Exhibit 10.11
THIRD AMENDMENT
TO LOAN AND SECURITY AGREEMENT
This Third Amendment to Loan and
Security Agreement (this “Amendment”) is entered into
as of June 15, 2009, by and between COMERICA BANK
(“Bank”) and NANOMETRICS INCORPORATED
(“Borrower”), successor by merger to ACCENT OPTICAL
TECHNOLOGIES NANOMETRICS, INC., successor by merger to NANOMETRICS
IVS DIVISION, INC.
RECITALS
Borrower and Bank are parties to
that certain Loan and Security Agreement dated as of
February 14, 2007, as amended from time to time, including,
without limitation by that certain First Amendment to Loan and
Security Agreement dated September 14, 2007 and that certain
Second Amendment to Loan and Security Agreement dated as of
April 29, 2009 (collectively, the “Agreement”).
The parties desire to amend the Agreement in accordance with the
terms of this Amendment.
NOW, THEREFORE, the parties agree as
follows:
1. The definition of “Base
Amount” set forth in Exhibit A to the Agreement is hereby
amended and restated to read in its entirety as follows:
“Base Amount” shall
mean, as of the last date of any fiscal quarter, the amount set
forth in the table below for such fiscal quarter:
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Base Amount
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March 28, 2009
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$
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75,000,000.00
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June 27, 2009, and at all times
thereafter
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$
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65,000,000.00
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2. No course of dealing on the part
of Bank or its officers, nor any failure or delay in the exercise
of any right by Bank, shall operate as a waiver thereof, and any
single or partial exercise of any such right shall not preclude any
later exercise o
