Exhibit 10.1


 





EXECUTION
VERSION


 


THIRD
AMENDMENT TO CREDIT AGREEMENT


 


THIS
THIRD AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is entered into as of December 24, 2015,
by and among ULTRA CLEAN HOLDINGS, INC., a Delaware corporation (“Borrower”), EAST WEST BANK
(“EWB”), as the Swingline Lender, the Issuing Lender, the administrative agent and collateral agent
for the Lenders (in such capacity, the “Swingline Lender”, the “Issuing Lender”
or “Administrative Agent” as the context may require), and the banks and other financial
institutions or entities from time to time parties to this Agreement as Lenders, including CITY NATIONAL BANK (“CNB”)
and EWB (each a “Lender” and collectively, the “Lenders”).


 


RECITALS


 


WHEREAS,
Borrower and Lenders are parties to the Credit Agreement, dated as of February 2, 2015 (as amended from time to time, collectively,
the “Agreement”). The parties desire to amend the Agreement in accordance with the terms of this Amendment;


 


NOW,
THEREFORE, IT IS AGREED THAT:


 


1.             Section 1.1 is amended by amending the definition of “Consolidated Fixed Charge Coverage Ratio”
to read as follows:


 


“Consolidated
Fixed Charge Coverage Ratio”: with respect to Borrower and its consolidated Subsidiaries (a) for any period through
the fourth Fiscal Quarter of the 2016 Fiscal Year, the ratio of (i) the sum of (x) Consolidated Adjusted EBITDA
for such period minus (y) the portion of taxes based on income actually paid in cash (net of any cash refunds received)
during such period to (ii) Consolidated Fixed Charges for such period and (b) for any period beginning with the first Fiscal
Quarter of the 2017 Fiscal Year, the ratio of (i) the sum of (x) Consolidated Adjusted EBITDA for such period minus
(y) the portion of taxes based on income actually paid in cash (net of any cash refunds received) during such period, minus
(z) Consolidated Capital Expenditures (excluding the principal amount funded with the Loans incurred in connection with such
expenditures) for such period to (ii) Consolidated Fixed Charges for such period.


 


2.             Section 1.1 is amended by adding the definition of “Liquidity”, in the appropriate alphabetical
location, to read as follows:


 


“Liquidity”:
as of any date the sum of (i) unrestricted cash, (ii) unrestricted Cash Equivalents, and (iii) the Available Revolving Commitments.


 


3.             Section 7.1 is amended to read as follows:


 


7.1Financial
Condition Covenants.


 


(a)      Consolidated
Fixed Charge Coverage Ratio. Permit the Consolidated Fixed Charge Coverage Ratio as of the last day of any Fiscal Quarter
(and with respect to the period of four (4) consecutive Fiscal Quarters then ending), commencing with the first Fiscal Quarter
of the 2015 Fiscal Year, to be less than 1.25:1.00.


 


(b)      Consolidated
Leverage Ratio. Permit the Consolidated Leverage Ratio, tested as of the last day of any Fiscal Quarter (and with respect
to the period of four (4) consecutive Fiscal Quarters then ending), commencing with the first Fiscal Quarter of the 2015 Fiscal
Year, to exceed 3.50:1.00.


 


 


 




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(c)     Liquidity.
Permit Liquidity to be less than Thirty-Five Million Dollars ($35,000,000) as of the last day any Fiscal Quarter through the fourth
Fiscal Quarter of the 2016 Fiscal Year.


 


4.             No course of dealing on the part of Agent, either Lender or any officer of Agent or either Lender, nor any failure
or delay in the exercise of any right by Agent or Lenders, shall operate as a waiver thereof, and any single or partial exercise
of any such right shall not preclude any later exercise of any such right. Agent’s or Lenders’ failure at any time
to require strict performance by Borrower of any provision shall not affect any right of Agent and Lenders thereafter to demand
strict compliance and performance. Any suspension or waiver of a right must be in writing signed by an officer of Agent and each
Lender.


 


5.             Unless otherwise defined, all initially capitalized terms in this Amendment shall be as defined in the Agreement. The
Agreement, as amended hereby, shall be and remain in full force and effect in accordance with its respective terms and hereby
is ratified and confirmed in all respects. Except as expressly set forth herein, the execution, delivery, and performance of this
Amendment shall not operate as a waiver of, or as an amendment of, any right, power, or remedy of Lenders under the Agreement,
as in effect prior to the date hereof.


 


6.             Borrower represents and warrants that the Representations and Warranties contained in the Agreement are true and correct
as of the date of this Amendment, and that no Event of Default has occurred and is continuing.


 


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


 


(a)      this Amendment, duly executed by Borrower;


 


(b)      each Guarantor consents to this Amendment and reaffirms the Guarantee and Collateral Agreement, by duly executing this
Amendment;


 


(c)      all reasonable expenses of Administrative Agent incurred through the date of this Amendment, which may be debited from
any of Borrower's accounts; and


 


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


 


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


 


[Balance
of Page Intentionally Left Blank]


 


 


 




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


 


	ULTRA
    CLEAN HOLDINGS, INC.
	 	 	 
	 	 	 
	By:	/s/ Kevin
    C. Eichler	 
	 	 	 
	Name:	Kevin
    C. Eichler	 
	 	 	 
	Title:	CFO	 



 


	EAST WEST
    BANK,
	as the Administrative Agent
	 	 	 
	 	 	 
	By:	/s/ Alexis
    Cole	 
	 	 	 
	Name:	Alexis
    Cole	 
	 	 	 
	Title:	Managing
    Director	 
	 	 	 
	 	 	 
	EAST WEST
    BANK,
	as Issuing Lender, Swingline Lender
    and as a Lender
	 	 	 
	 	 	 
	By:	/s/ Alexis
    Cole 	 
	 	 	 
	Name:	Alexis
    Cole 	 
	 	 	 
	Title:	Managing
    Director	 
	 	 	 
	 	 	 
	CITY NATIONAL
    BANK,
	as Issuing Lender and as a Lender
	 	 	 
	 	 	 
	By:	/s/ Lynette
    C. Fletcher	 
	 	 	 
	Name:	Lynette
    C. Fletcher	 
	 	 	 
	Title:	SVP /
    Sr. Relationship Manager	 


 


 


[Signature Page to Third Amendment
to Credit Agreement]


 


 







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Each Guarantor
consents to the modifications to the Obligations pursuant to this Amendment, hereby ratifies the provisions of the Guarantee and
Collateral Agreement and confirms that all provisions of the Guarantee and Collateral Agreement are in full force and effect.


 


	ULTRA
    CLEAN TECHNOLOGY SYSTEMS AND SERVICE, INC.
	 	 	 
	 	 	 
	By:	/s/ Kevin
    C. Eichler 	 
	 	 	 
	Name:	Kevin
    C. Eichler 	 
	 	 	 
	Title:	CFO	 
	 	 	 
	 	 	 
	AMERICAN
    INTEGRATION TECHNOLOGIES LLC
	 	 	 
	 	 	 
	By:	/s/ Kevin
    C. Eichler 	 
	 	 	 
	Name:	Kevin
    C. Eichler 	 
	 	 	 
	Title:	CFO	 
	 	 	 
	 	 	 
	UCT
    SIEGER ENGINEERING LLC
	 	 	 
	 	 	 
	By:	/s/ Kevin
    C. Eichler 	 
	 	 	 
	Name:	Kevin
    C. Eichler 	 
	 	 	 
	Title:	CFO	 
	 	 	 
	 	 	 
	INTEGRATED
    FLOW SYSTEMS, LLC
	 	 	 
	 	 	 
	By:	/s/ Kevin
    C. Eichler 	 
	 	 	 
	Name:	Kevin
    C. Eichler 	 
	 	 	 
	Title:	CFO	 
	 	 	 
	 	 	 
	MARCHI
    THERMAL SYSTEMS, INC.
	 	 	 
	 	 	 
	By:	/s/ Kevin
    C. Eichler 	 
	 	 	 
	Name:	Kevin
    C. Eichler 	 
	 	 	 
	Title:	CFO	 


 


 


[Signature Page to Third Amendment
to Credit Agreement]


 


 








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