. BANK’S RIGHTS AND REMEDIES




     9.1. Rights and Remedies. While an Event of Default occurs and continues Bank may,
without notice or demand, do any or all of the following:



          (a) declare all Obligations immediately due and payable (but if an Event of Default described
in Section 8.5 occurs all Obligations are immediately due and payable without any action by Bank);




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          (b) stop advancing money or extending credit for any Borrower’s benefit under this Agreement
or under any other agreement between any Borrower and Bank;




          (c) demand that Borrowers (i) deposit cash with Bank in an amount equal to the aggregate
amount of any Letters of Credit remaining undrawn, as collateral security for the repayment of any
future drawings under such Letters of Credit, and Borrowers shall forthwith jointly and severally
deposit and pay such amounts, and (ii) pay in advance all Letter of Credit fees scheduled to be
paid or payable over the remaining term of any Letters of Credit;




          (d) terminate any FX Contracts;




          (e) settle or adjust disputes and claims directly with Account Debtors for amounts on terms
and in any order that Bank considers advisable, notify any Person owing any Borrower money of
Bank’s security interest in such funds, and verify the amount of such account;




          (f) make any payments and do any acts it considers necessary or reasonable to protect the
Collateral and/or its security interest in the Collateral. Each Borrower shall assemble the
Collateral if Bank requests and make it available as Bank designates. Bank may enter premises
where the Collateral is located, take and maintain possession of any part of the Collateral, and
pay, purchase, contest, or compromise any Lien which appears to be prior or superior to its
security interest and pay all expenses incurred. Each Borrower grants Bank a license to enter and
occupy any of its premises, without charge, to exercise any of Bank’s rights or remedies;




          (g) apply to the Obligations any (i) balances and deposits of each Borrower it holds, or (ii)
any amount held by Bank owing to or for the credit or the account of each Borrower;




          (h) ship, reclaim, recover, store, finish, maintain, repair, prepare for sale, advertise for
sale, and sell the Collateral. Bank is hereby granted a non-exclusive, royalty-free license or
other right to use, without charge, each Borrower’s labels, patents, copyrights, mask works, rights
of use of any name, trade secrets, trade names, trademarks, service marks, and advertising matter,
or any similar property as it pertains to the Collateral, in completing production of, advertising
for sale, and selling any Collateral and, in connection with Bank’s exercise of its rights under
this Section, Borrower’s rights under all licenses and all franchise agreements inure to Bank’s
benefit;




          (i) place a “hold” on any account maintained with Bank and/or deliver a notice of exclusive
control, any entitlement order, or other directions or instructions pursuant to any Control
Agreement or similar agreements providing control of any Collateral;




          (j) demand and receive possession of each Borrower’s Books; and




          (k) exercise all rights and remedies available to Bank under the Loan Documents or at law or
equity, including all remedies provided under the Code (including disposal of the Collateral
pursuant to the terms thereof).




     9.2. Power of Attorney. Each Borrower hereby irrevocably appoints Bank as its lawful
attorney-in-fact, exercisable upon the occurrence and during the continuance of an Event of
Default, to: (a) endorse such Borrower’s name on any checks or other forms of payment or security;
(b) sign such Borrower’s name on any invoice or bill of lading for any Account or drafts against
Account Debtors; (c) settle and adjust disputes and claims about the Accounts directly with Account
Debtors, for amounts and on terms Bank determines reasonable; (d) make, settle, and adjust all
claims under such Borrower’s insurance policies; (e) pay, contest or settle any Lien, charge,
encumbrance, security interest, and adverse



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claim in or to the Collateral, or any judgment based thereon, or otherwise take any action to
terminate or discharge the same; and (f) transfer the Collateral into the name of Bank or a third
party as the Code permits. Each Borrower hereby appoints Bank as its lawful attorney-in-fact to
sign such Borrower’s name on any documents necessary to perfect or continue the perfection of any
security interest regardless of whether an Event of Default has occurred until all Obligations have
been satisfied in full and Bank is under no further obligation to make Credit Extensions hereunder.
Bank’s foregoing appointment as such Borrower’s attorney in fact, and all of Bank’s rights and
powers, coupled with an interest, are irrevocable until all Obligations have been fully repaid and
performed and Bank’s obligation to provide Credit Extensions terminates.



     9.3. Protective Payments. If any Borrower fails to obtain the insurance called for by
Section 6.7 or fails to pay any premium thereon or fails to pay any other amount which such
Borrower is obligated to pay under this Agreement or any other Loan Document, Bank may obtain such
insurance or make such payment, and all amounts so paid by Bank are Bank Expenses and immediately
due and payable, bearing interest at the then highest applicable rate, and secured by the
Collateral. Bank will make reasonable efforts to provide such Borrower with notice of Bank
obtaining such insurance at the time it is obtained or within a reasonable time thereafter. No
payments by Bank are deemed an agreement to make similar payments in the future or Bank’s waiver of
any Event of Default.



     9.4. Application of Payments and Proceeds. Unless an Event of Default has occurred
and is continuing, Bank shall apply any funds in its possession, whether from Borrowers account
balances, payments, or proceeds realized as the result of any collection of Accounts or other
disposition of the Collateral, first, to the principal of the Obligations; second, to Bank
Expenses, including without limitation, the reasonable costs, expenses, liabilities, obligations
and attorneys’ fees incurred by Bank in the exercise of its rights under this Agreement; third, to
the interest due upon any of the Obligations; and finally, to any applicable fees and other
charges, in such order as Bank shall determine in its sole discretion. Any surplus shall be paid
to any Borrowers by credit to the Designated Deposit Account or other Persons legally entitled
thereto; each Borrowers shall remain jointly and severally liable to Bank for any deficiency. If
an Event of Default has occurred and is continuing, Bank may apply any funds in its possession,
whether from any Borrower account balances, payments, proceeds realized as the result of any
collection of Accounts or other disposition of the Collateral, or otherwise, to the Obligations in
such order as Bank shall determine in its sole discretion. Any surplus shall be paid to any
Borrower by credit to the Designated Deposit Account or to other Persons legally entitled thereto;
each Borrower shall remain jointly and severally liable to Bank for any deficiency. If Bank, in
its good faith business judgment, directly or indirectly enters into a deferred payment or other
credit transaction with any purchaser at any sale of Collateral, Bank shall have the option,
exercisable at any time, of either reducing the Obligations by the principal amount of the purchase
price or deferring the reduction of the Obligations until the actual receipt by Bank of cash
therefor.



     9.5. Bank’s Liability for Collateral. So long as Bank complies with reasonable
banking practices regarding the safekeeping of the Collateral in the possession or under the
control of Bank, Bank shall not be liable or responsible for: (a) the safekeeping of the
Collateral; (b) any loss or damage to the Collateral; (c) any diminution in the value of the
Collateral; or (d) any act or default of any carrier, warehouseman, bailee, or other Person. Each
Borrower bears all risk of loss, damage or destruction of the Collateral.



     9.6. No Waiver; Remedies Cumulative. Bank’s failure, at any time or times, to require
strict performance by any Borrower of any provision of this Agreement or any other Loan Document
shall not waive, affect, or diminish any right of Bank thereafter to demand strict performance and
compliance herewith or therewith. No waiver hereunder shall be effective unless signed by Bank and
then is only effective for the specific instance and purpose for which it is given. Bank’s rights
and remedies under



-22-









 







this Agreement and the other Loan Documents are cumulative. Bank has all rights and remedies
provided under the Code, by law, or in equity. Bank’s exercise of one right or remedy is not an
election, and Bank’s waiver of any Event of Default is not a continuing waiver. Bank’s delay in
exercising any remedy is not a waiver, election, or acquiescence.



     9.7. Demand Waiver. Each Borrower waives demand, notice of default or dishonor,
notice of payment and nonpayment, notice of any default, nonpayment at maturity, release,
compromise, settlement, extension, or renewal of accounts, documents, instruments, chattel paper,
and guarantees held by Bank on which Borrower is liable.



10. NOTICES




     All notices, consents, requests, approvals, demands, or other communication (collectively,
“Communication”), other than Advance requests made pursuant to Section 3.4, by any party to this
Agreement or any other Loan Document must be in writing and be delivered or sent by facsimile at
the addresses or facsimile numbers listed below. Bank or Borrower may change its notice address by
giving the other party written notice thereof. Each such Communication shall be deemed to have
been validly served, given, or delivered: (a) upon the earlier of actual receipt and three (3)
Business Days after deposit in the U.S. mail, registered or certified mail, return receipt
requested, with proper postage prepaid; (b) upon transmission, when sent by facsimile transmission
(with such facsimile promptly confirmed by delivery of a copy by personal delivery or United States
mail as otherwise provided in this Section 10); (c) one (1) Business Day after deposit with a
reputable overnight courier with all charges prepaid; or (d) when delivered, if hand-delivered by
messenger, all of which shall be addressed to the party to be notified and sent to the address or
facsimile number indicated below. Advance requests made pursuant to Section 3.4 must be in writing
and may be in the form of electronic mail, delivered to Bank by Borrower at the e-mail address of
Bank provided below and shall be deemed to have been validly served, given, or delivered when sent
(with such electronic mail promptly confirmed by delivery of a copy by personal delivery or United
States mail as otherwise provided in this Section 10). Bank or Borrower may change its address,
facsimile number, or electronic mail address by giving the other party written notice thereof in
accordance with the terms of this Section 10.



	 	 	 	 	 
	 

	 	If to Borrower:
	 	Ultra Clean Technology Systems and Services, Inc.
	 

	 	 	 	150 Independence Drive
	 

	 	 	 	Menlo Park, CA 94025
	 

	 	 	 	Attn: Jack Sexton
	 

	 	 	 	Fax: 650-326-0929
	 

	 	 	 	Email: jsexton@uct.com
	 
	 	 	 	 
	 

	 	If to Bank:
	 	Silicon Valley Bank — Mail Sort NC 200
	 

	 	 	 	3979 Freedom Circle, Suite 600
	 

	 	 	 	Santa Clara, CA 95054
	 

	 	 	 	Attn: Chitra Arunachalam
	 

	 	 	 	Fax: 408-654-5517
	 

	 	 	 	Email: carunachalam@svb.com






11. CHOICE OF LAW, VENUE AND JURY TRIAL WAIVER




     California law governs the Loan Documents without regard to principles of conflicts of law.
Borrower and Bank each submit to the exclusive jurisdiction of the State and Federal courts in
Santa Clara County, California; provided, however, that nothing in this Agreement shall be deemed
to operate to preclude Bank from bringing suit or taking other legal action in any other
jurisdiction to realize on the Collateral or any other security for the Obligations, or to enforce
a judgment or other court order in favor



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of Bank. Borrower expressly submits and consents in advance to such jurisdiction in any
action or suit commenced in any such court, and Borrower hereby waives any objection that it may
have based upon lack of personal jurisdiction, improper venue, or forum non conveniens and hereby
consents to the granting of such legal or equitable relief as is deemed appropriate by such court.
Borrower hereby waives personal service of the summons, complaints, and other process issued in
such action or suit and agrees that service of such summons, complaints, and other process may be
made by registered or certified mail addressed to Borrower at the address set forth in Section 10
of this Agreement and that service so made shall be deemed completed upon the earlier to occur of
Borrower’s actual receipt thereof or three (3) days after deposit in the U.S. mails, proper postage
prepaid.



     TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW BORROWER AND BANK EACH WAIVE THEIR RIGHT TO
A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR BASED UPON THIS AGREEMENT, THE LOAN
DOCUMENTS OR ANY CONTEMPLATED TRANSACTION, INCLUDING CONTRACT, TORT, BREACH OF DUTY AND ALL OTHER
CLAIMS. THIS WAIVER IS A MATERIAL INDUCEMENT FOR BOTH PARTIES TO ENTER INTO THIS AGREEMENT. EACH
PARTY HAS REVIEWED THIS WAIVER WITH ITS COUNSEL.



     WITHOUT INTENDING IN ANY WAY TO LIMIT THE PARTIES’ AGREEMENT TO WAIVE THEIR RESPECTIVE RIGHT
TO A TRIAL BY JURY, if the above waiver of the right to a trial by jury is not enforceable, the
parties hereto agree that any and all disputes or controversies of any nature between them arising
at any time shall be decided by a reference to a private judge, mutually selected by the parties
(or, if they cannot agree, by the Presiding Judge of the Santa Clara County, California Superior
Court) appointed in accordance with California Code of Civil Procedure Section 638 (or pursuant to
comparable provisions of federal law if the dispute falls within the exclusive jurisdiction of the
federal courts), sitting without a jury, in Santa Clara County, California; and the parties hereby
submit to the jurisdiction of such court. The reference proceedings shall be conducted pursuant to
and in accordance with the provisions of California Code of Civil Procedure §§ 638 through 645.1,
inclusive. The private judge shall have the power, among others, to grant provisional relief,
including without limitation, entering temporary restraining orders, issuing preliminary and
permanent injunctions and appointing receivers. All such proceedings shall be closed to the public
and confidential and all records relating thereto shall be permanently sealed. If during the
course of any dispute, a party desires to seek provisional relief, but a judge has not been
appointed at that point pursuant to the judicial reference procedures, then such party may apply to
the Santa Clara County, California Superior Court for such relief. The proceeding before the
private judge shall be conducted in the same manner as it would be before a court under the rules
of evidence applicable to judicial proceedings. The parties shall be entitled to discovery which
shall be conducted in the same manner as it would be before a court under the rules of discovery
applicable to judicial proceedings. The private judge shall oversee discovery and may enforce all
discovery rules and order applicable to judicial proceedings in the same manner as a trial court
judge. The parties agree that the selected or appointed private judge shall have the power to
decide all issues in the action or proceeding, whether of fact or of law, and shall report a
statement of decision thereon pursuant to the California Code of Civil Procedure § 644(a). Nothing
in this paragraph shall limit the right of any party at any time to exercise self-help remedies,
foreclose against collateral, or obtain provisional remedies. The private judge shall also
determine all issues relating to the applicability, interpretation, and enforceability of this
paragraph.



12. GENERAL PROVISIONS




     12.1. Successors and Assigns. This Agreement binds and is for the benefit of the
successors and permitted assigns of each party. No Borrower may assign this Agreement or any
rights or obligations under it without Bank’s prior written consent (which consent may be granted
or withheld in Bank’s



-24-









 







discretion) and Bank may not assign this Agreement or any rights or obligations under it
without Borrowers’ prior written consent (unless a Default or Event of Default shall have occurred
and be continuing); provided that Bank has the right, without the consent of or notice to Borrower,
to sell, transfer, negotiate, or grant participation in all or any part of, or any interest in,
Bank’s obligations, rights, and benefits under this Agreement and the other Loan Documents.



     12.2. Indemnification. Borrower agrees to indemnify, defend and hold Bank and its
directors, officers, employees, agents, attorneys, or any other Person affiliated with or
representing Bank harmless against: (a) all obligations, demands, claims, and liabilities
(collectively, “Claims”) asserted by any other party in connection with the transactions
contemplated by the Loan Documents; and (b) all losses or Bank Expenses incurred, or paid by Bank
from, following, or arising from transactions between Bank and Borrower (including reasonable
attorneys’ fees and expenses), except for Claims and/or losses directly caused by Bank’s gross
negligence or willful misconduct.



     12.3. Limitation of Actions. Any claim or cause of action by Borrower against Bank,
its directors, officers, employees, agents, accountants, attorneys, or any other Person affiliated
with or representing Bank based upon, arising from, or relating to this Loan Agreement or any other
Loan Document, or any other transaction contemplated hereby or thereby or relating hereto or
thereto, or any other matter, cause or thing whatsoever, occurred, done, omitted or suffered to be
done by Bank, its directors, officers, employees, agents, accountants or attorneys, shall be barred
unless asserted by Borrower by the commencement of an action or proceeding in a court of competent
jurisdiction by the filing of a complaint within one year after the first act, occurrence or
omission upon which such claim or cause of action, or any part thereof, is based, and the service
of a summons and complaint on an officer of Bank, or on any other person authorized to accept
service on behalf of Bank, within thirty (30) days thereafter. Borrower agrees that such one-year
period is a reasonable and sufficient time for Borrower to investigate and act upon any such claim
or cause of action. The one-year period provided herein shall not be waived, tolled, or extended
except by the written consent of Bank in its sole discretion. This provision shall survive any
termination of this Loan Agreement or any other Loan Document.



     12.4. Time of Essence. Time is of the essence for the performance of all Obligations
in this Agreement.



     12.5. Severability of Provisions. Each provision of this Agreement is severable from
every other provision in determining the enforceability of any provision.



     12.6. Amendments in Writing; Integration. All amendments to this Agreement must be in
writing signed by both Bank and Borrower. This Agreement and the Loan Documents represent the
entire agreement about this subject matter and supersede prior negotiations or agreements. All
prior agreements, understandings, representations, warranties, and negotiations between the parties
about the subject matter of this Agreement and the Loan Documents merge into this Agreement and the
Loan Documents.



     12.7. Counterparts. This Agreement may be executed in any number of counterparts and
by different parties on separate counterparts, each of which, when executed and delivered, are an
original, and all taken together, constitute one Agreement.



     12.8. Survival. All covenants, representations and warranties made in this Agreement
continue in full force until this Agreement has terminated pursuant to its terms and all
Obligations (other than inchoate indemnity obligations and any other obligations which, by their
terms, are to survive the termination of this Agreement) have been satisfied. The obligation of
Borrower in Section 12.2 to



-25-









 







indemnify Bank shall survive until the statute of limitations with respect to such claim or
cause of action shall have run.



     12.9. Confidentiality. In handling any confidential information, Bank shall exercise
the same degree of care that it exercises for its own proprietary information, but disclosure of
information may be made: (a) to Bank’s Subsidiaries or Affiliates; (b) to prospective transferees
or purchasers of any interest in the Credit Extensions (provided, however, Bank shall use
commercially reasonable efforts to obtain such prospective transferee’s or purchaser’s agreement to
the terms of this provision); (c) as required by law, regulation, subpoena, or other order; (d) to
Bank’s regulators or as otherwise required in connection with Bank’s examination or audit; and (e)
as Bank considers appropriate in exercising remedies under this Agreement. Confidential
information does not include information that either: (i) is in the public domain or in Bank’s
possession when disclosed to Bank, or becomes part of the public domain after disclosure to Bank;
or (ii) is disclosed to Bank by a third party, if Bank does not know that the third party is
prohibited from disclosing the information.



     12.10. Attorneys’ Fees, Costs and Expenses. In any action or proceeding between
Borrower and Bank arising out of or relating to the Loan Documents, the prevailing party shall be
entitled to recover its reasonable attorneys’ fees and other costs and expenses incurred, in
addition to any other relief to which it may be entitled.



     12.11. Waiver of Surety Defenses. To the extent permitted by applicable law, each
Borrower hereby waives any and all defenses and rights of discharge based upon suretyship or
impairment of collateral (including lack of attachment or perfection with respect thereto) that it
may now have or may hereafter acquire with respect to Bank or any of its Obligations hereunder,
under any Loan Document or under any other agreement that it may have or may hereafter enter into
with Bank.



     12.12. Joint and Several Obligations and Related Matters. The obligations of each
Borrower hereunder and under the other Loan Documents shall be joint and several in nature
notwithstanding which Borrower actually or directly received the proceeds of any particular Credit
Extension. Each Borrower acknowledges that for purposes of the Loan Documents, Borrowers
constitute a single integrated financial entity or enterprise and that each receives a benefit from
the availability of the financing hereunder to all Borrowers. Each Borrower waives all defenses
arising under the laws of suretyship, to the extent that such laws are applicable, in connection
with its joint and several obligations under this Agreement and the other Loan Documents.



     12.13. Subordination of Claims. As further consideration for the Credit Extensions by
the Bank Borrowers and as a material inducement to Bank to make the Credit Extensions and accept
this Agreement, each Borrower hereby irrevocably subordinates in all respects all claims, whether
based in equity or law, whether by contract, statute or otherwise, that it might now or hereafter
have against other Borrower or that arise from the existence or performance of the Obligations
under this Agreement, including, but not limited to, any right of subrogation, reimbursement,
exoneration, contribution, indemnification, or participation, to any and all of the Obligations of
such Borrower to Bank hereunder and under the other Loan Documents.



     12.14. USA PATRIOT Act Notice. Bank hereby notifies Borrowers that pursuant to the
requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26,
2001)) (the “Act”), it is required to obtain, verify and record information that identifies
Borrowers, which information includes the name and address of Borrowers and other information that
will allow Bank to identify Borrowers in accordance with the Act.




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     12.15. Name Change of Pete Acquisition to UCT Sieger Engineering LLC. Substantially
simultaneously with the consummation of the Acquisition, the name of Pete Acquisition LLC shall be
changed to UCT Sieger Engineering LLC by filing such name change with the Secretary of State of the
State of Delaware. From and after such time, all references to Sieger shall mean UCT Sieger
Engineering LLC, a Delaware limited liability company.



13. DEFINITIONS




     13.1. Definitions. As used in this Agreement, the following terms have the following
meanings:



     “Account” is any “account” as defined in the Code with such additions to such term as may
hereafter be made, and includes, without limitation, all accounts receivable and other sums owing
to Borrower.



     “Account Debtor” is any “account debtor” as defined in the Code with such additions to such
term as may hereafter be made.



     “Acquisition” means the mergers and acquisitions resulting in the acquisition of Sieger by
Holdings on or prior to the Effective Date as contemplated the Merger Documents.



     “Advance” or “Advances” means an advance (or advances) under the Revolving Line.



     “Affiliate” of any Person is a Person that owns or controls directly or indirectly the Person,
any Person that controls or is controlled by or is under common control with the Person, and each
of that Person’s senior executive officers, directors, partners and, for any Person that is a
limited liability company, that Person’s managers and members.



     “Agreement” is defined in the preamble hereof.



     “Availability Amount” is (a) the lesser of (i) the Revolving Line or (ii) the Borrowing Base
minus (b) the amount of all outstanding Letters of Credit (including drawn but unreimbursed Letters
of Credit) plus an amount equal to the Letter of Credit Reserves, minus (c) the FX Reserve, and
minus (d) the outstanding principal balance of any Advances (including any amounts used for Cash
Management Services).



     “Bank” is defined in the preamble hereof.



     “Bank Expenses” are all audit fees and expenses, costs, and expenses (including reasonable
attorneys’ fees and expenses) of Bank for preparing, negotiating, administering, defending and
enforcing the Loan Documents (including, without limitation, those incurred in connection with
appeals or Insolvency Proceedings) or otherwise incurred by Bank with respect to Borrower.



     “Bankruptcy-Related Defaults” is defined in Section 9.1.



     “Borrower” and “Borrowers” is defined in the preamble hereof.



     “Borrowers’ Books” are all Borrowers’ books and records including ledgers, federal and state
tax returns, records regarding Borrowers’ assets or liabilities, the Collateral, business
operations or financial condition, and all computer programs or storage or any equipment containing
such information.



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     “Borrowing Base” is 80% of Eligible Accounts less Reserves as determined by Bank from
Borrowers’ most recent Transaction Report; provided, however, that Bank may decrease the foregoing
percentage in its good faith business judgment based on events, conditions, contingencies, or risks
which, as determined by Bank, may adversely affect Collateral.



     “Borrowing Resolutions” are, with respect to any Person, those resolutions adopted by such
Person’s Board of Directors or members and delivered by such Person to Bank approving the Loan
Documents to which such Person is a party and the transactions contemplated thereby, together with
a certificate executed by its secretary or other authorized officer on behalf of such Person
certifying that (a) such Person has the authority to execute, deliver, and perform its obligations
under each of the Loan Documents to which it is a party, (b) that attached as Exhibit A to such
certificate is a true, correct, and complete copy of the resolutions then in full force and effect
authorizing and ratifying the execution, delivery, and performance by such Person of the Loan
Documents to which it is a party, (c) the name(s) of the Person(s) authorized to execute the Loan
Documents on behalf of such Person, together with a sample of the true signature(s) of such
Person(s), and (d) that Bank may conclusively rely on such certificate unless and until such Person
shall have delivered to Bank a further certificate canceling or amending such prior certificate.



     “Business Day” is any day that is not a Saturday, Sunday or a day on which Bank is closed.



     “Cash Equivalents” means (a) marketable direct obligations issued or unconditionally
guaranteed by the United States or any agency or any State thereof having maturities of not more
than one (1) year from the date of acquisition; (b) marketable direct obligations issued by any
state of the United States or any political subdivision of any such state or any public
instrumentality thereof maturing within 1 year from the date of acquisition thereof and, at the
time of acquisition, having one of the two highest ratings obtainable from either Standard & Poor’s
Rating Group (“S&P”) or Moody’s Investors Service, Inc. (“Moody’s”); (c) commercial paper maturing
no more than one (1) year after its creation and, at the time of acquisition, having the highest
rating from either S&P or Moody’s; (d) Bank’s certificates of deposit issued maturing no more than
one (1) year after issue; (e) Deposit Accounts, certificates of deposit or, bankers’ acceptances or
time deposits maturing within 1 year from the date of acquisition thereof issued by or guaranteed
by or placed with any bank organized under the laws of the United States or any state thereof
having at the date of acquisition thereof combined capital and surplus of not less than
$250,000,000; (f) Deposit Accounts maintained with (i) any bank that satisfies the criteria
described in clause (e) above or (ii) any other bank organized under the laws of the United States
or any state thereof so long as the amount maintained with any such other bank is less than or
equal to $100,000; (g) fully collateralized repurchase agreements with a term not more than 30 days
for securities described in clause (a) above and entered into with a financial institution
satisfying the criteria in clause (e) above; (h) money market funds substantially all of the assets
of which are invested in the kinds of assets described in clauses (a) through (g) of this
definition. In addition, for all purposes hereunder other than the calculation of the liquidity
covenant set forth in Section 6.9(c), Cash Equivalents shall also include foreign investments
substantially comparable to any of the foregoing in connection with managing cash of any Subsidiary
having operations in a foreign country.



     “Cash Management Services” is defined in Section 2.1.4.



     “Cash Management Services Sublimit” is defined in Section 2.1.4.



     “Change in Control” means any event, transaction, or occurrence as a result of which Holdings
shall directly or indirectly own less than 100% of the outstanding capital stock of any Subsidiary.



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     “Code” is the Uniform Commercial Code, as the same may, from time to time, be enacted and in
effect in the State of California; provided, that, to the extent that the Code is used to define
any term herein or in any Loan Document and such term is defined differently in different Articles
or Divisions of the Code, the definition of such term contained in Article or Division 9 shall
govern; provided further, that in the event that, by reason of mandatory provisions of law, any or
all of the attachment, perfection, or priority of, or remedies with respect to, Bank’s Lien on any
Collateral is governed by the Uniform Commercial Code in effect in a jurisdiction other than the
State of California, the term “Code” shall mean the Uniform Commercial Code as enacted and in
effect in such other jurisdiction solely for purposes on the provisions thereof relating to such
attachment, perfection, priority, or remedies and for purposes of definitions relating to such
provisions.



     “Collateral” is any and all properties, rights and assets of Borrower described on Exhibit
A.



     “Collateral Account” is any Deposit Account, Securities Account, or Commodity Account.



     “Collateral Assignment of Merger Documents” that certain Collateral Assignment of Merger
Documents executed and delivered by Holdings and Borrowers to Bank dated as of the Effective Date.



     “Committed Availability” means, as the date of determination, an amount equal to the sum of
the Revolving Line availability minus all outstanding Credit Extensions.



     “Commodity Account” is any “commodity account” as defined in the Code with such additions to
such term as may hereafter be made.



     “Communication” is defined in Section 10.



     “Compliance Certificate” is that certain certificate in the form attached hereto as
Exhibit E.



     “Contingent Obligation” is, for any Person, any direct or indirect liability, contingent or
not, of that Person for (a) any Indebtedness or any obligation referred to in clauses (b) and (c)
below of another such as an obligation directly or indirectly guaranteed, endorsed, co-made,
discounted or sold with recourse by that Person, or for which that Person is directly or indirectly
liable; (b) any obligations for undrawn letters of credit for the account of that Person; and (c)
all obligations from any interest rate, currency or commodity swap agreement, interest rate cap or
collar agreement, or other agreement or arrangement designated to protect a Person against
fluctuation in interest rates, currency exchange rates or commodity prices; but “Contingent
Obligation” does not include endorsements in the ordinary course of business. The amount of a
Contingent Obligation is the stated or determined amount of the primary obligation for which the
Contingent Obligation is made or, if not determinable, the maximum reasonably anticipated liability
for it determined by the Person in good faith; but the amount may not exceed the maximum of the
obligations under any guarantee or other support arrangement.



     “Control Agreement” is any control agreement entered into among the depository institution at
which any Borrower maintains a Deposit Account or the securities intermediary or commodity
intermediary at which Borrower maintains a Securities Account or a Commodity account, such
Borrower, and Bank pursuant to which Bank obtains control (within the meaning of the Code) over
such Deposit Account, Securities Account, or Commodity Account.



     “Credit Extension” is any Advance, Letter of Credit, Term Loan, FX Forward Contract, amount
utilized for Cash Management Services, or any other extension of credit by Bank for Borrower’s
benefit.



-29-









 





     “Current Assets” are amounts that under GAAP should be included on that date as current assets
on Borrower’s consolidated balance sheet.



     “Default” means any event which with notice or passage of time or both, would constitute an
Event of Default.



     “Default Rate” is defined in Section 2.3(b).



     “Deferred Revenue” is all amounts received or invoiced in advance of performance under
contracts and not yet recognized as revenue.



     “Deposit Account” is any “deposit account” as defined in the Code with such additions to such
term as may hereafter be made.



     “Designated Deposit Account” is Borrower’s deposit account, account number 3300538419,
maintained with Bank.



     “Dollars,” “dollars” and “$” each mean lawful money of the United States.



     “Domestic Subsidiary” means a Subsidiary organized under the laws of the United States or any
state or territory thereof or the District of Columbia.



     “EBITDA” shall mean (a) Net Income, plus to the extent included in the determination of Net
Income, (b) net Interest Expense, plus (c) depreciation expense, (d) amortization expense, (e)
income tax expense, (f) all other charges which are both non-cash and non-recurring, (g) any
non-cash amounts related to the granting of stock options in accordance with FAS 123R, plus (h) all
non-cash income.



     “Effective Date” is the date Bank executes this Agreement and as indicated on the signature
page hereof.



     “Eligible Accounts” are Accounts which arise in the ordinary course of each Borrower’s
business that meet all such Borrower’s representations and warranties in Section 5.3. Bank
reserves the right at any time and from time to time after the Effective Date, to adjust any of the
criteria set forth below and to establish new criteria in its good faith business judgment. Unless
Bank agrees otherwise in writing, Eligible Accounts shall not include:



          (a) Accounts that the Account Debtor has not paid within ninety (90) days of invoice date;




          (b) Accounts owing from an Account Debtor, fifty percent (50%) or more of whose Accounts have
not been paid within ninety (90) days of invoice date;




          (c) Credit balances over ninety (90) days from invoice date;




          (d) Accounts owing from an Account Debtor, including Affiliates, whose total obligations to
any Borrower exceed thirty-five (35%) of all Accounts, except for Applied Materials and Lam
Research, for which such percentages shall be 60% and 40%, respectively, for the amounts that
exceed that percentage, unless Bank approves in writing;




          (e) Accounts owing from an Account Debtor which does not have its principal place of business
in the United States unless (y) the Account is supported by an irrevocable letter of credit


-30-









 







           advised and negotiated through Bank and satisfactory to Bank (as to form, substance, and
issuer or domestic confirming bank), or (z) the Account is covered by credit insurance in form,
substance, and amount, and by an insurer, satisfactory to Bank;




          (f) Accounts owing from an Account Debtor which is a federal government entity or any
department, agency, or instrumentality thereof except for Accounts of the United States if each
Borrower has assigned its payment rights to Bank and the assignment has been acknowledged under the
Federal Assignment of Claims Act of 1940, as amended;




          (g) Accounts owing from an Account Debtor to the extent that Borrower is indebted or obligated
in any manner to the Account Debtor (as creditor, lessor, supplier or otherwise — sometimes called
“contra” accounts, accounts payable, customer deposits or credit accounts), with the exception of
customary credits, adjustments and/or discounts given to an Account Debtor by Borrower in the
ordinary course of its business;




          (h) Accounts for demonstration or promotional equipment, or in which goods are consigned, or
sold on a “sale guaranteed”, “sale or return”, “sale on approval”, “bill and hold”, or other terms
if Account Debtor’s payment may be conditional;




          (i) (1) Accounts for which the Account Debtor (if other than a Permitted Portfolio Company) is
a Borrower’s Affiliate, officer or employee and (2) with respect to Accounts as to which the
Account Debtor is a Permitted Portfolio Company, to the extent the amount of such Accounts exceeds
10% of all Eligible Accounts;




          (j) Accounts in which the Account Debtor has made a claim disputing liability (but only up to
the disputed or claimed amount), or if the Account Debtor is subject to an Insolvency Proceeding,
or goes out of business;




          (k) Accounts owing from an Account Debtor with respect to which Borrower has received Deferred
Revenue (but only to the extent of such Deferred Revenue);




          (l) Accounts for which Bank in its good faith business judgment determines collection to be
doubtful; and




          (m) other Accounts Bank deems ineligible in the exercise of its good faith business judgment.




     “Equipment” is all “equipment” as defined in the Code with such additions to such term as may
hereafter be made, and includes without limitation all machinery, fixtures, goods, vehicles
(including motor vehicles and trailers), and any interest in any of the foregoing.



     “Equipment Financing” means the equipment financing provided by U.S. Bancorp Equipment
Finance, Inc (“USBancorp”) to Sieger evidenced by a Master Loan Agreement, dated as of June 29,
2006 between USBancorp and Sieger and guarantied by Holdings and Ultra Clean, including any
refinancing thereof.



     “ERISA” is the Employment Retirement Income Security Act of 1974, and its regulations.



     “Event of Default” is defined in Section 8.



-31-









 





     “Fixed Charges” means, as of the last day of each fiscal quarter, principal and interest of
Indebtedness of Guarantor, Borrowers and their Subsidiaries determined on a consolidated basis.



     “Fixed Charge Coverage Ratio” is defined in Section 6.9(b).



     “Foreign Currency” means lawful money of a country other than the United States.



     “Foreign Subsidiary” means any Subsidiary which is not a Domestic Subsidiary.



     “Funding Date” is any date on which a Credit Extension is made to or on account of Borrower
which shall be a Business Day.



     “FX Business Day” is any day when (a) Bank’s Foreign Exchange Department is conducting its
normal business and (b) the Foreign Currency being purchased or sold by Borrower is available to
Bank from the entity from which Bank shall buy or sell such Foreign Currency.



     “FX Forward Contract” is defined in Section 2.1.3.



     “FX Reserve” is defined in Section 2.1.3.



     “GAAP” is generally accepted accounting principles set forth in the opinions and
pronouncements of the Accounting Principles Board of the American Institute of Certified Public
Accountants and statements and pronouncements of the Financial Accounting Standards Board or in
such other statements by such other Person as may be approved by a significant segment of the
accounting profession, which are applicable to the circumstances as of the date of determination.



     “General Intangibles” is all “general intangibles” as defined in the Code in effect on the
date hereof with such additions to such term as may hereafter be made, and includes without
limitation, all copyright rights, copyright applications, copyright registrations and like
protections in each work of authorship and derivative work, whether published or unpublished, any
patents, trademarks, service marks and, to the extent permitted under applicable law, any
applications therefor, whether registered or not, any trade secret rights, including any rights to
unpatented inventions, payment intangibles, royalties, contract rights, goodwill, franchise
agreements, purchase orders, customer lists, route lists, telephone numbers, domain names, claims,
income and other tax refunds, security and other deposits, options to purchase or sell real or
personal property, rights in all litigation presently or hereafter pending (whether in contract,
tort or otherwise), insurance policies (including without limitation key man, property damage, and
business interruption insurance), payments of insurance and rights to payment of any kind.



     “Governmental Authority” means the government of the United States or any other nation, or of
any political subdivision thereof, whether state or local, and any agency, authority,
instrumentality, regulatory body, court, central bank or other entity exercising executive,
legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to
government (including any supra-national bodies such as the European Union or the European Central
Bank).



     “Guarantor” is Holdings.



     “Guaranty”
is an unconditional guaranty of all the Obligations, in the form of
Exhibit D or
otherwise in form and substance reasonably satisfactory to the Bank.



     “Holdings” is Ultra Clean Holdings, Inc., a Delaware corporation and the parent of Borrowers.



-32-









 





     “Holdings IP Security Agreement” means an Intellectual Property Security Agreement executed
and delivered by Holdings to Bank dated as of the Effective Date.



     “Indebtedness” is (a) indebtedness for borrowed money or the deferred price of property or
services (excluding trade accounts payable and other accrued obligations incurred in the ordinary
course of business), (b) obligations evidenced by notes, bonds, debentures or similar instruments,
(c) capital lease obligations, and (d) Contingent Obligations.



     “Insolvency Proceeding” is any proceeding by or against any Person under the United States
Bankruptcy Code, or any other bankruptcy or insolvency law, including assignments for the benefit
of creditors, compositions, extensions generally with its creditors, or proceedings seeking
reorganization, arrangement, or other relief.



     “Interest Expense” means for any fiscal period, interest expense (whether cash or non-cash) of
Holdings and its Subsidiaries determined in accordance with GAAP.



     “Inventory” is all “inventory” as defined in the Code in effect on the date hereof with such
additions to such term as may hereafter be made, and includes without limitation all merchandise,
raw materials, parts, supplies, packing and shipping materials, work in process and finished
products, including without limitation such inventory as is temporarily out of any Borrower’s
custody or possession or in transit and including any returned goods and any documents of title
representing any of the above.



     “Investment” is any beneficial ownership interest in any Person (including stock, partnership
interest, members interests or other securities), and any loan, advance or capital contribution to
any Person.



     “Intellectual Property” means all present and future (a) copyrights, copyright rights,
copyright applications, copyright registrations and like protections in each work of authorship and
derivative work thereof, whether published or unpublished, (b) trade secret rights, including all
rights to unpatented inventions and know how, and confidential information; (c) mask work or
similar rights available for the protection of semiconductor chips; (d) patents, patent
applications and like protections including without limitation improvements, divisions,
continuations, renewals, reissues, extensions and continuations-in-part of the same; (e)
trademarks, servicemarks, trade styles, and trade names, whether or not any of the foregoing are
registered, and all applications to register and registrations of the same and like protections,
and the entire goodwill of the business of any Borrower connected with and symbolized by any such
trademarks; (f) computer software and computer software products; (g) designs and design rights;
(h) technology; (i) all claims for damages by way of past, present and future infringement of any
of the rights included above; and (j) all licenses or other rights to use any property or rights of
a type described above.



     “IP Security Agreements” the Holdings IP Security Agreement and the Ultra Clean IP Security
Agreement.



     “L/C Sublimit” is defined in Section 2.1.2.(a).



     “Letter of Credit” means any documentary or standby letter of credit issued by Bank or another
institution based upon an application, guarantee, indemnity or similar agreement on the part of
Bank as set forth in Section 2.1.2.



     “Letter of Credit Application” is defined in Section 2.1.2(a).



     “Letter of Credit Reserve” has the meaning set forth in Section 2.1.2(d).



-33-









 





     “Lien” is a mortgage, lien, deed of trust, charge, pledge, security interest or other
encumbrance.



     “Loan Amount” in respect of each Equipment Advance is the original principal amount of such
Equipment Advance.



     “Loan Documents” are, collectively, this Agreement, the Perfection Certificates, the IP
Security Agreements, the Securities Pledge Agreement, the Collateral Assignment of Merger
Documents, any note, or notes or guaranties or post-closing letter agreements executed by a
Borrower, Guarantor or any other guarantor, and any other present or future agreement between a
Borrower, Guarantor, any other guarantor and/or for the benefit of Bank in connection with this
Agreement, all as amended, restated, or otherwise modified.



     “Loan Party” means Borrowers and Guarantor.



     “Material Adverse Change” is a material adverse change in (i) the business, operations, or
condition of Holdings and its Subsidiaries, taken as a whole or (ii) the ability of Borrower to
repay the Obligations hereunder under the Loan Documents or (iii) the priority of Bank’s security
interest in the Collateral.



     “Merger Documents” means, collectively the Agreement and Plan of Merger, dated as June 29,
2006, among Sieger Engineering, Inc., Leonid Mezhvinsky, Holdings, Bob Acquisition Inc., Pete
Acquisition LLC and the other “Sellers” specified therein, all related documents and certificates
executed and/or delivered in connection therewith, and all schedules, exhibits, annexes and
amendments thereto and all material side letters and agreements affecting the terms thereof or to
be entered into in connection therewith.



     “Net Borrowing Availability” is defined in Section 2.1.1 (a).



     “Net Income” means, for any date of determination, as calculated on a consolidated basis for
Holdings and its Subsidiaries for any period, the net profit (or loss), after provision for taxes,
of Guarantor, Borrower and its Subsidiaries for such period taken as a single accounting period.



     “Obligations” are Borrowers’ obligation to pay when due any debts, principal, interest, Bank
Expenses and other amounts Borrowers owe Bank now or later, whether under this Agreement, the Loan
Documents, or otherwise, including, without limitation, all obligations relating to Letters of
Credit, Cash Management Services, and foreign exchange contracts, if any, and including interest
accruing after Insolvency Proceedings begin and debts, liabilities, or obligations of Borrowers
assigned to Bank, and the performance of Borrowers’ duties under the Loan Documents.



     “Operating Documents” are, for any Person, such Person’s formation documents, as filed with
the Secretary of State of such Person’s state of formation on a date that is no earlier than 30
days prior to the Effective Date, and, (a) if such Person is a corporation, its bylaws in current
form, (b) if such Person is a limited liability company, its limited liability company agreement
(or similar agreement), and (c) if such Person is a partnership, its partnership agreement (or
similar agreement), each of the foregoing with all current amendments or modifications thereto.



     “Payment/Advance Form” is that certain form attached hereto as Exhibit B.



     “Perfection Certificate” is defined in Section 5.1.




-34-












 





     “Permitted Indebtedness” is:



               (a) Borrowers’ Indebtedness to Bank under this Agreement and the other Loan Documents;



               (b) Indebtedness existing on the Effective Date and shown on the Perfection Certificate;



               (c) Subordinated Debt;



               (d) unsecured Indebtedness to trade creditors and with respect to surety bonds and similar
obligations incurred in the ordinary course of business;



               (e) Indebtedness in respect of the Equipment Financing not to exceed $5,000,000 in the
aggregate;



               (f) Indebtedness (other than the Obligations, but including capitalized lease obligations) of
any Borrower or their Subsidiaries incurred at the time of, or within 90 days after, the
acquisition, construction, restoration or improvement of any assets for the purpose of financing
all or any part of the acquisition cost thereof in an aggregate principal amount outstanding at any
one time, together with any refinancings thereof, not in excess of $500,000 in the aggregate;



               (g) Indebtedness comprising Permitted Investments;



               (h) Indebtedness incurred by Holdings or any Borrower with respect to indemnities and purchase
price adjustment obligations under the Merger Documents;



               (i) Indebtedness in connection with Contingent Obligations of the type described in clause (c)
of the definition thereof) entered into in the ordinary course of business and not for speculative
purposes;



               (j) Indebtedness in an aggregate principal amount not to exceed $250,000 secured by Permitted
Liens;



               (k) Indebtedness owing to any officers or directors of Borrowers, provided that the aggregate
principal amount of all such Indebtedness does not exceed $25,000 outstanding at any time and only
to the extent it is Subordinated Debt;



               (l) other unsecured Indebtedness not otherwise permitted by Section 7.4 not exceeding $250,000
in the aggregate outstanding at any time



               (m) Indebtedness in an aggregate principal amount not to exceed $250,000 secured by Permitted
Liens;



               (n) Indebtedness owing to any officers or directors of Borrowers, provided that the aggregate
principal amount of all such Indebtedness does not exceed $25,000 and only to the extent it is
Subordinated Debt;



               (o) other Indebtedness not otherwise permitted by Section 7.4 not exceeding $50,000 in the
aggregate outstanding at any time; and



- 35 -









 





               (p) extensions, refinancings, modifications, amendments and restatements of any items of
Permitted Indebtedness (a) through (g) above, provided that the principal amount thereof is not
increased or the terms thereof are not modified to impose more burdensome terms upon Borrower or
its Subsidiary, as the case may be.



     “Permitted Investments” are:



               (a) Investments shown on the Perfection Certificate and existing on the Effective Date;



               (b) (i) cash and Cash Equivalents, and (ii) any other Investments permitted by Borrower’s
investment policy, as amended from time to time, provided that any material changes in such
investment policy after the Effective Date has been approved by Bank;



               (c) Investments consisting of the endorsement of negotiable instruments for deposit or
collection or similar transactions in the ordinary course of Borrowers;



               (d) Investments consisting of deposit accounts in which Bank has a perfected security interest
or that are permitted under Section 6.8(c);



               (e) Investments accepted in connection with Transfers permitted by Section 7.1;



               (f) Investments of Subsidiaries in or to other Domestic Subsidiaries or Borrower and
Investments by Borrower in Domestic Subsidiaries and Investments in Shanghai, provided that any
such Investments in Shanghai shall be upon fair and reasonable terms that are no less favorable to
Borrowers than would be obtained in an arm’s length transaction with a non-affiliated Person or
shall not exceed, in the aggregate, $1,000,000 in cash and Equipment during the term of this
Agreement;



               (g) Investments consisting of travel advances and employee relocation loans and other employee
loans and advances in the ordinary course of business;



               (h) Investments (including debt obligations) received (i) in connection with the bankruptcy or
reorganization of customers or suppliers, (ii) in settlement of delinquent obligations of, and
other disputes with, customers or suppliers effected in the ordinary course of business or (iii)
upon the foreclosure or enforcement of any Lien in favor of a Borrower or any Subsidiary of a
Borrower;



               (i) Investments consisting of notes receivable of, or prepaid royalties and other credit
extensions, to customers and suppliers who are not Affiliates (other than Permitted Portfolio
Companies), in the ordinary course of business; provided that this paragraph (i) shall not apply to
Investments of Borrower in any Subsidiary;



               (j) Investments in connection with the Acquisition;



               (k) Investments consisting of guarantees constituting of Indebtedness permitted under Section
7.1; and



               (l) other Investments not otherwise permitted by clauses (a) through (k) not exceeding
$250,000 in the aggregate outstanding at any time.



- 36 -









 





     “Permitted Liens” are:



               (a) Liens existing on the Effective Date and described in the Perfection Certificate; and
Liens arising under this Agreement and the other Loan Documents;



               (b) Liens for taxes, fees, assessments or other government charges or levies, either (i) not
delinquent or (ii) being contested in good faith and for which the applicable Borrower or
Subsidiary maintains adequate reserves on its Books, if they have no priority over any of Bank’s
Liens;



               (c) the Liens solely on Equipment financed by the Equipment Financing;



               (d) purchase money Liens (i) on Equipment acquired or held by each Borrower incurred for
financing the acquisition of the Equipment securing no more than $500,000 in the aggregate amount
outstanding, or (ii) existing on Equipment when acquired, if the Lien is confined to the property
and improvements and the proceeds of the Equipment;



               (e) Liens arising by operation of law in favor of materialmen, mechanics, carriers,
warehousemen, landlords, laborers, suppliers and other Persons imposed, provided that such Liens
either (i) were incurred in the ordinary course of either Borrowers’ any Subsidiary’s business and
not in connection with the borrowing of money, and (A) are for sums not yet delinquent more than 60
days past due or (ii) are being contested in good faith and for which the applicable Borrower or
Subsidiary maintains adequate reserves on its Books or (ii) have no priority over any of Bank’s
Lien and the aggregate amount of obligations secured by such Liens does not at any time exceed
$100,000;



               (f) Liens arising in connection with workers’ compensation, employment insurance, old-age
pensions, social security and other like obligations incurred in the ordinary course of business;



               (g) Liens arising from pledges and deposits made as security for appeal bonds in connection
with obtaining such bonds in the ordinary course of business;



               (h) inchoate and unperfected Liens for escheat or use taxes that are not the subject of any
judgment or other asserted claim for the payment of money;



               (i) with respect to any real property, reservations, exceptions, encroachments, easements,
rights of way, covenants, conditions, restrictions, leases and other title exceptions and zoning
restrictions and similar encumbrances that (i) do not materially interfere with or impair the use
or operation thereof and (ii) are not Environmental Liens;



               (j) leases or subleases of real property granted in the ordinary course of business, and
leases, subleases, non-exclusive licenses or sublicenses of property (other than real property or
Intellectual Property) granted in the ordinary course of Borrowers’ businesses, if the leases,
subleases, licenses and sublicenses do not prohibit granting Bank a security interest;



               (k) non-exclusive license of Intellectual Property granted to third parties in the ordinary
course of business, and licenses of Intellectual Property that could not result in a legal transfer
of title of the licensed property that may be exclusive in respects other than territory and that
may be exclusive as to territory only as to discreet geographical areas outside of the United
States;



               (l) Liens arising from judgments, decrees or attachments in circumstances not constituting an
Event of Default under Section 8.4 or 8.7; and



- 37 -









 





               (m) Liens in favor of other financial institutions arising in connection with Borrower’s
deposit and/or securities accounts held at such institutions, provided that Bank has a perfected
security interest in the amounts held in such deposit and/or securities accounts or the amounts on
deposit in such account comply with Section 6.8(d);



               (n) Liens securing Indebtedness or other obligations in an aggregate amount not exceeding
$250,000 outstanding at any time; and



               (o) Liens incurred in the extension, renewal or refinancing of the obligations secured by
Liens described in clauses (a), (c), (d), (m) and (n), provided any extension, renewal or
replacement Lien shall be limited to the property encumbered by the existing Lien and the principal
amount of the obligations secured thereby may not increase.



     “Permitted Portfolio Company” means a portfolio company of the private equity fund of
Francisco Partners.



     “Person” is any individual, sole proprietorship, partnership, limited liability company, joint
venture, company, trust, unincorporated organization, association, corporation, institution, public
benefit corporation, firm, joint stock company, estate, entity or government agency.



     “Prime Rate” is Bank’s most recently announced “prime rate,” even if it is not Bank’s lowest
rate.



     “Registered Organization” is any “registered organization” as defined in the Code with such
additions to such term as may hereafter be made



     “Reserves” means reserves established by Bank from time to time against Eligible Accounts of
Borrowers that Bank may, in its reasonable credit judgment, establish from time to time. Without
limiting the generality of the foregoing, Reserves established to ensure the payment of accrued
Interest Expense or Indebtedness shall be deemed to be a reasonable exercise of Bank’s credit
judgment.



     “Responsible Officer” is any of the Chief Executive Officer, President, and Chief Financial
Officer of each Borrower.



     “Revolving Line” is an Advance or Advances in an aggregate amount of up to $25,000,000
outstanding at any time.



     “Revolving Line Maturity Date” is June 29, 2009.



     “Securities Account” is any “securities account” as defined in the Code with such additions to
such term as may hereafter be made.



     “Securities Pledge Agreement” that certain Securities Pledge Agreement executed and delivered
by Holdings to Bank dated as of the Effective Date.



     “Senior Funded Debt” means, on any day, the principal amount of Indebtedness (other than
Subordinated Debt) that would, under GAAP, be classified as indebtedness on a consolidated balance
sheet of Holdings and its Subsidiaries on such date.



     “Senior Leverage Ratio” is defined in Section 6.9(a).



     “Settlement Date” is defined in Section 2.1.3.



- 38 -









 





     “Shanghai” means Ultra Clean Technology (Shanghai) Co., LTD.



     “Subordinated Debt” is indebtedness incurred by Holdings and its Subsidiaries subordinated to
all of Holdings’ and its Subsidiaries’ now or hereafter indebtedness to Bank (pursuant to a
subordination, intercreditor, or other similar agreement in form and substance satisfactory to Bank
entered into between Bank and the other creditor), on terms acceptable to Bank.



     “Subsidiary” means, with respect to any Person, any Person of which more than 50% of the
voting stock or other equity interests is owned or controlled, directly or indirectly, by such
Person or one or more Affiliates of such Person.



     “Term Loan” is a loan made by Bank pursuant to the terms of Section 2.1.5 hereof.



     “Term Loan Amount” is an aggregate amount equal to $7,500,000 outstanding at any time.



     “Term Loan Maturity Date” is June 29, 2009.



     “Term Loan Payment” is defined in Section 2.1.5(b).



     “Transaction Report” is that certain report in form and substance satisfactory to Bank,
including, without limitation, sales journals, collection journals, and credit memorandum attached
thereto.



     “Transfer” is defined in Section 7.1.



     “Trigger Availability” means the sum of (i) Eligible Accounts multiplied by the advance rate
then in effect as set forth in the definition of Borrowing Base minus (ii) the sum
of all outstanding Obligations to Bank in respect of the Revolving Line, the Term Loan and all
outstanding Letters of Credit, plus (iii) unrestricted cash and Cash Equivalents of Borrowers.



     “Ultra Clean IP Security Agreement” means an Intellectual Property Security Agreement executed
and delivered by Ultra Clean to Bank dated as of the Effective Date.



     “Union Bank Control Agreement” means the Three Party Lockbox and Deposit Account Control
Agreement, of even date herewith, among Union Bank of California, Bank and Borrowers.



[Signature Page Follows]




- 39 -









 





     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the
Effective Date.



BORROWERS:




BOB ACQUISITION INC. (and any successor by merger)

PETE ACQUISITION LLC (to be renamed UCT Sieger Engineering LLC)

ULTRA CLEAN TECHNOLOGY SYSTEMS AND SERVICE, INC.




	 	 	 	 
	 	 
	By:  	/s/ Jack Sexton
 	 
	 	Name:  	Jack Sexton 	 
	 	Title:  	Chief Financial Officer 	 



 









 






	 	 	 	 	 



BANK:




SILICON VALLEY BANK




	 	 	 	 
	 	 
	By:  	/s/ Maria Fischer Leaf
 	 
	 	Name:  	Maria Fischer Leaf 	 
	 	Title:  	Senior Relationship Manager 	 




 












 





EXHIBIT A



The Collateral consists of all of Borrower’s right, title and interest in and to the following
personal property:




     All goods, Accounts (including health-care receivables), Equipment, Inventory, contract rights
or rights to payment of money, leases, license agreements, franchise agreements, General
Intangibles, commercial tort claims, documents, instruments (including any promissory notes),
chattel paper (whether tangible or electronic), cash, deposit accounts, fixtures, letters of credit
rights (whether or not the letter of credit is evidenced by a writing), securities, and all other
investment property, supporting obligations, and financial assets, whether now owned or hereafter
acquired, wherever located; and



     all Borrower’s Books relating to the foregoing, and any and all claims, rights and interests
in any of the above and all substitutions for, additions, attachments, accessories, accessions and
improvements to and replacements, products, proceeds and insurance proceeds of any or all of the
foregoing.



     Notwithstanding the foregoing, the “Collateral” does not include more than 65% of the
presently existing and hereafter arising issued and outstanding shares of capital stock owned by
Borrower of any Foreign Subsidiary which shares entitle the holder thereof to vote for directors or
any other matter.

















 





EXHIBIT B



Loan Payment/Advance Request Form


Deadline for same day processing is Noon P.S.T.
*



	 	 	 	 	 
	Fax To:

	 	Date:
	 	 
	 

	 	 	 	 










LOAN PAYMENT:



[Insert Borrower name]



	 	 	 	 	 
	From Account #

	 	 
	 	          To Account
	 

	 	 	 	 






	 	 	 	 	 	 	 
	#

	 	 
	 	 	 	 
	 	 	 	 	 
	 

	 	 	 	(Deposit Account #)
	 	(Loan Account #)






	 	 	 	 	 
	Principal $

	 	 
	 	          and/or Interest
	 

	 	 	 	 






	 	 	 	 	 
	$

	 	 
	 	 
	 

	 	 	 	 






	 	 	 	 	 	 	 
	Authorized Signature:

	 	 
	 	                    Phone Number:
	 	 
	 

	 	 
	 	 	 	 






	 	 	 	 	 
	Print Name/Title:

	 	 
	 	 
	 

	 	 	 	 





 











Loan Advance:



Complete Outgoing Wire Request section below if all or a portion of the funds from this loan
advance are for an outgoing wire.




	 	 	 	 	 
	From Account #

	 	 
	 	          To Account
	 

	 	 	 	 






	 	 	 	 	 	 	 
	#

	 	 
	 	 	 	 
	 	 	 	 	 
	 

	 	 	 	(Loan Account #)
	 	(Deposit Account #)






	 	 	 	 	 
	Amount of Advance $

	 	 
	 	 
	 

	 	 	 	 





All Borrower’s representations and warranties in the Loan and Security Agreement are true, correct
and complete in all material respects on the date of the request for an advance; provided, however,
that such materiality qualifier shall not be applicable to any representations and warranties that
already are qualified or modified by materiality in the text thereof; and provided, further that
those representations and warranties expressly referring to a specific date shall be true, accurate
and complete in all material respects as of such date:




	 	 	 	 	 	 	 
	Authorized Signature:

	 	 
	 	                    Phone Number:
	 	 
	 

	 	 
	 	 	 	 






	 	 	 	 	 
	Print Name/Title:

	 	 
	 	 
	 

	 	 	 	 





 











Outgoing Wire Request:




Complete only if all or a portion of funds from the loan advance above is to be wired.




Deadline for same day processing is noon, P.S.T.




	 	 	 	 	 	 	 
	Beneficiary Name:

	 	 	 	 	 	 
	 	 	 
	 

	 	 	 	Amount of Wire: $
	 	 
	 

	 	 	 	 	 	 
	Beneficiary Bank:

	 	 	 	 	 	 
	 	 	 
	 

	 	 	 	Account Number: 
	 	 
	 

	 	 	 	 	 	 






	 	 	 	 	 	 	 
	City and State:

	 	 
	 	 	 	 
	 	 	 	 	 






	 	 	 	 	 	 	 	 	 
	Beneficiary Bank Transit (ABA) #:	 	 	 	Beneficiary Bank Code (Swift, Sort, Chip, etc.):	 	 
	 

	 	 	 	 
	 	 	 	 
	 

	 	 	 	 	 	(For International Wire Only)	 	 






      








 




			
	 	 	* Unless otherwise provided for an Advance
bearing interest at LIBOR.





1









 









	 	 	 	 	 	 	 
	Intermediary Bank:

	 	 
	 	          Transit (ABA) #:
	 	 
	 

	 	 
	 	 	 	 
	For Further Credit to:
	 	 	 	 	 	 
	 	 	 
	 
	 	 	 	 	 	 
	Special Instruction:
	 	 	 	 	 	 
	 	 	 





By signing below, I (we) acknowledge and agree that my (our) funds transfer request shall be
processed in accordance with and subject to the terms and conditions set forth in the agreements(s)
covering funds transfer service(s), which agreements(s) were previously received and executed by me (us).




	 	 	 	 	 
	Authorized Signature:

	 	 
	 	          2nd Signature (if required):
	 

	 	 	 	 
	 
	 	 	 	 
	 	 	 






	 	 	 	 	 
	Print Name/Title:

	 	 
	 	          Print Name/Title:
	 

	 	 	 	 
	 
	 	 	 	 
	 	 	 






	 	 	 	 	 	 	 
	Telephone #:

	 	 
	 	          Telephone #:
	 	 
	 

	 	 
	 	 	 	 









2












 





EXHIBIT C



Perfection Certificate Form


PERFECTION CERTIFICATE




	1.	 	The legal name of the [Borrower][Guarantor] is                     . (the “Company”).
	 
	2.	 	The Company was formed on                      in                     as a                     . Since its
formation, the Company has had the following legal names (other than its current legal name):





	 	 	 	 	 
	 

	 	 	 	Date Company’s Name
	 

	 	Prior Name
	 	Was Changed From Such Name
	 
	 	 	 	 







	3.	 	The Company does business under the following trade names:





	 	 	 	 	 
	 

	 	Trade Name
	 	Is This Name Registered?
	 
	 	 	 	 







	4.	 	The Company has the following places of business or has assets located at the following
locations:





	 	 	 	 	 	 	 
	 

	 	Address
	 	Owner of Location
	 	Brief Description of Assets
	 
	 	 	 	 	 	 







	5.	 	The Company owns the following domestic and foreign registered patents and patent
applications:





	 	 	 	 	 	 	 
	 

	 	Title of Patent
	 	Registration/Application No.
	 	Registration/Filing Date
	 
	 	 	 	 	 	 







	6.	 	The Company owns the following domestic and foreign registered and applied for trademarks,
tradenames and service marks:





	 	 	 	 	 	 	 
	 

	 	Trademarks, Tradenames or	 	 	 	 
	 

	 	Service Marks
	 	Registration/Application No.
	 	Registration/Filing Date
	 
	 	 	 	 	 	 






1









 






	7.	 	The Company owns the following domestic and foreign copyrights and copyright registrations:





	 	 	 	 	 	 	 
	 

	 	Description of Copyright
	 	Registration No.
	 	Registration Date
	 
	 	 	 	 	 	 







	8.	 	The Company uses the following material unregistered copyrights in the ordinary course of its
business:
	 
	 	 	Description of Copyright
	 
	9.	 	The following is a complete list of pending and threatened litigation or claims involving
amounts claimed against Company in an indefinite amount or in excess of $50,000 in each case:
	 
	10.	 	The Company’s federal employer I.D. number is:
	 
	11.	 	The Company’s organizational I.D. number is                                                    .
	 
	12.	 	The Company’s assets are subject to the following security interests:





	 	 	 	 	 
	 

	 	Assets
	 	Name and Address of Secured Party
	 
	 	 	 	 







	14.	 	The Company has investments in excess of $50,000 (calculated at the higher of cost or market
value) in equity or debt securities of the following entities (other than subsidiaries):





	 	 	 	 	 
	 

	 	Name of Entity
	 	Nature and Amount of Investment
	 
	 	 	 	 







	15.	 	The Company maintains the following deposit accounts (including demand, time, savings,
passbook or similar accounts):





	 	 	 	 	 	 	 
	 

	 	Name and Address of Depository	 	 	 	 
	 

	 	Institution
	 	Type and Account No.
	 	Account Holder
	 
	 	 	 	 	 	 







	16.	 	The Company beneficially owns “investment property” in the following securities accounts:





	 	 	 	 	 	 	 
	 

	 	Name and Address of Securities	 	 	 	 
	 

	 	Intermediary
	 	Type and Account No.
	 	Account Holder
	 
	 	 	 	 	 	 






2









 






	17.	 	The Company has the following subsidiaries:





	 	 	 	 	 	 	 
	 

	 	 	 	State of Formation or
	 	Percentage Owned by
	 

	 	Name of Subsidiary
	 	Organization
	 	Entity
	 
	 	 	 	 	 	 







	18.	 	True and correct copies of the Company’s organizational/charter documents are attached.





3









 





     The undersigned hereby certifies that the foregoing information contained on this Perfection
Certificate is true and correct in all material respects as of June 29, 2006.



	 	 	 	 	 
	 

	 	 	 	 
	 	 	 
	 
	 	 	 	 
	 

	 	By:
	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 	 	Printed Name:
	 	 	Title:







4












 





FIRST AMENDMENT TO

LOAN AND SECURITY AGREEMENT




     This FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT, dated as of July 1, 2006 (this
“Amendment”), is by and among ULTRA CLEAN TECHNOLOGY SYSTEMS AND SERVICE, INC., a California
company (“Ultra Clean”) and UCT SIEGER ENGINEERING LLC (f/k/a Pete Acquisition LLC), a Delaware
limited liability company (“Sieger” and Ultra Clean, each a “Borrower” and collectively, the
“Borrowers”) and SILICON VALLEY BANK, a California corporation (the “Bank”).



     WHEREAS, the Borrowers and the Bank are parties to a certain Loan and Security Agreement,
dated as of June 29, 2006, and as amended and in effect from time to time, the “Loan Agreement”);



     WHEREAS, the Borrowers and the Bank desire to amend the Loan Agreement as provided herein;



     NOW THEREFORE, in consideration of the mutual agreements contained in the Loan Agreement and
herein and for other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto hereby agree as follows:



     §1. Defined Terms. Terms not otherwise defined herein which are defined in the Loan Agreement
shall have the same respective meanings herein as therein.



     §2. Amendments to
the Loan Agreement. The Loan Agreement is hereby amended as follows:



     (a) Section 6.8(a) of the Loan Agreement is amended by deleting the words “Within fifteen (15)
Business Days of the Effective Date” and replacing them with the words “On or before October 1,
2006 or as soon as reasonably practical thereafter”.



     (b) Section 6.9(c) of the Loan Agreement is amended by adding the following new sentence at
the end thereof:




     “Notwithstanding the foregoing, if the amount equal to the Borrowing Base minus all
outstanding Credit Extensions is greater than the Committed Availability, such amount shall
be used in place of the Committed Availability solely for purposes of determining compliance
with the financial covenant set forth in this Section 6.9(c) at all times for the period
from and after July 1, 2006 through and until January 31, 2007.”



     (c) Section 8.2(a) of the Loan Agreement is amended by deleting the reference to Section “6.8”
and replacing it with a reference to Sections “6.8(b)-(d)”.



     §3. Conditions to Effectiveness. This Amendment shall be deemed to be
effective as of July 1, 2006, upon receipt by the Bank of a counterpart signature page to this
Amendment duly executed and delivered by the Borrowers and the Bank.



 









 





     §4. Representations and Warranties. Each of the Borrowers hereby
represents and warrants to the Bank as follows:




     (a) Representation
and Warranties in the Loan Agreement. The representations and
warranties of each of the Borrowers contained in the Loan Agreement were true and correct in
all material respects as of the date when made and continue to be true and correct in all
material respects on the date hereof, except to the extent of changes resulting from
transactions or events contemplated or permitted by the Loan Agreement and the other Loan
Documents and changes occurring in the ordinary course of business that singly or in the
aggregate are not materially adverse to the Borrowers, or to the extent that such
representations and warranties relate expressly to an earlier date.




     (b) Ratification, Etc. Except as expressly amended or waived hereby,
the Loan Agreement, the other Loan Documents and all documents, instruments and agreements
related thereto, are hereby ratified and confirmed in all respects and shall continue in
full force and effect. The Loan Agreement, together with this Amendment, shall be read and
construed as a single agreement. All references in the Loan Documents to the Loan Agreement
shall hereafter refer to the Loan Agreement or any other Loan Document as amended hereby.




     (c) Authority, Etc. The execution and delivery by the Borrowers of this Amendment and
the performance by the Borrowers of all of their respective agreements and obligations under
the Loan Agreement and the other Loan Documents as amended hereby are within the corporate
authority of each such Borrower and have been duly authorized by all necessary corporate
action on the part of such Borrower.




     (d) Enforceability of Obligations. This Amendment and the Loan
Agreement and the other Loan Documents as amended hereby constitute the legal, valid and
binding obligations of the Borrowers enforceable against each of the Borrowers in accordance
with their terms, except as enforceability is limited by bankruptcy, insolvency,
reorganization, moratorium or other laws relating to or affecting generally the enforcement
of, creditors’ rights and except to the extent that availability of the remedy of specific
performance or injunctive relief is subject to the discretion of the court before which any
proceeding therefor may be brought.




     (e) No Default. No Default or Event of Default has occurred and is
continuing.



     §5. No Other Amendments. Except as expressly provided in this
Amendment, all of the terms and conditions of the Loan Agreement and the other Loan Documents
remain in full force and effect. Nothing contained in this Amendment shall in any way prejudice,
impair or effect any rights or remedies of the Bank or the Borrowers under the Loan Agreement or
the other Loan Documents.



     §6. Execution in Counterparts. This Amendment may be executed in any
number of counterparts, each of which shall be deemed an original, but which together shall
constitute one instrument.



     §7. Bank Expenses. Borrowers shall jointly and severally pay to Bank all Bank
Expenses (including reasonable attorneys’ fees and expenses, plus expenses, for documentation and
negotiation of this Amendment.



     §8. Miscellaneous. THIS AMENDMENT SHALL BE DEEMED TO BE A CONTRACT UNDER THE LAWS OF
THE STATE OF CALIFORNIA AND SHALL FOR ALL



2









 







PURPOSES BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF CALIFORNIA
(EXCLUDING THE LAWS APPLICABLE TO CONFLICTS OR CHOICE OF LAW). The captions in this Amendment are
for convenience of reference only and shall not define or limit the provisions hereof.



[Remainder of page intentionally left blank.]




3









 








     IN WITNESS WHEREOF, the parties hereto have executed this Amendment as a document under seal
as of the date first above written.



	 	 	 	 	 	 	 
	     ULTRA CLEAN TECHNOLOGY SYSTEMS AND SERVICE, INC.
	     UCT SIEGER ENGINEERING LLC
	    

	 	 	 	 	 	    
	 
	 	 	 	 	 	 
	     By:	 	/s/ Jack Sexton	 	 
	 	 	 	 	 
	     Name:	 	Jack Sexton	 	 
	     Title:	 	Chief Financial Officer	 	 
	   

	 	 	 	 	 	   
	 
	 	 	 	 	 	 
	     SILICON VALLEY BANK
	    

	 	 	 	 	 	    
	 
	 	 	 	 	 	 
	     By:	 	/s/ Maria Fischer Leaf	 	 
	 	 	 	 	 
	     Name:	 	Maria Fischer Leaf	 	 
	     Title:	 	Senior Relationship Manager	 	 






 









 





RATIFICATION OF GUARANTY




     The undersigned Guarantor hereby acknowledges and consents to the foregoing Amendment as of
July 1, 2006, and agrees that the Guaranty of such Guarantor in favor of the Bank and all other
Loan Documents to which the Guarantor is a party remains in full force and effect, and the
Guarantor confirms and ratifies all of its obligations thereunder.



	 	 	 	 	 	 	 
	     ULTRA CLEAN HOLDINGS, INC.,

	     a Delaware corporation
	    

	 	 	 	 	 	    
	 
	 	 	 	 	 	 
	     By:	 	/s/ Jack Sexton	 	 
	 	 	 	 	 
	     Name:	 	Jack Sexton	 	 
	     Title:	 	Chief Financial Officer	 	 







 












 





SECOND AMENDMENT TO

LOAN AND SECURITY AGREEMENT




     This
SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT, dated as of May 11, 2007 (this
“Amendment”), is by and among ULTRA CLEAN TECHNOLOGY SYSTEMS AND SERVICE, INC., a California
company (“Ultra Clean”) and UCT SIEGER ENGINEERING LLC (f/k/a Pete Acquisition LLC), a Delaware
limited liability company (“Sieger” and Ultra Clean, each a “Borrower” and collectively, the
“Borrowers”) and SILICON VALLEY BANK, a California corporation (the “Bank”).



     WHEREAS, the Borrowers and the Bank are parties to a certain Loan and Security Agreement,
dated as of June 29, 2006, and as amended and in effect from time to time, the “Loan Agreement”);



     WHEREAS, the Borrowers and the Bank desire to amend the Loan Agreement as provided herein;



     NOW THEREFORE, in consideration of the mutual agreements contained in the Loan Agreement and
herein and for other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto hereby agree as follows:



     §1. Defined Terms. Terms not otherwise defined herein which are defined in the Loan
Agreement shall have the same respective meanings herein as therein.



     §2. Amendments to the Loan Agreement. The Loan Agreement is hereby amended as
follows:




     (a) Section 7.1 of the Loan Agreement is amended by deleting clause (f) of such Section
7.1 and substituting the following therefore:




(f) Transfers to another Borrower or their respective Subsidiaries, or to Shanghai
provided that any such Transfers to Shanghai shall be upon fair and reasonable terms
that are no less favorable to Borrowers than would be obtained in an arm’s length
transaction with a non-affiliated Person and shall not exceed, in the aggregate,
$1,000,000 (in cash plus Equipment) during the term of this Agreement;
provided, however, the one time Transfer during the Borrowers’
second fiscal quarter of 2007 by Sieger of up to $850,000 of used Equipment to Ultra
Clean Micro-Electronics Equipment (Shanghai) Co., Ltd. shall not be subject to or
part of the foregoing $1,000,000 limitation.




     (b) Section 7.7 of the Loan Agreement is amended by deleting clause (a) (vii) of such
Section 7.7 and substituting the following therefor.




(vii) So long as no Default or Event of Default shall have occurred and be
continuing or would result therefrom, make Restricted Payments to Holdings solely
for the purpose of making Investments by Holdings in Shanghai that do not exceed
$1,000,000 (in cash plus Equipment) per annum; provided,
however, the one time Transfer during the Borrowers’ second fiscal quarter
of 2007 by Sieger of up to $850,000 of used Equipment to Ultra Clean
Micro-Electronics Equipment (Shanghai) Co., Ltd. shall not be subject to or part of
the foregoing $1,000,000 limitation.




     (c) Section 13.1 of the Loan Agreement is amended as follows:



 









 







     (i) the definition of “Permitted Investments” set forth in such Section 13.1 is
amended by deleting cause (f) of such definition and substituting the following
therefor:




(f) provided that any such Investments in Shanghai shall be upon fair and
reasonable terms that are no less favorable to Borrowers than would be obtained in
an arm’s length transaction with a non-affiliated Person or shall not exceed, in the
aggregate, $1,000,000 in cash and Equipment during the term of this Agreement;
provided, however, the one time Transfer during the Borrowers’
second fiscal quarter of 2007 by Sieger of up to $850,000 of used Equipment to Ultra
Clean Micro-Electronics Equipment (Shanghai) Co., Ltd. shall not be subject to or
part of the foregoing $1,000,000 limitation.




     (ii) the definition of “Shanghai” set forth in such Section 13.1 is amended by
deleting such definition in its entirety and substituting the following therefor:




“Shanghai” means, collectively, Ultra Clean Technology (Shanghai) Co., Ltd. and
Ultra Clean Micro-Electronics Equipment (Shanghai) Co., Ltd.



     §3. Conditions to Effectiveness. This Amendment shall be deemed to be effective as of
May 11, 2007, upon receipt by the Bank of a counterpart signature page to this Amendment duly
executed and delivered by the Borrowers and the Bank.



     §4. Representations and Warranties. Each of the Borrowers hereby represents and
warrants to the Bank as follows:




     (a) Representation and Warranties in the Loan Agreement. The representations
and warranties of each of the Borrowers contained in the Loan Agreement were true and
correct in all material respects as of the date when made and continue to be true and
correct in all material respects on the date hereof, except to the extent of changes
resulting from transactions or events contemplated or permitted by the Loan Agreement and
the other Loan Documents and changes occurring in the ordinary course of business that
singly or in the aggregate are not materially adverse to the Borrowers, or to the extent
that such representations and warranties relate expressly to an earlier date.




     (b) Ratification, Etc. Except as expressly amended or waived hereby, the Loan
Agreement, the other Loan Documents and all documents, instruments and agreements related
thereto, are hereby ratified and confirmed in all respects and shall continue in full force
and effect. The Loan Agreement, together with this Amendment, shall be read and construed
as a single agreement. All references in the Loan Documents to the Loan Agreement shall
hereafter refer to the Loan Agreement or any other Loan Document as amended hereby.




     (c) Authority, Etc. The execution and delivery by the Borrowers of this
Amendment and the performance by the Borrowers of all of their respective agreements and
obligations under the Loan Agreement and the other Loan Documents as amended hereby are
within the corporate authority of each such Borrower and have been duly authorized by all
necessary corporate action on the part of such Borrower.




     (d) Enforceability of Obligations. This Amendment and the Loan Agreement and
the other Loan Documents as amended hereby constitute the legal, valid and binding
obligations of the Borrowers enforceable against each of the Borrowers in accordance with
their terms, except as enforceability is limited by bankruptcy, insolvency, reorganization,
moratorium or other laws relating to or affecting generally the enforcement of, creditors’
rights and except to the



- 2 -









 







extent that availability of the remedy of specific performance or injunctive relief is
subject to the discretion of the court before which any proceeding therefor may be brought.




     (e) No Default. No Default or Event of Default has occurred and is continuing.



     §5. No Other Amendments. Except as expressly provided in this Amendment, all of the
terms and conditions of the Loan Agreement and the other Loan Documents remain in full force and
effect. Nothing contained in this Amendment shall in any way prejudice, impair or effect any
rights or remedies of the Bank or the Borrowers under the Loan Agreement or the other Loan
Documents.



     §6. Execution in Counterparts. This Amendment may be executed in any number of
counterparts, each of which shall be deemed an original, but which together shall constitute one
instrument.



     §7. Bank Expenses. Borrowers shall jointly and severally pay to Bank all Bank
Expenses (including reasonable attorneys’ fees and expenses, plus expenses, for documentation and
negotiation of this Amendment.



     §8. Miscellaneous. THIS AMENDMENT SHALL BE DEEMED TO BE A CONTRACT UNDER THE LAWS OF
THE STATE OF CALIFORNIA AND SHALL FOR ALL PURPOSES BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY
THE LAWS OF THE STATE OF CALIFORNIA (EXCLUDING THE LAWS APPLICABLE TO CONFLICTS OR CHOICE OF LAW).
The captions in this Amendment are for convenience of reference only and shall not define or limit
the provisions hereof.



[Remainder of page intentionally left blank.]




- 3 -









 





     IN WITNESS WHEREOF, the parties hereto have executed this Amendment as a document under seal
as of the date first above written.



	 	 	 	 	 	 	 
	     ULTRA CLEAN TECHNOLOGY SYSTEMS AND SERVICE, INC.
	     UCT SIEGER ENGINEERING LLC
	    

	 	 	 	 	 	    
	 
	 	 	 	 	 	 
	     By:	 	/s/ Jack Sexton	 	 
	 	 	 	 	 
	     Name:	 	Jack Sexton	 	 
	     Title:	 	Chief Financial Officer	 	 
	    

	 	 	 	 	 	    
	 
	 	 	 	 	 	 
	     SILICON VALLEY BANK
	    

	 	 	 	 	 	    
	 
	 	 	 	 	 	 
	     By:	 	/s/ Jean Lee	 	 
	 	 	 	 	 
	     Name:	 	Jean Lee	 	 
	     Title:	 	Relationship Manager	 	 






 









 





RATIFICATION OF GUARANTY




     The undersigned Guarantor hereby acknowledges and consents to the foregoing Amendment as of
May 11, 2007, and agrees that the Guaranty of such Guarantor in favor of the Bank and all other
Loan Documents to which the Guarantor is a party remains in full force and effect, and the
Guarantor confirms and ratifies all of its obligations thereunder.



	 	 	 	 	 	 	 
	     ULTRA CLEAN HOLDINGS, INC.,
	     a Delaware corporation
	    

	 	 	 	 	 	    
	 
	 	 	 	 	 	 
	     By:	 	/s/ Jack Sexton	 	 
	 	 	 	 	 
	     Name:	 	Jack Sexton	 	 
	     Title:	 	Chief Financial Officer	 	 







 












 





THIRD AMENDMENT TO

LOAN AND SECURITY AGREEMENT




     This THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENT, dated as of July 28, 2008 (this
“Amendment”), is by and among ULTRA CLEAN TECHNOLOGY SYSTEMS AND SERVICE, INC., a California
company (“Ultra Clean”) and UCT SIEGER ENGINEERING LLC (f/k/a Pete Acquisition LLC), a Delaware
limited liability company (“Sieger” and Ultra Clean, each a “Borrower” and collectively, the
“Borrowers”) and SILICON VALLEY BANK, a California corporation (the “Bank”).



     WHEREAS, the Borrowers and the Bank are parties to a certain Loan and Security Agreement,
dated as of June 29, 2006 (as amended and in effect from time to time, the “Loan Agreement”);



     WHEREAS, the Borrowers and the Bank desire to amend the Loan Agreement as provided herein;



     NOW THEREFORE, in consideration of the mutual agreements contained in the Loan Agreement and
herein and for other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto hereby agree as follows:



     §1. Defined Terms. Terms not otherwise defined herein which are defined in the Loan
Agreement shall have the same respective meanings herein as therein.



     §2. Amendment to the Loan Agreement. Section 7.7(a) of the Loan Agreement is hereby
amended by deleting clause (v) thereof and substituting the following therefor:




(v) so long as no Default or Event of Default shall have occurred and be continuing or would
result therefrom, each Borrower or any of its Subsidiaries may make Restricted Payments to
Holdings to permit Holdings to (A) purchase or redeem its stock in connection with and
pursuant to the terms of employee benefit and stock option plans, in an amount not exceed,
in the aggregate, $500,000 during the term of this Agreement, (B) purchase or redeem its
stock in an amount not to exceed $10,000,000 in the aggregate prior to June 30, 2009, and (C) pay income taxes, franchise fees and other fees
required to maintain its existence and provide for other operating costs;



     §3. Conditions to Effectiveness. This Amendment shall be deemed to be effective as of
July 28, 2008, upon receipt by the Bank of a counterpart signature page to this Amendment duly
executed and delivered by the Borrowers and the Bank.



     §4. Representations and Warranties. Each of the Borrowers hereby represents and
warrants to the Bank as follows:




(a) Representation and Warranties in the Loan Agreement. The representations
and warranties of each of the Borrowers contained in the Loan Agreement were true and
correct in all material respects as of the date when made and continue to be true and
correct in all material respects on the date hereof, except to the extent of changes
resulting from transactions or events contemplated or permitted by the Loan Agreement and
the other Loan Documents and changes occurring in the ordinary course of business that
singly or in the aggregate are not materially adverse to the Borrowers, or to the extent
that such representations and warranties relate expressly to an earlier date.



 









 







(b) Ratification, Etc. Except as expressly amended or waived hereby, the Loan
Agreement, the other Loan Documents and all documents, instruments and agreements related
thereto, are hereby ratified and confirmed in all respects and shall continue in full force
and effect. The Loan Agreement, together with this Amendment, shall be read and construed
as a single agreement. All references in the Loan Documents to the Loan Agreement shall
hereafter refer to the Loan Agreement or any other Loan Document as amended hereby.




(c) Authority, Etc. The execution and delivery by the Borrowers of this
Amendment and the performance by the Borrowers of all of their respective agreements and
obligations under the Loan Agreement and the other Loan Documents as amended hereby are
within the corporate authority of each such Borrower and have been duly authorized by all
necessary corporate action on the part of such Borrower.




(d) Enforceability of Obligations. This Amendment and the Loan Agreement and
the other Loan Documents as amended hereby constitute the legal, valid and binding
obligations of the Borrowers enforceable against each of the Borrowers in accordance with
their terms, except as enforceability is limited by bankruptcy, insolvency, reorganization,
moratorium or other laws relating to or affecting generally the enforcement of, creditors’
rights and except to the extent that availability of the remedy of specific performance or
injunctive relief is subject to the discretion of the court before which any proceeding
therefor may be brought.




(e) No Default. No Default or Event of Default has occurred and is continuing.



     §5. No Other Amendments. Except as expressly provided in this Amendment, all of the
terms and conditions of the Loan Agreement and the other Loan Documents remain in full force and
effect. Nothing contained in this Amendment shall in any way prejudice, impair or effect any
rights or remedies of the Bank or the Borrowers under the Loan Agreement or the other Loan
Documents.



     §6. Execution in Counterparts. This Amendment may be executed in any number of
counterparts, each of which shall be deemed an original, but which together shall constitute one
instrument.



     §7. Bank Expenses. Borrowers shall jointly and severally pay to Bank all Bank
Expenses (including reasonable attorneys’ fees and expenses), plus expenses, for documentation and
negotiation of this Amendment.



     §8. Miscellaneous. THIS AMENDMENT SHALL BE DEEMED TO BE A CONTRACT UNDER THE LAWS OF
THE STATE OF CALIFORNIA AND SHALL FOR ALL PURPOSES BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY
THE LAWS OF THE STATE OF CALIFORNIA (EXCLUDING THE LAWS APPLICABLE TO CONFLICTS OR CHOICE OF LAW).
The captions in this Amendment are for convenience of reference only and shall not define or limit
the provisions hereof.



[Remainder of page intentionally left blank.]



- 2 -










 





     IN WITNESS WHEREOF, the parties hereto have executed this Amendment as a document under seal
as of the date first above written.



	 	 	 	 	 
	 	ULTRA CLEAN TECHNOLOGY SYSTEMS AND SERVICE, INC.

UCT SIEGER ENGINEERING LLC

 
	 	By:  	/s/ Jack Sexton
 	 
	 	 	Name:  	Jack Sexton 	 
	 	 	Title:  	Chief Financial Officer 	 
	 
	 	SILICON VALLEY BANK

 	 
	 	By:  	/s/ Jean Lee
 	 
	 	 	Name:  	Jean Lee 	 
	 	 	Title:  	Relationship Manager 	 



 









 







RATIFICATION OF GUARANTY





     The undersigned Guarantor hereby acknowledges and consents to the foregoing Amendment as of
July 28, 2008, and agrees that the Guaranty of such Guarantor in favor of the Bank and all other
Loan Documents to which the Guarantor is a party remains in full force and effect, and the
Guarantor confirms and ratifies all of its obligations thereunder.



	 	 	 	 	 
	 	ULTRA CLEAN HOLDINGS, INC.,

a Delaware corporation

 	 
	 	By:  	/s/ Jack Sexton
 	 
	 	 	Name:  	Jack Sexton 	 
	 	 	Title:  	Chief Financial Officer 	 
	 




 












 





FOURTH AMENDMENT AND WAIVER TO

LOAN AND SECURITY AGREEMENT




     This
FOURTH AMENDMENT AND WAIVER TO LOAN AND SECURITY AGREEMENT, dated as
of October 15,
2008 (this “Amendment”), is by and among ULTRA CLEAN TECHNOLOGY SYSTEMS AND SERVICE, INC., a
California company (“Ultra Clean”) and UCT SIEGER ENGINEERING LLC (f/k/a Pete Acquisition LLC), a
Delaware limited liability company (“Sieger” and Ultra Clean, each a “Borrower” and collectively,
the “Borrowers”) and SILICON VALLEY BANK, a California corporation (the “Bank”).



     WHEREAS, the Borrowers and the Bank are parties to a certain Loan and Security Agreement,
dated as of June 29, 2006 (as amended and in effect from time to time, the “Loan Agreement”);



     WHEREAS, the Borrowers have advised the Bank that they anticipate that they will not be able
to comply with the covenants contained in Section 6.9 of the Loan Agreement for the fiscal quarter
ending September 30, 2008 and acknowledge that such non-compliance shall constitute Events of
Default under Section 8 of the Loan Agreement (all such anticipated Events of Default hereinafter
referred to as the “Specified Defaults”);



     WHEREAS, the Borrowers have requested that the Bank waive the Specified Defaults and amend
certain provisions of the Loan Agreement and the Bank has agreed to waive such Specified Defaults
and amend such provisions;



     NOW THEREFORE, in consideration of the mutual agreements contained in the Loan Agreement and
herein and for other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto hereby agree as follows:



     §1. Defined Terms. Terms not otherwise defined herein which are defined in the Loan
Agreement shall have the same respective meanings herein as therein.



     §2. Waiver of Specified Defaults. Subject to the satisfaction of the conditions to
effectiveness in Section 4 hereof, the Bank hereby waives the Specified Defaults.



     §3. Amendments to the Loan Agreement. The Loan Agreement is hereby amended as
follows:



     3.1 Section 6.9(a) of the Loan Agreement is hereby amended by adding the following new
sentence at the end of such Section 6.9(a):




“Notwithstanding anything to the contrary contained in this Section 6.9(a), solely for the
fiscal quarters ending December 31, 2008, March 31, 2009 and June 31, 2009,the Borrower
shall not be required to comply with the ratio of Senior Funded Debt to EBITDA as set forth
herein.”



     3.2 Section 6.9(b) of the Loan Agreement is hereby amended by adding the following new
sentence at the end of such Section 6.9(b):




“Notwithstanding anything to the contrary contained in this Section 6.9(b), solely for the
fiscal quarters ending December 31, 2008, March 31, 2009 and June 31, 2009,the Borrower
shall not be required to comply with the ratio of EBITDA to Fixed Charges as set forth
herein.”



 









 







     3.3 Section 6.9(c) of the Loan Agreement is hereby amended by deleting Section 6.9(c) in its
entirety and substituting the following in lieu thereof:




“(c) Liquidity. Borrowers’ unrestricted cash and Cash Equivalents plus the
Committed Availability of at least $5,000,000; provided, however, that
solely for the fiscal quarters ending September 30, 2008, December 31, 2008, March 31, 2009
and June 31, 2009, the Borrowers’ unrestricted cash and Cash Equivalents plus the Committed
Availability shall be at least $15,000,000.”



     3.4 Section 6.9 of the Loan Agreement is hereby amended by adding the following new Section
6.9(d):




“(d) Minimum EBITDA. Solely for the fiscal quarters ending September 30, 2008,
December 31, 2008, March 31, 2009 and June 31, 2009, EBITDA of not less than the following
levels:



	 	 	 
	Fiscal Quarter ending:	 	EBITDA
	September 30, 2008
	 	($1,450,000)
	December 31, 2008
	 	($2,400,000)
	March 31, 2009
	 	$1
	June 31, 2009
	 	$1






     §4. Conditions to Effectiveness. This Amendment shall be deemed to be effective as of
October 15, 2008, upon (i) receipt by the Bank of a counterpart signature page to this Amendment
duly executed and delivered by the Borrowers and the Bank and (ii) the Borrowers shall have paid
the Bank an amendment fee in the amount of $5,000.



     §5. Representations and Warranties. Each of the Borrowers hereby represents and
warrants to the Bank as follows:




     (a) Representation and Warranties in the Loan Agreement. The representations
and warranties of each of the Borrowers contained in the Loan Agreement were true and
correct in all material respects as of the date when made and continue to be true and
correct in all material respects on the date hereof, except to the extent of changes
resulting from transactions or events contemplated or permitted by the Loan Agreement and
the other Loan Documents and changes occurring in the ordinary course of business that
singly or in the aggregate are not materially adverse to the Borrowers, or to the extent
that such representations and warranties relate expressly to an earlier date.




     (b) Ratification, Etc. Except as expressly amended or waived hereby, the Loan
Agreement, the other Loan Documents and all documents, instruments and agreements related
thereto, are hereby ratified and confirmed in all respects and shall continue in full force
and effect. The Loan Agreement, together with this Amendment, shall be read and construed
as a single agreement. All references in the Loan Documents to the Loan Agreement shall
hereafter refer to the Loan Agreement or any other Loan Document as amended hereby.



- 2 -









 







     (c) Authority, Etc. The execution and delivery by the Borrowers of this
Amendment and the performance by the Borrowers of all of their respective agreements and
obligations under the Loan Agreement and the other Loan Documents as amended hereby are
within the corporate authority of each such Borrower and have been duly authorized by all
necessary corporate action on the part of such Borrower.




     (d) Enforceability of Obligations. This Amendment and the Loan Agreement and
the other Loan Documents as amended hereby constitute the legal, valid and binding
obligations of the Borrowers enforceable against each of the Borrowers in accordance with
their terms, except as enforceability is limited by bankruptcy, insolvency, reorganization,
moratorium or other laws relating to or affecting generally the enforcement of, creditors’
rights and except to the extent that availability of the remedy of specific performance or
injunctive relief is subject to the discretion of the court before which any proceeding
therefor may be brought.




     (e) No Default. Other than with respect to the Specified Defaults, no Default
or Event of Default has occurred and is continuing.



     §6. No Other Amendments. Except as expressly provided in this Amendment, all of the
terms and conditions of the Loan Agreement and the other Loan Documents remain in full force and
effect. Nothing contained in this Amendment shall in any way prejudice, impair or effect any
rights or remedies of the Bank or the Borrowers under the Loan Agreement or the other Loan
Documents.



     §7. Execution in Counterparts. This Amendment may be executed in any number of
counterparts, each of which shall be deemed an original, but which together shall constitute one
instrument.



     §8. Bank Expenses. Borrowers shall jointly and severally pay to Bank all Bank
Expenses (including reasonable attorneys’ fees and expenses), plus expenses, for documentation and
negotiation of this Amendment.



     §9. Miscellaneous. THIS AMENDMENT SHALL BE DEEMED TO BE A CONTRACT UNDER THE LAWS OF
THE STATE OF CALIFORNIA AND SHALL FOR ALL PURPOSES BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY
THE LAWS OF THE STATE OF CALIFORNIA (EXCLUDING THE LAWS APPLICABLE TO CONFLICTS OR CHOICE OF LAW).
The captions in this Amendment are for convenience of reference only and shall not define or limit
the provisions hereof.



[Remainder of page intentionally left blank.]




- 3 -









 





     IN WITNESS WHEREOF, the parties hereto have executed this Amendment as a document under seal
as of the date first above written.



	 	 	 	 	 	 	 
	     ULTRA CLEAN TECHNOLOGY SYSTEMS AND SERVICE, INC.
	     UCT SIEGER ENGINEERING LLC
	    

	 	 	 	 	 	    
	 
	 	 	 	 	 	 
	     By:	 	/s/ Jack Sexton	 	 
	 	 	 	 	 
	     Name:	 	Jack Sexton	 	 
	     Title:	 	Chief Financial Officer	 	 
	   

	 	 	 	 	 	   
	 
	 	 	 	 	 	 
	     SILICON VALLEY BANK
	    

	 	 	 	 	 	    
	 
	 	 	 	 	 	 
	     By:	 	/s/ Jean Lee	 	 
	 	 	 	 	 
	     Name:	 	Jean Lee	 	 
	     Title:	 	Relationship Manager	 	 






 









 





RATIFICATION OF GUARANTY




     The undersigned Guarantor hereby acknowledges and consents to the foregoing Amendment as of
October 15, 2008, and agrees that the Guaranty of such Guarantor in favor of the Bank and all
other Loan Documents to which the Guarantor is a party remains in full force and effect, and the
Guarantor confirms and ratifies all of its obligations thereunder.



	 	 	 	 	 	 	 
	     ULTRA CLEAN HOLDINGS, INC.,
	     a Delaware corporation
	    

	 	 	 	 	 	    
	 
	 	 	 	 	 	 
	     By:	 	/s/ Jack Sexton	 	 
	 	 	 	 	 
	     Name:	 	Jack Sexton	 	 
	     Title:	 	Chief Financial Officer	 	 







 












 





FIFTH AMENDMENT AND WAIVER TO

LOAN AND SECURITY AGREEMENT




     This FIFTH AMENDMENT AND WAIVER TO LOAN AND SECURITY AGREEMENT, dated as of December 30, 2008
(this “Amendment”), is by and among ULTRA CLEAN TECHNOLOGY SYSTEMS AND SERVICE, INC., a California
company (“Ultra Clean”) and UCT SIEGER ENGINEERING LLC (f/k/a Pete Acquisition LLC), a Delaware
limited liability company (“Sieger” and Ultra Clean, each a “Borrower” and collectively, the
“Borrowers”) and SILICON VALLEY BANK, a California corporation (the “Bank”).



     WHEREAS, the Borrowers and the Bank are parties to a certain Loan and Security Agreement,
dated as of June 29, 2006 (as amended and in effect from time to time, the “Loan Agreement”);



     WHEREAS, the Borrowers have advised the Bank that they were not be able to comply with the
covenant contained in Section 6.9(c) of the Loan Agreement for the month ending October 30, 2008
and acknowledge that such non-compliance shall constitute an Event of Default under Section 8 of
the Loan Agreement (such anticipated Event of Default hereinafter referred to as the “Specified
Default”);



     WHEREAS, the Borrowers have requested that the Bank waive the Specified Default and amend
certain provisions of the Loan Agreement and the Bank has agreed to waive such Specified Defaults
and amend such provisions;



     NOW THEREFORE, in consideration of the mutual agreements contained in the Loan Agreement and
herein and for other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto hereby agree as follows:



     §1. Defined Terms. Terms not otherwise defined herein which are defined in the Loan
Agreement shall have the same respective meanings herein as therein.



     §2. Waiver of Specified Defaults. Subject to the satisfaction of the conditions to
effectiveness in Section 4 hereof, the Bank hereby waives the Specified Default. Nothing contained
in this waiver shall be construed to imply a willingness on the part of the Bank to grant any
similar or other future waivers of any of the terms and conditions of the Loan Agreement or the
other Loan Documents.



     §3. Amendments to the Loan Agreement. The Loan Agreement is hereby amended as
follows:



     3.1 Section 13.1 of the Loan Agreement is hereby amended by deleting the definition of
“Borrowing Base” set forth Section 13.1 in its entirety and substituting the following in lieu
thereof:




“Borrowing Base” is 80% of Eligible Accounts plus Deposit Backed Accounts
less Reserves as determined by Bank from Borrowers’ most recent Transaction Report;
provided, however, that Bank may decrease the foregoing percentage in its good faith
business judgment based on events, conditions, contingencies, or risks which, as determined
by Bank, may adversely affect Collateral.



     3.2 Section 13.1 of the Loan Agreement is hereby further amended by adding the following new
definition of “Deposit Backed Accounts” to such Section 13.1 in the appropriate alphabetical order:




“Deposit Backed Accounts” are up to $5,000,000 of ineligible Accounts (for purposes of the
Borrowing Base), provided that at least an equal Dollar amount is deposited and
maintained by









 






the Borrowers or an Affiliate of the Borrowers acceptable to the Bank in a restricted
Deposit Account with the Bank. Any withdrawal from such restricted Deposit Account will
automatically result in an equal Dollar reduction in Deposit Backed Accounts.



     §4. Conditions to Effectiveness. This Amendment shall be deemed to be effective as of
December 30, 2008, upon (i) receipt by the Bank of a counterpart signature page to this Amendment
duly executed and delivered by the Borrowers and the Bank and (ii) the Borrowers or an Affiliate of
the Borrowers acceptable to the Bank having established a restricted Deposit Account with the Bank.



     §5. Representations and Warranties. Each of the Borrowers hereby represents and
warrants to the Bank as follows:




     (a) Representation and Warranties in the Loan Agreement. The representations
and warranties of each of the Borrowers contained in the Loan Agreement were true and
correct in all material respects as of the date when made and continue to be true and
correct in all material respects on the date hereof, except to the extent of changes
resulting from transactions or events contemplated or permitted by the Loan Agreement and
the other Loan Documents and changes occurring in the ordinary course of business that
singly or in the aggregate are not materially adverse to the Borrowers, or to the extent
that such representations and warranties relate expressly to an earlier date.




     (b) Ratification, Etc. Except as expressly amended or waived hereby, the Loan
Agreement, the other Loan Documents and all documents, instruments and agreements related
thereto, are hereby ratified and confirmed in all respects and shall continue in full force
and effect. The Loan Agreement, together with this Amendment, shall be read and construed
as a single agreement. All references in the Loan Documents to the Loan Agreement shall
hereafter refer to the Loan Agreement or any other Loan Document as amended hereby.




     (c) Authority, Etc. The execution and delivery by the Borrowers of this
Amendment and the performance by the Borrowers of all of their respective agreements and
obligations under the Loan Agreement and the other Loan Documents as amended hereby are
within the corporate authority of each such Borrower and have been duly authorized by all
necessary corporate action on the part of such Borrower.




     (d) Enforceability of Obligations. This Amendment and the Loan Agreement and
the other Loan Documents as amended hereby constitute the legal, valid and binding
obligations of the Borrowers enforceable against each of the Borrowers in accordance with
their terms, except as enforceability is limited by bankruptcy, insolvency, reorganization,
moratorium or other laws relating to or affecting generally the enforcement of, creditors’
rights and except to the extent that availability of the remedy of specific performance or
injunctive relief is subject to the discretion of the court before which any proceeding
therefor may be brought.




     (e) No Default. Other than with respect to the Specified Default, no Default
or Event of Default has occurred and is continuing.



     §6. No Other Amendments. Except as expressly provided in this Amendment, all of the
terms and conditions of the Loan Agreement and the other Loan Documents remain in full force and
effect. Nothing contained in this Amendment shall in any way prejudice, impair or effect any
rights or remedies of the Bank or the Borrowers under the Loan Agreement or the other Loan
Documents.



-2-








 





     §7. Execution in Counterparts. This Amendment may be executed in any number of
counterparts, each of which shall be deemed an original, but which together shall constitute one
instrument.



     §8. Bank Expenses. Borrowers shall jointly and severally pay to Bank all Bank
Expenses (including reasonable attorneys’ fees and expenses), plus expenses, for documentation and
negotiation of this Amendment.



     §9. Miscellaneous. THIS AMENDMENT SHALL BE DEEMED TO BE A CONTRACT UNDER THE LAWS OF
THE STATE OF CALIFORNIA AND SHALL FOR ALL PURPOSES BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY
THE LAWS OF THE STATE OF CALIFORNIA (EXCLUDING THE LAWS APPLICABLE TO CONFLICTS OR CHOICE OF LAW).
The captions in this Amendment are for convenience of reference only and shall not define or limit
the provisions hereof.



[Remainder of page intentionally left blank.]



-3-








 



 


     IN WITNESS WHEREOF, the parties hereto have executed this Amendment as a document under seal
as of the date first above written.



	 	 	 	 	 	 	 
	     ULTRA CLEAN TECHNOLOGY SYSTEMS AND SERVICE, INC.
	     UCT SIEGER ENGINEERING LLC
	 
	 	 	 	 	 	 
	     By:	 	/s/ Jack Sexton	 	 
	 	 	 	 	 
	 

	 	Name:
	 	Jack Sexton	 	 
	 

	 	Title:
	 	Chief Financial Officer	 	 
	 
	 	 	 	 	 	 
	     SILICON VALLEY BANK
	 
	 	 	 	 	 	 
	     By:	 	/s/ Jean Lee	 	 
	 	 	 	 	 
	 

	 	Name:
	 	Jean Lee	 	 
	 

	 	Title:
	 	Relationship Manager	 	 












 



 


RATIFICATION OF GUARANTY




     The undersigned Guarantor hereby acknowledges and consents to the foregoing Amendment as of
December 30, 2008, and agrees that the Guaranty of such Guarantor in favor of the Bank and all
other Loan Documents to which the Guarantor is a party remains in full force and effect, and the
Guarantor confirms and ratifies all of its obligations thereunder.



	 	 	 	 	 	 	 
	     ULTRA CLEAN HOLDINGS, INC.,
	     a Delaware corporation
	 
	 	 	 	 	 	 
	     By:	 	/s/ Jack Sexton	 	 
	 	 	 	 	 
	 

	 	Name:
	 	Jack Sexton	 	 
	 

	 	Title:
	 	Chief Financial Officer	 	 







 












 





SIXTH AMENDMENT TO LOAN AND SECURITY AGREEMENT

AND AMENDMENT TO GUARANTY




     This SIXTH AMENDMENT TO LOAN AND SECURITY AGREEMENT, dated as of February 4, 2009 (this
“Amendment”), is by and among ULTRA CLEAN TECHNOLOGY SYSTEMS AND SERVICE, INC., a California
company (“Ultra Clean”) and UCT SIEGER ENGINEERING LLC (f/k/a Pete Acquisition LLC), a Delaware
limited liability company (“Sieger” and Ultra Clean, each a “Borrower” and collectively, the
“Borrowers”) and SILICON VALLEY BANK, a California corporation (the “Bank”).



     WHEREAS, the Borrowers and the Bank are parties to a certain Loan and Security Agreement,
dated as of June 29, 2006 (as amended by the First Amendment, dated as of July 1, 2006, the Second
Amendment, dated as of May 11, 2007, the Third Amendment, dated as of July 28, 2008, the Fourth
Amendment and Waiver, dated as of October 15, 2008, and the Fifth Amendment and Waiver, dated as of
December 30, 2008, and as further amended, restated, amended and restated, supplemented, modified
and otherwise in effect from time to time, the “Loan Agreement”);



     WHEREAS, pursuant to the terms and conditions of the Loan Agreement, ULTRA CLEAN HOLDINGS,
INC., a Delaware corporation (“Holdings”), provided an unconditional guarantee of the Obligations
under and as defined in that certain Unconditional Guaranty (“Guaranty”), dated as of June 29,
2006, by Holdings, in favor of the Bank;



     WHEREAS, the Borrowers have requested that the Bank amend certain provisions of the Loan
Agreement and the Bank has agreed to amend such provisions subject to the terms of this Amendment;



     NOW THEREFORE, in consideration of the mutual agreements contained in the Loan Agreement and
herein and for other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto hereby agree as follows:



     §1. Defined Terms. Terms not otherwise defined herein which are defined in the Loan
Agreement shall have the same respective meanings herein as therein.



     §2. Amendments to the Loan Agreement. The Loan Agreement is hereby amended as
follows:



     2.1 Section 2.1 of the Loan Agreement is amended by deleting Section 2.1.1(b) in its entirety
and substituting the following in lieu thereof:




     (b) Streamline Period. Borrowers may, at their option, elect not to have any
Advances outstanding during specified periods of time (each, a “Streamline Period”). At
least 5 days prior to requesting that a Streamline Period be put into effect, Borrowers
shall give Bank written notice thereof, specifying the date the Streamline Period is to
begin. On or prior to the Business Day immediately preceding the commencement of the
Streamline Period, Borrowers will pay to Bank, by wire transfer, an amount sufficient to
repay in full all outstanding Advances, all accrued interest thereon, and all other
outstanding monetary Obligations then due hereunder. A Streamline Period may not be put
into effect if there are outstanding Obligations in connection with Cash Management Services
in excess of $500,000. Notwithstanding the foregoing, a Streamline Period may be permitted
to exist even if Advances are outstanding so long as the Borrowers maintain a Quick Ratio of
at least 1.10:1.00 at all times during such period. During a Streamline Period, Borrowers
will not be permitted to incur Obligations in connection with Cash Management Services in an
amount more than $500,000 and no additional Letters of Credit will









 






be issued. During a Streamline Period, Borrowers may not request any Advances, and
Bank shall have no obligation to make any Advances. To terminate a Streamline Period,
Borrowers shall provide Bank at least 15 days prior written notice thereof together with
such information relating to the Eligible Accounts, the Cash Management Services Sublimit
and other Collateral as Bank may reasonably request.



     2.2 Section 2.1 of the Loan Agreement is amended by adding the following new Section 2.1.6
immediately following Section 2.1.5:




     2.1.6. Term Loan B.



          (a) Availability. Bank shall make one (1) term loan available to Borrowers in an
amount up to the Term Loan B Amount on or within thirty (30) days from the Sixth Amendment
Effective Date subject to the satisfaction of the terms and conditions of this Agreement.



          (b) Repayment. Borrowers shall repay the Term Loan B in (i) thirty-six (36) equal
installments of principal, plus (ii) monthly payments of accrued interest (the “Term Loan B
Payment”). Beginning on the first day of the month following the month in which the Funding Date
occurs, each Term Loan B Payment shall be payable on the last day of each month. Borrowers’ final
Term Loan B Payment, due on the Term Loan B Maturity Date, shall include all outstanding principal
and accrued and unpaid interest under the Term Loan B. Borrowers shall have the right at any time
to prepay the Term Loan B prior to the Term Loan B Maturity Date, as a whole or in part, without
premium or penalty. Any such prepayment of principal shall include accrued and unpaid interest to
the date of prepayment and shall be applied against the scheduled installments of principal in the
inverse order of maturity. No amount repaid hereunder may be reborrowed.



     2.3 Section 2.2 of the Loan Agreement is amended by deleting the reference to “Term Loan” and
substituting “Term Loans” in lieu thereof.



     2.4 Section 2.3(a) of the Loan Agreement is amended by deleting Section 2.3(a)(i), Section
2.3(a)(ii) and Section 2.3(a)(iii) in their entirety and substituting the following in lieu
thereof:




     (i) Advances. Subject to Section 2.3(b), Advances shall accrue interest at a
per annum rate equal to 0.25 percentage points above the Prime Rate, which interest shall be
payable monthly.




     (ii) Term Loan. Subject to Section 2.3(b), the principal amount outstanding
under the Term Loan shall accrue interest at a per annum rate equal to 0.25 percentage
points above the Prime Rate, which interest shall be payable monthly.




     (iii) Term Loan B. Subject to Section 2.3(b), the principal amount outstanding
under the Term Loan B shall accrue interest at a per annum rate equal to 0.75 percentage
points above the Prime Rate, which interest shall be payable monthly.



     2.5 Section 2.4 of the Loan Agreement is amended by deleting Section 2.4(a) in its entirety
and substituting the following in lieu thereof:




     (a) Commitment Fee. A fully earned, non-refundable commitment fee of $80,000,
on each of the Sixth Amendment Effective Date and the first and second anniversaries of the
Sixth Amendment Effective Date.



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     2.6 Section 2.4 of the Loan Agreement is further amended by (i) deleting the “and” at the end
of Section 2.4(d) and (ii) adding the following new clause (f) and new clause (g) immediately
following existing clause (e):




     (f) Unused Line Fee. An Unused Line Fee equal to 0.40 percentage points per
annum, payable monthly in arrears, times the actual daily amount during such month by which
the total Revolving Line exceeds the aggregate outstanding Advances; and




     (g) Term Loan B Fee. Subject to the provisions of Section 2.1.6(a), a fully
earned, non-refundable fee of $15,000 with regard to the Term Loan B on the draw down date
of such Term Loan B.



     2.7 Section 4.1 of the Loan Agreement is amended by deleting the reference to “Term Loan” and
substituting “Term Loans” in lieu thereof.



     2.8 Section 4.1 of the Loan Agreement is further amended by deleting the proviso in the third
sentence of the second paragraph in its entirety and substituting the following in lieu thereof:




     provided that no termination fee shall be charged if the credit facility hereunder is
replaced with a new facility from another division of Silicon Valley Bank; provided further
that, in addition to the payment of any other expenses and fees then owing under any Loan
Document, Borrowers shall jointly and severally pay to Bank a termination fee in an amount
equal to one-half percent (0.5%) of the Revolving Line plus the outstanding principal amount
of the Term Loans if the credit facility hereunder is replaced with a new facility after the
Bank shall not have agreed to, in connection with the acquisition of certain assets of
Celerity, Inc., (A) the Celerity Acquisition Amendments or (B) the Celerity Acquisition
Financial Covenant Amendments, in the case of Clauses (A) and (B), so long as no Default or
Event of Default shall have occurred and be continuing.



     2.9 Section 5.5 of the Loan Agreement is amended by (a) deleting each reference to “December
31, 2005” therein and substituting “December 31, 2008” in lieu thereof and (b) deleting the text “,
the fiscal quarter ended March 31, 2006”



     2.10 Section 6.2 of the Loan Agreement is amended by deleting Section 6.2(a)(i) in its
entirety and substituting the following in lieu thereof:




     (i) within fifteen (15) days after the end of each month, a Transaction Report so long
as Borrowers maintain a Quick Ratio of at least 1.10:1.00; otherwise, weekly.
Notwithstanding the foregoing, in the event Borrowers are providing a monthly Transaction
Report, but fail to maintain a Quick Ratio of at least 1.10:1.00, Borrowers will be required
to deliver eight (8) consecutive weekly Transaction Reports before the monthly reporting
option shall be available to Borrowers;



     2.11 Section 6.6 of the Loan Agreement is amended by deleting Section 6.6 in its entirety and
substituting the following in lieu thereof:




     6.6 Access to Collateral; Books and Records. At reasonable times, on three (3)
Business Days’ notice not more than twice in any calendar year (provided, if an Event of
Default has occurred and is continuing, (a) no notice shall be required and (b) the Bank may
exercise its inspection rights herein as frequently as the Bank deems necessary or prudent),
Bank, or its agents, shall have the right to inspect the Collateral (including conducting
Inventory appraisals in



- 3 -









 







respect of Eligible Finished Goods Inventory and Eligible Raw Materials) and the right
to audit and copy each Borrower’s Books. The foregoing inspections and audits shall be at
Borrower’s expense, and the charge therefor shall be $750 per person per day (or such higher
amount as shall represent either (x) Bank’s then-current standard charge for the same or (y)
the standard charges for such inspections or audits charged by an independent appraiser
selected by the Bank, as applicable), plus reasonable out-of-pocket expenses incurred by
Bank, or any independent appraiser selected by Bank, as applicable. In the event Borrowers
and Bank schedule an audit more than ten (10) days in advance, and Borrowers cancel or seek
to reschedule the audit with less than ten (10) days written notice to Bank, then (without
limiting any of Bank’s rights or remedies), Borrowers shall pay Bank a fee of $1,000 (or
such higher amount as shall be necessary with regard to any independent appraiser selected
by the Bank) plus any out-of-pocket expenses incurred by Bank, or any independent appraiser
selected by Bank, to compensate Bank or such independent appraiser for the anticipated costs
and expenses of the cancellation or rescheduling.



     2.12 Section 6.8 of the Loan Agreement is amended by deleting Section 6.8(b) in its entirety
and substituting the following in lieu thereof:




     (b) (i) Maintain its and its Subsidiaries’ depository and operating accounts and lock
boxes with Bank, (ii) establish with Bank on or before May 31, 2009 and, thereafter,
maintain any new domestic depository and operating accounts and lockboxes of the Borrowers
or their Subsidiaries with Bank or (iii) so long as no Default or Event of Default shall
have occurred and be continuing and, until such time as all such primary deposit accounts
and lock boxes are established and maintained with Bank, jointly and severally pay to Bank
on the last day of each month a fee of $1,500.



     2.13 Section 6.9 of the Loan Agreement is amended by deleting Section 6.9(c) and Section
6.9(d) in their entirety and substituting the following in lieu thereof:




     (c) Tangible Net Worth. A minimum Tangible Net Worth, calculated on a monthly
basis, equal to or greater than the sum of, on a cumulative basis, (i) $60,000,000
plus (ii) an amount equal to 50% of the net cash proceeds of equity issuances
received by Holdings in each fiscal quarter plus an amount equal to 50% of the net cash
proceeds of Subordinated Debt issued by Holdings or any of its Subsidiaries in each fiscal
quarter plus (iii) commencing with fiscal year 2010, an amount equal to 50% of the
Net Income earned in each fiscal quarter (with no deduction for a net loss in any such
fiscal quarter).




     (d) Liquidity Coverage. The ratio, calculated on a monthly basis, of (A) (i)
unrestricted cash and Cash Equivalents plus (ii) the Committed Availability
plus (iii) Investments in third-party Securities (as such term is defined in Article
8 of the Code) that are otherwise Permitted Investments to (B) the aggregate
outstanding principal amount of Advances plus the aggregate outstanding principal
amount of the Term Loan B of not less than 1.30 : 1.00.



     2.14 Section 7.1 is amended by deleting clause (f) in its entirety and substituting the
following in lieu thereof:




     (f) Transfers to another Borrower or their respective Subsidiaries, or to wholly-owned
Foreign Subsidiaries of Holdings or to Foreign Subsidiaries all of the shares of capital
stock of which are held directly or indirectly by Holdings except for a nominal number of
            shares of capital stock required to be held by a director of such Foreign Subsidiary or by a
national or citizen of the jurisdiction in which such Foreign Subsidiary is organized
provided that any such Transfers to such Foreign Subsidiaries shall be upon fair and
reasonable terms that are no less favorable to



- 4 -









 







Borrowers than would be obtained in an arm’s length transaction with a non-affiliated
Person and shall not exceed, in the aggregate, $5,000,000 (in cash plus Equipment)
inclusive of the amount permitted under clause (f) of the definition of Permitted
Investments during the period beginning on the Sixth Amendment Effective Date and ending on
the Revolving Line Maturity Date;



     2.15 Section 7.7 of the Loan Agreement is amended by deleting Section 7.7 in its entirety and
substituting the following in lieu thereof:




     7.7 Investments; Distributions. (a) Directly or indirectly make any Investment
other than Permitted Investments, or permit any of its Subsidiaries to do so; or (b) pay any
dividends or make any distribution or payment or redeem, retire or purchase any capital
stock (“Restricted Payments’), provided that (i) each Borrower or any Subsidiary may pay
dividends solely in common stock; (ii) any Subsidiary of Borrowers may pay dividends to its
direct parent, (iii) Sieger may make advances to each of its members (collectively, the
“Member Advances”) in an amount sufficient to cover that member’s actual tax liability due
and payable as a result of income of Sieger attributed to the member during any period that
Sieger is eligible for taxation as a limited liability company under the Internal Revenue
Code; provided, however, that no Member Advances may be made if, at the time thereof, an
Event of Default has occurred and is continuing or would result therefrom; (iv) so long as
no Default or Event of Default shall have occurred and be continuing or would result
therefrom, each Borrower or any of its Subsidiaries may make Restricted Payments to Holdings
to permit Holdings to (A) purchase or redeem its stock in connection with and pursuant to
the terms of employee benefit and stock option plans, in an amount not exceed, in the
aggregate, $500,000 during the period beginning on the Sixth Amendment Effective Date and
ending on the Revolving Line Maturity Date, or (B) pay income taxes, franchise fees and
other fees required to maintain its existence and provide for other operating costs; (vi) so
long as no Default or Event of Default shall have occurred and be continuing or would result
therefrom, any Loan Party may make Restricted Payments that constitute fees permitted by
Section 7.8 (or permit Holdings or any of its Subsidiaries to pay fees permitted by Section
7.8(ii)) ; and (vii) so long as no Default or Event of Default shall have occurred and be
continuing or would result therefrom, each Borrower or any Subsidiary may make Restricted
Payments to Holdings solely for the purpose of making Investments by Holdings in Foreign
Subsidiaries as set forth in clause (f) of the definition of Permitted Investments.



     2.16 Section 13.1 of the Loan Agreement is amended by deleting the definition of “Borrowing
Base” set forth in Section 13.1 in its entirety and substituting the following in lieu thereof:




“Borrowing Base” is the sum of (a) 80% of Eligible Accounts plus (b) Deposit Backed
Accounts plus (c) 30% of Eligible Finished Goods Inventory (valued at the lower of
cost or wholesale fair market value) plus (d) 15% of Eligible Raw Materials (valued
at the lower of cost or wholesale fair market value) less (e) Reserves as determined
by Bank from Borrowers’ most recent Transaction Report; provided, however, that Bank may
decrease the foregoing percentage in its good faith business judgment based on events,
conditions, contingencies, or risks which, as determined by Bank, may adversely affect
Collateral; provided, further, that in no event shall the Total Inventory
exceed (i) $2,500,000 or (ii) 30% of Eligible Accounts, in each case, for any calculation of
the Borrowing Base under this Agreement. Prior to any Advances with regard to Eligible
Finished Goods Inventory and Eligible Raw Materials on or after the Sixth Amendment
Effective Date, the Bank shall have received an Inventory appraisal in form and substance
satisfactory to the Bank.



     2.17 Section 13.1 of the Loan Agreement is amended by adding the clause “Term Loan B,”
immediately after the clause “Term Loan,” in the definition of “Credit Extension”.



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     2.18 Section 13.1 of the Loan Agreement is amended by deleting clause (i) of the definition
of “Material Adverse Change” in its entirety and substituting the following in lieu thereof:




     (i) the business, operations or condition of Holdings and its Subsidiaries, taken as a
whole, and, specifically with respect to the financial condition and operations of Holdings
and its Subsidiaries, taken as a whole, other than any change reflected in the financial
information, including projections, provided to Bank on or prior to the Sixth Amendment
Effective Date, or



     2.19 Section 13.1 of the Loan Agreement is amended by deleting clause (e) of the definition
of “Permitted Indebtedness” in its entirety and substituting the following in lieu thereof:




     (e) Indebtedness in respect of the Equipment Financing, or, on or after the date the
Equipment Financing is replaced in its entirety, equipment financing to be provided by Tetra
Financial Group or its Affiliates not to exceed $7,500,000 in the aggregate;



     2.20 Section 13.1 of the Loan Agreement is amended by deleting clause (f) of the definition
of “Permitted Investment” in its entirety and substituting the following in lieu thereof:




     (f) Investments of Subsidiaries in or to other Domestic Subsidiaries or Borrowers and
Investments by Borrowers in or to Domestic Subsidiaries and Investments in or to
wholly-owned Foreign Subsidiaries or in or to Foreign Subsidiaries all of the shares of
capital stock of which are held directly or indirectly by Holdings except for a nominal
number of shares of capital stock required to be held by a director of such Foreign
Subsidiary or by a national or citizen of the jurisdiction in which such Foreign Subsidiary
is organized, provided that any such Investments in such Foreign Subsidiaries shall be upon
fair and reasonable terms that are no less favorable to Borrowers than would be obtained in
an arm’s length transaction with a non-affiliated Person and shall not exceed, in the
aggregate, $5,000,000 in cash and Equipment during the period beginning on the Sixth
Amendment Effective Date and ending on the Revolving Line Maturity Date.



     2.21 Section 13.1 of the Loan Agreement is amended by deleting clause (c) of the definition
of “Permitted Liens” in its entirety and substituting the following in lieu thereof:




     (c) the Liens solely on the Equipment financed by the Equipment Financing, or, on or
after the date the Equipment Financing is replaced in its entirety and such Liens in respect
of the Equipment Financing are released, Liens in favor of Tetra Financial Group or its
Affiliates for equipment financing not to exceed $7,500,000 in the aggregate;



     2.22 Section 13.1 of the Loan Agreement is amended by deleting the definition of “Prime Rate”
in its entirety and substituting the following in lieu thereof:




     “Prime Rate” is the greater of (i) the Bank’s most recently announced “prime rate,”
even if it is not Bank’s lowest rate and (ii) four percent (4.00 %).



     2.23 Section 13.1 of the Loan Agreement is amended by deleting the reference to “June 29,
2009” in the definition of “Revolving Line Maturity Date” and substituting “January 29, 2012” in
lieu thereof.



     2.24 Section 13.1 of the Loan Agreement is amended by deleting the reference to “$25,000,000”
in the definition of “Revolving Line” and substituting “$20,000,000” in lieu thereof.



- 6 -









 





     2.25 Section 13.1 of the Loan Agreement is amended by adding the clause “, the Term Loan B”
immediately following the clause “Term Loan” in the definition of “Trigger Availability”.



     2.26 Section 13.1 of the Loan Agreement is further amended by adding the following new
definitions to such Section 13.1 in the appropriate alphabetical order:




     “Celerity Acquisition Amendments” means (a) an amendment to the Loan Agreement
permitting a Streamline Period so long as the Borrowers maintain a minimum Quick Ratio of
0.85:1.00 and (b) the receipt by Holdings and the simultaneous contribution to Ultra Clean
of not less than $40,000,000 in cash upon the issuance of Series A preferred stock of
Holdings to Francisco Partners II, L.P. and its Affiliates.




     “Celerity Acquisition Financial Covenant Amendments” means (a) amendments to the
minimum Tangible Net Worth covenant to (i) increase the starting level to $65,000,000 and
(ii) exclude the equity or subordinated debt issued to or contributed by Francisco Partners
II, L.P. and its Affiliates from the calculation of net cash proceeds of equity issuances
received by Holdings in each fiscal quarter and the calculation of net cash proceeds of
Subordinated Debt issued by Holdings or any of its Subsidiaries in each fiscal quarter and
(b) an amendment to reduce the minimum Liquidity Coverage ratio to 1.20:1.00.




     “Current Liabilities” means, as of any date and in accordance with GAAP, amounts that
should be included on that date as current liabilities on Borrower’s consolidated balance
sheet.




     “Eligible Finished Goods Inventory” means, for any item of Inventory consisting of
Eligible Finished Goods Inventory in any Transaction Report, such Inventory (i) consists of
finished goods, in good, new, and salable condition, which is not perishable, returned,
consigned, obsolete, not sellable, damaged, or defective, and is not comprised of
demonstrative or custom inventory, works in progress, packaging or shipping materials, or
supplies; (ii) meets all applicable governmental standards; (iii) has been manufactured in
compliance with the Fair Labor Standards Act; (iv) is not subject to any Liens, except the
first priority Liens granted or in favor of Bank under this Agreement or any of the other
Loan Documents and Permitted Liens under clauses (b), (e), (f) and (h) of the definition of
Permitted Liens; (v) is located at the locations within the United States identified by the
applicable Borrower in the Perfection Certificate where it maintains such Inventory (or any
location permitted under Section 7.2) and (vi) is otherwise acceptable to Bank in all
respects.




     “Eligible Raw Materials” means for any item of Inventory consisting of Eligible Raw
Materials in any Transaction Report, such Inventory (i) consists of raw materials to be
incorporated into or used in the manufacture of Eligible Finished Goods Inventory which is
not perishable, consigned, obsolete, not sellable, damaged, or defective, and is not
comprised of works in progress, packaging or shipping materials, or supplies; (ii) meets all
applicable governmental standards; (iii) is not subject to any Liens, except the first
priority Liens granted or in favor of Bank under this Agreement or any of the other Loan
Documents; (iv) is located at the locations within the United States identified by
applicable Borrower in the Perfection Certificate where it maintains such Inventory (or any
location permitted under Section 7.2) and (v) is otherwise acceptable to Bank in all
respects. Raw materials immediately loses the status of Eligible Raw Materials if and when
converted into Eligible Finished Goods Inventory, the applicable Borrower sells it,
otherwise passes title thereto, consumes it, or materially changes it in the course of
processing the same.



- 7 -









 






     “Inventory” is all “inventory” as defined in the Code in effect on the date hereof with
such additions to such term as may hereafter be made, and includes without limitation all
merchandise, raw materials, parts, supplies, packing and shipping materials, work in process
and finished products, including without limitation such inventory as is temporarily out of
Borrower’s custody or possession or in transit and including any returned goods and any
documents of title representing any of the above.




     “Sixth Amendment Effective Date” is February 4, 2009.




     “Quick Assets” is, on any date, Borrowers’ consolidated, unrestricted cash and Cash
Equivalents plus net billed accounts receivable.




     “Quick Ratio” is a ratio of Quick Assets to Current Liabilities.




     “Tangible Net Worth” is, on any date, the consolidated total assets of the Borrowers
and its Subsidiaries minus (a) any amounts attributable to (i) goodwill, (ii)
intangible items including unamortized debt discount and expense, patents, trade and service
marks and names, copyrights and research and development expenses except prepaid expenses,
(iii) notes, accounts receivable and other obligations owing to the Borrowers from its
officers or other Affiliates, and (iv) reserves not already deducted from assets,
minus (b) Total Liabilities, plus (c) Subordinated Debt.




     “Term Loan B” is a loan made by Bank pursuant to the terms of Section 2.1.6 hereof.




     “Term Loan B Amount” is an aggregate amount equal to $3,000,000 outstanding at any
time.




     “Term Loan B Maturity Date” is February 4, 2012.




     “Term Loan B Payment” is defined in Section 2.1.6(b).




     “Term Loans” means the Term Loan and the Term Loan B.




     “Total Inventory” is the aggregate of 30% of Eligible Finished Goods Inventory (valued
at the lower of cost or wholesale fair market value) plus 15% of Eligible Raw
Materials (valued at the lower of cost or wholesale fair market value).




     “Total Liabilities” is on any day, obligations that should, under GAAP, be classified
as liabilities on the Borrowers’ consolidated balance sheet, including all Indebtedness, and
current portions of Subordinated Debt (other than interest) permitted by Bank to be paid by
the Borrowers on or prior to the Revolving Line Maturity Date, but excluding all other
Subordinated Debt.



     §3. Amendment to Guaranty. The Guaranty is hereby amended as follows:



     3.1 Section 3 of the Guaranty is amended by deleting clause (a) in its entirety and
substituting the following in lieu thereof:




     (a) Create, incur, assume, or be liable for any Indebtedness, other than Indebtedness
consisting of (i) its Guaranty of the Equipment Financing, or a Guaranty in connection with
any replacement of the Equipment Financing and (ii) its Guaranty of International’s
obligations under the line of credit provided by Bank of China.



- 8 -









 





     3.2 Section 3 of the Guaranty is further amended by adding the following new clause (e)
immediately following existing clause (d):




     (e) Make any Restricted Payments other than Restricted Payments contemplated by Section
7.7(b)(iv) of the Loan Agreement.



     §4. Conditions to Effectiveness. This Amendment shall be deemed to be effective as of
February 4, 2009, upon receipt of the following, in form and substance satisfactory to Bank, and
completion of such other matters, as Bank may reasonably deem necessary or appropriate, including
without limitation:




     (a) receipt by the Bank of a counterpart signature page to this Amendment duly executed
and delivered by the Borrowers and the Bank;




     (b) receipt by the Bank of a signature page to this Amendment duly executed and
delivered by Holdings with regard to its ratification of its Guaranty under the Loan
Agreement;




     (c) Each Loan Party shall have delivered (x) its Operating Documents and a good
standing certificate of such Loan Party certified (in original form) by the Secretary of
State of its jurisdiction of incorporation or formation as of a date no earlier than fifteen
(15) days prior to the Sixth Amendment Effective Date (or certification by an officer that
there has been no change to the Operating Documents of such Loan Party since the Effective
Date to the extent such Operating Documents were delivered to the Bank on the Effective
Date); (y) copies of the Borrowing Resolutions for such Loan Party and (z) an original
incumbency certificate giving the name and bearing a specimen signature of each individual
who shall be authorized: (1) to sign, in the name and on behalf of such Person, this
Amendment and (2) to give notices and to take other action on its behalf under this
Amendment the Loan Documents, in each case, accompanied by duly executed original officer’s
certificates certifying thereto;




     (d) Each Loan Party shall have delivered originals of the updated Perfection
Certificate(s) executed by each Borrower and Guarantor;




     (e) Borrowers shall have paid the fees and Bank Expenses then due as specified in
Section 2.4 of the Loan Agreement and hereunder; and




     (f) Borrowers shall have delivered evidence of any necessary credit, government or
regulatory approvals from any applicable Governmental Authority;



     §5. Representations and Warranties. Each of the Borrowers hereby represents and
warrants to the Bank as follows:




     (a) Representation and Warranties in the Loan Agreement. The representations
and warranties of each of the Borrowers contained in the Loan Agreement were true and
correct in all material respects as of the date when made and continue to be true and
correct in all material respects on the date hereof, except to the extent of changes
resulting from transactions or events contemplated or permitted by the Loan Agreement and
the other Loan Documents and changes occurring in the ordinary course of business that
singly or in the aggregate are not materially adverse to the Borrowers, or to the extent
that such representations and warranties relate expressly to an earlier date.



- 9 -









 






     (b) Ratification, Etc. Except as expressly amended or waived hereby, the Loan
Agreement, the other Loan Documents and all documents, instruments and agreements related
thereto, are hereby ratified and confirmed in all respects and shall continue in full force
and effect. The Loan Agreement, together with this Amendment, shall be read and construed
as a single agreement. All references in the Loan Documents to the Loan Agreement shall
hereafter refer to the Loan Agreement or any other Loan Document as amended hereby.




     (c) Authority, Etc. The execution and delivery by the Borrowers of this
Amendment and the performance by the Borrowers of all of their respective agreements and
obligations under the Loan Agreement and the other Loan Documents as amended hereby are
within the corporate authority of each such Borrower and have been duly authorized by all
necessary corporate action on the part of such Borrower.




     (d) Enforceability of Obligations. This Amendment and the Loan Agreement and
the other Loan Documents as amended hereby constitute the legal, valid and binding
obligations of the Borrowers enforceable against each of the Borrowers in accordance with
their terms, except as enforceability is limited by bankruptcy, insolvency, reorganization,
moratorium or other laws relating to or affecting generally the enforcement of, creditors’
rights and except to the extent that availability of the remedy of specific performance or
injunctive relief is subject to the discretion of the court before which any proceeding
therefor may be brought.




     (e) No Default. No Default or Event of Default has occurred and is continuing.



     §6. No Other Amendments. Except as expressly provided in this Amendment, all of the
terms and conditions of the Loan Agreement and the other Loan Documents remain in full force and
effect. Nothing contained in this Amendment shall in any way prejudice, impair or effect any
rights or remedies of the Bank or the Borrowers under the Loan Agreement or the other Loan
Documents.



     §7. Execution in Counterparts. This Amendment may be executed in any number of
counterparts, each of which shall be deemed an original, but which together shall constitute one
instrument.



     §8. Bank Expenses. Borrowers shall jointly and severally pay to Bank all Bank
Expenses (including reasonable attorneys’ fees and expenses), plus expenses, for documentation and
negotiation of this Amendment.



     §9. Miscellaneous. THIS AMENDMENT SHALL BE DEEMED TO BE A CONTRACT UNDER THE LAWS OF
THE STATE OF CALIFORNIA AND SHALL FOR ALL PURPOSES BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY
THE LAWS OF THE STATE OF CALIFORNIA (EXCLUDING THE LAWS APPLICABLE TO CONFLICTS OR CHOICE OF LAW).
The captions in this Amendment are for convenience of reference only and shall not define or limit
the provisions hereof.



[Remainder of page intentionally left blank.]





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     IN WITNESS WHEREOF, the parties hereto have executed this Amendment as a document under seal
as of the date first above written.



	 	 	 	 	 
	 	ULTRA CLEAN TECHNOLOGY SYSTEMS AND SERVICE, INC.

UCT SIEGER ENGINEERING LLC

 
	 	By:  	      /s/ Jack Sexton
 	 
	 	 	Name:  	Jack Sexton 	 
	 	 	Title:  	Chief Financial Officer 	 
	 



	 	 	 	 	 
	 	SILICON VALLEY BANK

 	 
	 	By:  	                 /s/ Jean Lee
 	 
	 	 	Name:  	Jean Lee 	 
	 	 	Title:  	Relationship Manager 	 
	 










 



 




RATIFICATION OF GUARANTY





     The undersigned Guarantor hereby acknowledges and consents to the foregoing Amendment as of
February 4, 2009, and agrees that the Guaranty, as hereby amended, of such Guarantor in favor of
the Bank and all other Loan Documents to which the Guarantor is a party remains in full force and
effect, and the Guarantor confirms and ratifies all of its obligations thereunder.



	 	 	 	 	 
	 	ULTRA CLEAN HOLDINGS, INC.,

a Delaware corporation

 	 
	 	By:  	             /s/ Jack Sexton
 	 
	 	 	Name:  	Jack Sexton 	 
	 	 	Title:  	Chief Financial Officer