Exhibit 10.2
SECOND AMENDMENT
TO
LOAN AND SECURITY
AGREEMENT
THIS SECOND AMENDMENT TO LOAN AND
SECURITY AGREEMENT is
entered into as of October 1, 2008 (the “ Second
Amendment ”), by and among United Commercial Bank
(“ Agent ”), the financial institutions named on
the signature pages hereto (each, a “ Lender
” and collectively, the “ Lenders ”), and
Aviza Technology, Inc., a Delaware corporation, and
Aviza, Inc., a Delaware corporation (each referred to
individually as a “ Borrower ” and collectively,
as the “ Borrowers ”).
RECITALS
Borrowers and Agent are parties to
that certain Loan and Security Agreement dated as of April 13,
2007, as amended from time to time, including that certain First
Amendment to Loan and Security Agreement dated as of
September 30, 2008 (the “ Agreement
”). The parties desire to amend the Agreement in
accordance with the terms of this Second Amendment.
NOW, THEREFORE
, the parties agree as
follows:
1.
The following defined term in
Section 1.1 of the Agreement is hereby amended to read as
follows:
“Revolving Facility
Advance Maturity Date” means October 13, 2009; provided however,
that in the event Borrowers’ net income, excluding
stock-based compensation, amortization expense, depreciation
expense, net interest expense and other noncash expenses, for the
quarter ending December 31, 2008 is less than $500,000, then
the Revolving Facility Advance Maturity Date shall mean
April 13, 2009.
2.
Unless otherwise defined, all
initially capitalized terms in this Second Amendment sh
