exv10w1








Exhibit 10.1












AMENDMENT NO. 1 TO LOAN AGREEMENT




     This Amendment No. 1 (the “Amendment”) dated as of December 1, 2008, is between Bank of
America, N.A. (the “Bank”) and Newport Corporation (the “Borrower”).



RECITALS




     A. The Bank and the Borrower entered into a certain Loan Agreement dated as of December 1,
2007 (together with any previous amendments, the “Agreement”).



     B. The Bank and the Borrower desire to amend the Agreement.



AGREEMENT




     1. Definitions. Capitalized terms used but not defined in this Amendment shall have
the meaning given to them in the Agreement.



     2. Amendments. The Agreement is hereby amended as follows:




	 	2.1	 	In the paragraph number 1.2, entitled “Availability Period,” the first
sentence is hereby amended to read in its entirety as follows:






“The line of credit is available between the date of this
Agreement and December 1, 2009, or such earlier date as the availability may
terminate as provided in this Agreement (the “Expiration Date”).”




	 	2.2	 	Paragraph number 1.4 is hereby amended to read in its entirety as follows:






	 	“1.4	 	Interest Rate.
	 
	 	(a)	 	The interest rate is a rate per year equal to the BBA
LIBOR Daily Floating Rate plus 1.00 percentage point(s).
	 
	 	(b)	 	The BBA LIBOR Daily Floating Rate is a fluctuating rate
of interest equal to the rate per annum equal to the British Bankers
Association LIBOR Rate (“BBA LIBOR”), as published by Reuters (or other
commercially available source providing quotations of BBA LIBOR as selected
by the Bank from time to time as determined for each banking day at
approximately 11:00 a.m. London time two (2) London Banking Days prior to
the date in question, for U.S. Dollar deposits (for delivery on the first
day of such interest period) with a one month term, as adjusted from time to
time in the Bank’s sole discretion for reserve requirements, deposit
insurance assessment rates and other regulatory costs. If such rate is not
available at such time for any reason, then the rate for that interest
period will be determined by such alternate method as reasonably selected by
the Bank. A “London Banking Day” is a day on which banks in London are open
for business and dealing in offshore dollars.”






	 	2.3	 	Subparagraph number 1.5(a) is hereby amended to read in its entirety as follows:






	 	 	 	“(a) The LIBOR Rate plus 1.00 percentage point(s).”





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	 	2.4	 	In the Subparagraph number 1.6(e)(vii), the percentage “1.25%” is changed to “1.00%”.
	 
	 	2.5	 	Paragraph number 3.1 is hereby amended to read in its entirety as follows:






“3.1 Personal Property. The personal property
listed below now owned or owned in the future by the parties listed below
will secure the Borrower’s obligations to the Bank under this Agreement. The
collateral is further defined in security agreement(s) executed by the owners
of the collateral. In addition, all personal property collateral owned by the
Borrower securing this Agreement shall also secure all other present and
future obligations of the Borrower to the Bank (excluding any consumer credit
covered by the federal Truth in Lending law, unless the Borrower has
otherwise agreed in writing or received written notice thereof). All personal
property collateral securing any other present or future obligations of the
Borrower to the Bank shall also secure this Agreement.




	 	(a)	 	Time deposits with the Bank and owned by the
Borrower in an amount not less than Five Million and 00/100 Dollars
($5,000,000.00).”





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



     4. Conditions. This Amendment will be effective when the Bank receives the following
items, in form and content acceptable to the Bank:




4.1 A Security Agreement executed by the Borrower.



     5. Effect of Amendment. Except as provided in this Amendment, all of the terms and
conditions of the Agreement shall remain in full force and effect.



     6. Counterparts. This Amendment may be executed in counterparts, each of which when so
executed shall be deemed an original, but all such counterparts together shall constitute but one
and the same instrument.



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



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This Amendment is executed as of the date stated at the beginning of this Amendment.




	 	 	 	 	 
	 	BANK:



Bank of America, N.A.

 	 
	 	By:  	/s/ Tomasz Milewski
 	 
	 	 	Name:  	Tomasz Milewski 	 
	 	 	Title:  	Vice President 	 
	 
	 	BORROWER(S): 



Newport Corporation

 	 
	 	By:  	/s/ Charles F. Cargile
 	 
	 	 	Name:  	Charles F. Cargile 	 
	 	 	Title:  	Senior Vice President and
 Chief Financial Officer 	 
	 
	 	 	 
	 	By:  	                                               /s/ Jeffrey B. Coyne
 	 
	 	 	Name:  	Jeffrey B. Coyne 	 
	 	 	Title:  	Senior Vice President and
 General Counsel 	 
	 



Amendment to Loan Agreement




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