Exhibit 10.23

THIS AGREEMENT IS SUBJECT TO THE TERMS OF AN INTERCREDITOR AND SUBORDINATION AGREEMENT DATED AS OF AUGUST 6, 2004, BY AND AMONG BANK OF AMERICA, N.A., VANTAGEPOINT VENTURE PARTNERS IV, L.P., AND VANTAGEPOINT VENTURE PARTNERS IV (Q), L.P.

REIMBURSEMENT AGREEMENT

This REIMBURSEMENT AGREEMENT , dated as of August 6, 2004 (this “ Agreement ”), is entered into by and between Aviza Technology, Inc. , a Delaware corporation (“ Obligor ”), VantagePoint Venture Partners IV, L.P. , a Delaware limited partnership and VantagePoint Venture Partners IV (Q), L.P. , a Delaware limited partnership (collectively, the “ Guarantors ” and each a “ Guarantor ”) and VantagePoint Venture Partners IV (Q), L.P. , a Delaware limited partnership, as the administrative agent for the Guarantors (“ Agent ”).

RECITALS

A.            Reference is made to that certain Credit Agreement, dated as of August 6, 2004 (as amended and in effect from time to time, the “ Credit Facility ”), by and between Bank of America, N.A. (“ Bank ”) and Obligor.  It is a condition precedent to the extension of Loans under the Credit Facility that Guarantors provide a guaranty of the Loans to be borrowed under the Credit Facility.

B.            Obligor has requested that Guarantors enter into that certain Continuing Guaranty, dated as of August 6, 2004 (as amended and in effect from time to time, the “ Credit Guaranty ”), to be executed by each of the Guarantors for the benefit of Bank, pursuant to which the Guarantors will guarantee up to Twenty Million Dollars ($20,000,000) in principal amount of Loans under the Credit Facility.

C.            In order to induce Guarantors to enter into the Credit Guaranty, (i) Obligor has agreed to enter into this Agreement with Guarantors, (ii) Aviza Technology International, Inc., a Delaware corporation (together with any other Subsidiary that executes a Subsidiary Joinder pursuant to Section 4(a)(iv) , the “ Subsidiary Guarantors ” and each a “ Subsidiary Guarantor ”) has agreed to enter into a Subsidiary Guaranty (as amended and in effect from time to time, the “ Subsidiary Guaranty ”) to guaranty Obligor’s obligations to Guarantors under this Agreement and (iii) Obligor and the other Grantors (as defined in the Security Agreement) have agreed to enter into a Security Agreement, dated as of the date hereof (as amended and in effect from time to time, the “ Security Agreement ”), to secure their respective obligations under this Agreement and the Subsidiary Guaranty.

D.            Capitalized terms used and not otherwise defined in this Agreement shall have the respective meanings set forth in Section 6 hereof.

AGREEMENT

NOW, THEREFORE, in consideration of the above recitals and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, Obligor hereby agrees with Guarantors and Agent as follows:

1.              Reimbursement .  (a)  If Guarantors shall at any time or from time to time be required to make any payment (i) under the Credit Guaranty for any Drawn Amounts, or (ii) in payment of a Guaranty Expense Amount, then Agent, at the direction of Required Guarantors, may give Obligor written notice of any such payments and Obligor shall, if not prohibited under the terms of the Credit Facility, reimburse Agent within two (2) business days of receipt of such written notice an amount equal to such Drawn Amounts and/or Guaranty Expense Amount, as applicable.

(b)            Obligor’s Obligations hereunder are absolute, unconditional and irrevocable and shall not be reduced by any set-off or any event or occurrence including any action or inaction by Agent or Guarantors or any other party or by any unenforceability of the Credit Facility. Any Obligations not paid when due shall bear interest a rate per annum of 10%.

(c)            All payments by Obligor shall be made to Agent for the account of all of the Guarantors and shall be made in immediately available funds, no later than 1:00 p.m. (California time) on the date specified herein.  Any payment received by Agent later than 1:00 p.m. (California time), shall be deemed to have been received on the following business day and any applicable interest shall continue to accrue until such following business day.

(d)            Except as otherwise provided in this Agreement, aggregate payments made pursuant to this Section 1 shall be apportioned ratably among the Guarantors and payments of Guaranty Expense Amounts (other than fees or expenses that are for Agent’s separate account) shall be apportioned ratably among the Guarantors.  All payments shall be remitted to Agent and all such payments and all proceeds of Collateral received by Agent, shall be applied as follows:

(i)             first , to pay any Guaranty Expense Amounts then due to Agent under the Transaction Documents, until paid in full;

(ii)            second , to pay any Guaranty Expense Amount then due to the Guarantors under the Transaction Documents, on a ratable basis, until paid in full;

(iii)           third , to pay any interest due in respect of Drawn Amounts to the Guarantors under this Agreement, on a ratable basis, until paid in full; and

(iv)           fourth , to pay any Drawn Amounts then due to the Guarantors under this Agreement, on a ratable basis, until paid in full.

Except as otherwise provided in this Agreement, rights, interests and obligations of each Guarantor under this Agreement and related Transaction Documents, including security interests in the Collateral under the Security Agreement, shall be shared by each Guarantor in the ratio of (a) the aggregate Drawn Amount paid by such Guarantor to Bank pursuant to the Credit Guaranty to (b) the aggregate Drawn Amounts paid by all Guarantors to Bank pursuant to the Credit Guaranty; and if no Drawn Amounts have been paid to Bank, then the ratio of (y) a Guarantor’s Guaranty Commitment to (z) the aggregate Guaranty Commitments of all

2

Guarantors.  Any reference in this Agreement to an allocation between or sharing by Guarantors of any right, interest or obligation “ratably,” “proportionally” or in similar terms shall refer to this ratio.

2.              Representations and Warranties of Obligor .  Obligor represents and warrants to Agent and Guarantors that:

(a)  Due Incorporation, Qualification, etc .  Obligor (i) is a corporation duly organized, validly existing and in good standing under the laws of its state of incorporation; (ii) has the corporate power and authority to own, lease and operate its properties and carry on its business as now conducted; and (iii) is duly qualified, licensed to do business and in good standing as a foreign corporation in each jurisdiction where the failure to be so qualified or licensed could reasonably be expected to have a material adverse effect on the business, financial condition or results of operations of Obligor.

(b)            Authority .  The execution, delivery and performance by Obligor of this Agreement and the other Transaction Documents to which it is a party and the consummation of the transactions contemplated hereby (i) are within the corporate power and authority of Obligor and (ii) have been duly authorized by all necessary corporate actions on the part of Obligor.

(c)  Enforceability .  This Agreement and the other Transaction Documents to which Obligor is a party has been duly executed and delivered by Obligor and constitutes, or will constitute, a legal, valid and binding obligation of Obligor, enforceable against Obligor in accordance with its terms, except as limited by bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement of creditors’ rights generally and general principles of equity.

(d)  Non-Contravention .  The execution and delivery by Obligor of this Agreement and the other Transaction Documents and the performance and consummation of the transactions contemplated hereby do not and will not (i) violate the articles or certificate of incorporation or bylaws of Obligor or any material judgment, order, writ, decree, statute, rule or regulation applicable to Obligor; (ii) violate any provision of, or result in the breach or the acceleration of, or entitle any other person to accelerate (whether after the giving of notice or lapse of time or both), any material mortgage, indenture, agreement, instrument or contract to which Obligor is a party or by which it is bound; or (iii) result in the creation or imposition of any lien upon any property, asset or revenue of Obligor (other than those in favor of Agent) or the suspension, revocation, impairment, forfeiture, or nonrenewal of any material permit, license, authorization or approval applicable to Obligor, its business or operations, or any of its assets or properties.

(e)  Approvals .  Other than those already obtained, no consent, approval, order or authorization of, or registration, declaration or filing with, any governmental authority or other person (including, without limitation, the shareholders of Obligor) is required in connection with the execution and delivery of this Agreement and the other Transaction Documents and the performance and consummation of the transactions contemplated hereby and thereby.

(f)  Subsidiaries, etc .   Except as set forth in Schedule 1 attached hereto (setting forth the jurisdiction of incorporation or formation and percentage ownership of each shareholder), Obligor has no direct or indirect Subsidiaries, is not a partner in any partnership, a member of any limited liability company or a joint venturer in any joint venture.

3.              Deliveries .  Simultaneously with the execution and delivery of this Agreement, the following shall occur:

3

(a)  Obligor and each Subsidiary Guarantor shall have executed and delivered to Agent the Security Agreement;

(b)  Each Subsidiary Guarantor shall have executed and delivered to Agent the Subsidiary Guaranty;

(c)  Obligor and each Subsidiary Guarantor shall have executed and delivered each instrument, agreement and other document as Agent shall have reasonably requested to perfect its security interest and the priority thereof;

(d)  Obligor shall have delivered to Agent a copy, certified by an officer of Obligor, of the resolutions of Obligor’s board of directors (which shall include the approval of the disinterested members of Obligor’s board of directors) authorizing the Transaction Documents to which it is a party;

(e)  Each Subsidiary Guarantor shall have delivered to Agent a copy, certified by an officer of such Subsidiary Guarantor, of the resolutions of such Subsidiary Guarantor’s board of directors (which shall include the approval of the disinterested members of such Subsidiary Guarantor’s board of directors) authorizing the Transaction Documents to which it is a party; and

(f)  Agent shall have received a copy of the Credit Facility, executed by Obligor and the Bank.

To the extent any of the foregoing shall not have occurred upon the execution and delivery of this Agreement, Obligor agrees (as a covenant and not merely as a condition) to promptly accomplish the same.

4.              Covenants of Obligor .

(a)  Obligor agrees:

(i)             To timely perform all of its obligations to Bank under the Credit Facility;

(ii)            To give Agent prompt notice of any payment default by Obligor under the Credit Facility and to use its commercially reasonable best efforts to cure any such default within the time periods permitted;

(iii)           Obligor will cause each of its Subsidiaries (other than Foreign Subsidiaries) hereafter formed or acquired, to execute and deliver to Agent a Subsidiary Joinder in the form of Attachment 1 to the Subsidiary Guaranty, to cause such Subsidiary to become a Subsidiary Guarantor under the Subsidiary Guaranty and a Grantor under the Security Agreement.  Obligor and such Subsidiary shall fully cooperate with Agent and perform all additional acts requested by Agent to effect the purposes of this Section 4(a)(iv) , including without limitation, execution and delivery of agreements, instruments, UCC financing statements, documents, and certificates all in form and substance reasonably satisfactory to Agent.

(iv)           Promptly upon the occurrence thereof, to provide written notice to Agent of the occurrence of any Event of Default hereunder.

(b)  Until indefeasible payment in full of the Obligations (other than inchoate indemnity obligations) and the termination of the Credit Guaranty, Obligor agrees that without the prior written consent of Agent, Obligor shall, and shall cause each of its Subsidiaries to, comply with the covenants set forth in

4

Sections 7.9, 7.10, 7.12 through 7.15 and 7.18 of the Credit Facility, each of which is hereby incorporated by reference as though fully set forth herein.

5.              Default and Remedies .  Obligor shall be in default under this Agreement upon the occurrence and during the continuance of any of the following events (each, an “ Event of Default ”):

(a)  Obligor shall default with respect to any payment obligation hereunder; or

(b)  Any representation or warranty made by Obligor in this Agreement, any Transaction Document or in the Credit Facility, or as an inducement to any of the Guarantors to enter into the Credit Guaranty, shall be false, incorrect, incomplete or misleading in any material respect when made or furnished; or

(c)  Obligor or any Subsidiaries shall fail to observe or perform any provision of Section 4 of this Agreement.

(d)  Obligor or any of its Subsidiaries shall fail to observe or perform any other covenant, obligation, condition or agreement contained in this Agreement or the other Transaction Documents (other than those specified in Section 5(a)  and Section 5(c) ) and (i) such failure shall continue for fifteen (15) days, or (ii) if such failure is not curable within such fifteen (15) day period, but is reasonably capable of cure within thirty (30) days, either (A) such failure shall continue for thirty (30) days or (B) Obligor or any such Subsidiary shall not have commenced a cure in a manner reasonably satisfactory to Agent within the initial fifteen (15) day period; or

(e)  Obligor or any of its Subsidiaries shall default in the observance or performance of any other agreement, term or condition contained in any bond, debenture, note or other evidence of Indebtedness, and the effect of such failure or default is to cause, or permit the holder or holders of such Indebtedness thereof