Exhibit
10.1


 


AMENDMENT NO. 7 TO

CREDIT AGREEMENT


 


THIS AMENDMENT NO.
7 TO CREDIT AGREEMENT (“Amendment”) is dated as of March 29, 2007  and is entered into by and between AVIZA,
INC., a Delaware corporation, formerly known as Aviza Technology, Inc. (the “Borrower”)
and BANK OF AMERICA, N.A. (the “Lender”).  All capitalized terms used herein but not
otherwise defined shall have the meanings ascribed to them in the Credit
Agreement (as hereinafter defined).


 


WITNESSETH


WHEREAS, the Borrower and the Lender have entered into
that certain Credit Agreement dated as of August 6, 2004, as amended from time
to time (“Credit Agreement”); and


WHEREAS, the Borrower has requested that the Lender
amend the Credit Agreement as set forth herein, and the Lender is willing to do
so subject to the terms and conditions stated herein;


NOW, THEREFORE, in consideration of the premises
herein contained and other good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, the Lender and  the Borrower hereby agree as follows:


I.              Amendment
to the Agreement.  The Lender and
Borrower hereby agree that Eligible Accounts shall not include any accounts
receivable owed to or created as a result of services rendered or goods sold by
any of (i) Aviza Technology Limited, a corporation organized under the laws of
the United Kingdom (“ATL”), (ii) Trikon Technologies, Inc., a Delaware
corporation (“TTI”), (iii) Trikon Equipments Limited, a company created
under the laws of the United Kingdom (“TEL”), or (iv) E.T. Equipments
Limited, a company created under the laws of the United Kingdom (“ET”; together
with ATL, TTI and TEL referred to herein as “Guarantors”).


II.            Release
of Guaranty.


A.            As of the date hereof (1) the obligations of the
Guarantors under the Guaranty and Debenture dated as of December 30, 2005, as
amended, executed by the Guarantors in favor of Lender (the “Guaranty”)
shall terminate, and (2) each of the Guarantors shall be released from any
further liability under the Guaranties.


B.            Each of the Guarantors and Borrower hereby waive,
release, remise, acquit and forever discharge Lender, its directors, officers,
shareholders, partners, employees, and agents, and its heirs, successors,
personal representatives and assigns, of and from any and all suits, causes of
action, legal or administrative proceedings, claims, demands, actual damages,
punitive damages, losses, costs, liabilities, interest, attorneys fees and
expenses of whatever kind and nature, in law or in equity, known or unknown,
which any of the Guarantors or Borrower ever had, now have, hereafter can,
shall or may have or acquire or possess or arising out of or in any way
connected with directly or indirectly out of, or in any way connected with,
based upon, or arising out of any of the Guaranties or any other Loan Document.



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C.            Each of the Guarantors and Borrower agree to waive the
benefits of Section 1542 of the Civil Code of the State of California, which
provides as follows:


“A
general release does not extend to claims which the creditor does not know or
suspect to exist in his or her favor at the time of executing the release,
which if known by him or her must have materially affected his or her
settlement with the debtor.”


D.            Except as otherwise specifically set forth herein, the
execution and delivery of this letter shall not constitute a waiver of any
provision of, or operate as a waiver of any right, power or remedy of Lender
under any Loan Document or any other agreement or document executed in
connection therewith.


E.             Each of the Guarantors and Borrower acknowledges that it
is aware that it may hereafter discover facts in addition to, or different
from, those which it now knows or believes to be true with respect to the
subject matter contained herein, but it is the intention of each of the Guarantors
and Borrower to hereby fully and finally forever settle and release any and all
matters, disputes, and differences, known or unknown, or that may have existed
which relate to or arise out of the matters specified herein and that in
furtherance of this intention, the releases given herein shall be and remain in
effect, full and general releases as to the matters specified herein
notwithstanding discovery or existence of any such additional or different
facts.


F.             The releases granted herein do not extend to any
obligations created herein.


III.                                 Conditions.  The effectiveness of this Amendment is
subject to the satisfaction of the following conditions precedent:


A.            Amendment. 
Fully executed copies of this Amendment and the consent attached hereto
signed by the Borrower and each of the Guarantors, as necessary, and delivered
to Lender.


B.            Other Documents. 
Borrower shall have executed and delivered to Lender such other
documents and instruments as Lender may reasonably require.


IV.                                 Miscellaneous.


A.            Survival of Representations and Warranties.  All representations and warranties made in
the Credit Agreement or any other document or documents relating thereto,
including, without limitation, any Loan Document furnished in connection with
this Amendment, shall survive the execution and delivery of this Amendment and
the other Loan Documents, and no investigation by Lender shall affect the
representations and warranties or the right of Lender to rely thereon.


B.            Reference to Credit Agreement.  The Credit Agreement, each of the Loan
Documents, and any and all other agreements, documents or instruments now or
hereafter executed and delivered pursuant to the terms hereof, or pursuant to
the terms of the Credit Agreement as amended hereby, are hereby amended so that
any reference therein to the Credit Agreement shall mean a reference to the
Credit Agreement as amended hereby.



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C.            Credit Agreement Remains in Effect.  The Credit Agreement and the Loan Documents,
as amended hereby, remain in full force and effect and the Borrower ratify and
confirm its agreements and covenants contained therein.  The Borrower hereby confirms that no Event of
Default or Default exists.


D.            Severability. 
Any provision of this Amendment held by a court of competent
jurisdiction to be invalid or unenforceable shall not impair or invalidate the
remainder of this Amendment and the effect thereof shall be confined to the
provision so held to be invalid or unenforceable.


E.             APPLICABLE LAW. 
THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF CALIFORNIA.


F.             Successors and Assigns.  This Amendment is binding upon and shall
inure to the benefit of the Lender and Borrower and their respective successors
and assigns; provided, however, that Borrower may not assign or transfer any of
their rights or obligations hereunder without the prior written consent of the
Lender.


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


H.            Headings. 
The headings, captions and arrangements used in this Amendment are for
convenience only and shall not affect the interpretation of this Amendment.


I.              NO ORAL AGREEMENTS.  THIS AMENDMENT, TOGETHER WITH THE OTHER LOAN
DOCUMENTS AS WRITTEN, REPRESENTS THE FINAL AGREEMENT BETWEEN THE LENDER AND THE
BORROWER AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR
SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. 
THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN LENDER AND BORROWER.


J.             Advice of Counsel.  The advice of legal counsel has been obtained
by each of the Borrower and Guarantors prior to signing this agreement.  Each of the Borrower and Guarantors execute
this agreement voluntarily, with full knowledge of its significance, and with
the express intention of effecting the legal consequences provided by § l541 of
the California Civil Code, i.e., the extinguishment of all obligations, and
pursuant to the terms and conditions, as set forth herein.


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IN WITNESS WHEREOF, the parties have executed this Amendment under seal
on the date first written above.


	
  AVIZA, INC., 

  	
   

  	
  E.T. EQUIPMENTS LIMITED,

  	 

	
  a Delaware corporation,
  formerly known as 

  	
   

  	
  a company created under
  the laws of the

  	 

	
  Aviza Technology, Inc.

  	
   

  	
  United Kingdom

  	 

	
   

  	
   

  	
   

  	 

	
  By:

  	
   /s/ Patrick C. O’Connor 

  	
   

  	
   

  	
  By:

  	
  /s/ Patrick C. O’Connor

  	
   

  	 

	
  Name:

  	
  Patrick C. O’Connor 

  	
   

  	
   

  	
  Name:

  	
  Patrick C. O’Connor for
  Aviza

  	
   

  	 

	
  Title:

  	
  Executive Vice
  President and CFO

  	
   

  	
   

  	
  Technology, Inc. 

  	
   

  	
   

  	 

	
   

  	
   

  	
  Title:

  	
  Executive Vice
  President and CFO

  	
   

  	 

	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  	 

	
  AVIZA
  TECHNOLOGY LIMITED

  	
   

  	
  TRIKON TECHNOLOGIES, INC.,  

  	 

	
   

  	
   

  	
  a Delaware corporation 

  	 

	
   

  	
   

  	
   

  	 

	
  By:

  	
  /s/ Patrick C. O’Connor
  

  	
   

  	
   

  	
  By: 

  	
  /s/ Patrick C. O’Connor

  	
   

  
	
  Name:

  	
  Patrick C. O’Connor for
  Aviza

  	
   

  	
   

  	
  Name:

  	
  Patrick C. O’Connor

  	
   

  	 

	
  Technology, Inc. 

  	
   

  	
   

  	
   

  	
  Title:

  	
  Executive Vice
  President and CFO

  	
   

  	 

	
  Title:

  	
  Executive Vice
  President and CFO

  	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  	 

	
  TRIKON EQUIPMENTS LIMITED, 

  	
   

  	
   

  	 

	
  a company created under
  the laws of the 

  	
   

  	
   

  	 

	
  United Kingdom 

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  	 

	
  By:

  	
  /s/ Patrick C.
  O’Connor  

  	
   

  	
   

  	
   

  	 

	
  Name:

  	
  Patrick C. O’Connor for
  Aviza

  	
   

  	
   

  	
   

  	 

	
  Technology, Inc. 

  	
   

  	
   

  	
   

  	
   

  	 

	
  Title:

  	
  Executive Vice
  President and CFO

  	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  	 

	
  BANK OF
  AMERICA, N.A.  

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  	 

	
  By:

  	
  /s/ Stephen King 

  	
   

  	
   

  	
   

  	 

	
  Name:

  	
  Stephen King 

  	
   

  	
   

  	
   

  	 

	
  Title:

  	
  Vice President

  	
   

  	
   

  	
   

  	 

																							



 



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Each of  the
undersigned has executed a separate guaranty (collectively referred to herein
as the “Continuing Guaranty”) respecting the obligations of Aviza, Inc.,
a Delaware corporation, formerly known as Aviza Technology, Inc. (“Borrower”),
owing to Bank of America, N.A. (“Lender”), as set forth in that certain
Credit Agreement dated as of August 6, 2004, as amended from time to time.  Each of the 
undersigned acknowledges the terms of the above Amendment and reaffirms
and agrees that: its respective Continuing Guaranty remains in full force and
effect; nothing in any Continuing Guaranty obligates Lender to notify the
undersigned of any changes in the financial accommodations made available to
Borrower or to seek reaffirmations of any Continuing Guaranty; and no
requirement to so notify the undersigned or to seek reaffirmations in the
future shall be implied by the execution of this reaffirmation.


	
  

  	
   

  	
  AVIZA
  TECHNOLOGY INTERNATIONAL, INC.,  

  
	
   

  	
   

  	
  a Delaware corporation 

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Patrick C. O’Connor

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  	
   

  	 

	
   

  	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  VANTAGEPOINT VENTURE PARTNERS
  IV, L.P.,   

  
	
   

  	
   

  	
  a Delaware limited
  partnership

  
	
  By:VantagePoint Venture

  	
   

  	
   

  
	
  Associates IV, LLC Its
  General

  	
   

  	
   

  
	
  Partner

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Alan E. Salzman 

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Alan E. Salzman

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Managing Member

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  VANTAGEPOINT VENTURE PARTNERS
  IV (Q),  

  
	
   

  	
   

  	
  L.P., a
  Delaware limited partnership

  
	
  By:VantagePoint Venture

  	
   

  	
   

  
	
  Associates IV, LLC Its
  General

  	
   

  	
   

  
	
  Partner

  	
   

  	
  By:

  	
  /s/ Alan E. Salzman 

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Alan E. Salzman 

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Managing Member

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
											



 



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