FORM OF INDEMNITY AGREEMENTIndemnity Agreement • August 26th, 2005 • New Athletics, Inc. • Special industry machinery, nec • Delaware
This Indemnity Agreement (“Agreement”) is made as of •, 2005 by and between NEW ATHLETICS, INC., a Delaware corporation (the “Company”), and • (“Indemnitee”).
JOINT DEVELOPMENT AGREEMENT by and between TRIKON TECHNOLOGIES, INC. and AVIZA TECHNOLOGY, INC. dated March 14, 2005Joint Development Agreement • October 28th, 2005 • New Athletics, Inc. • Special industry machinery, nec • California
This Joint Development Agreement (the “Agreement”) is made and entered into as of this 14th day of March, 2005 (“Effective Date”), by and between Aviza Technology, Inc., a Delaware corporation (“Aviza”), and Trikon Technologies, Inc. a Delaware corporation (“Trikon”). (As used in this Agreement, each of Aviza and Trikon is a “Party” and collectively the “Parties.”)
AVIZA TECHNOLOGY, INC. SERIES B PREFERRED STOCK PURCHASE AGREEMENT March 11, 2005Preferred Stock Purchase Agreement • September 28th, 2005 • New Athletics, Inc. • Special industry machinery, nec • California
This Series B Preferred Stock Purchase Agreement (this “Agreement”) is made as of March 11, 2005 by and among Aviza Technology, Inc., a Delaware corporation (the “Company”) and the investors listed on Exhibit A hereto (each a “Purchaser” and together the “Purchasers”).
LICENSE AGREEMENTLicense Agreement • October 14th, 2005 • New Athletics, Inc. • Special industry machinery, nec • California
This AGREEMENT (the “Agreement”) dated as of February [ ], 2002 is made by and between IPS, Ltd., a corporation duly organized and existing under the laws of the Republic of Korea (“Korea”) and having its principal office at #33 Jije-dong, Pyungtaek, Kyungki-Do, Korea (“Licensor”), and ASML US, Inc., acting under the name of ASML Thermal Division, a corporation duly organized and existing under the laws of the State of Delaware and having its principal office at 440 Kings Village Road, Scotts Valley, CA 95055 (the “Company”).
Re: Employment AgreementMerger Agreement • April 7th, 2006 • Aviza Technology, Inc. • Special industry machinery, nec • California
Aviza Technology, Inc. (the “Company”) is pleased to offer you the position of President and Chief Executive Officer. This letter (the “Agreement”) sets forth, among other things, the terms of your employment with the Company.
SECOND AMENDED AND RESTATED STOCKHOLDER AGREEMENT BY AND AMONG NEW ATHLETICS, INC., TRIKON TECHNOLOGIES, INC., VANTAGEPOINT VENTURE PARTNERS IV (Q), L.P., VANTAGEPOINT VENTURE PARTNERS IV, L.P. AND VANTAGEPOINT VENTURE PARTNERS IV PRINCIPALS FUND,...Stockholder Agreement • October 28th, 2005 • New Athletics, Inc. • Special industry machinery, nec • Delaware
THIS SECOND AMENDED AND RESTATED STOCKHOLDER AGREEMENT (the “Agreement”) is entered into as of October 18, 2005 and amends and restates in its entirety that certain Amended and Restated Stockholder Agreement entered into as of September 27, 2005 by and among New Athletics, Inc., a Delaware corporation (“Parent”), Trikon Technologies, Inc., a Delaware corporation (“Trikon”), and VantagePoint Venture Partners IV (Q), L.P., VantagePoint Venture Partners IV, L.P. and VantagePoint Venture Partners IV Principals Fund, L.P. (collectively, “VPVP”).
SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • October 3rd, 2008 • Aviza Technology, Inc. • Special industry machinery, nec
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”).
AVIZA TECHNOLOGY, INC. SERIES B-1 PREFERRED STOCK PURCHASE AGREEMENT September 27, 2005Preferred Stock Purchase Agreement • September 28th, 2005 • New Athletics, Inc. • Special industry machinery, nec • California
This Series B-1 Preferred Stock Purchase Agreement (this “Agreement”) is made as of September 27, 2005 by and among Aviza Technology, Inc., a Delaware corporation (the “Company”) and the investors listed on Exhibit A hereto (each a “Purchaser” and together the “Purchasers”).
MASTER LEASE AGREEMENT No. 4281828 Part IMaster Lease Agreement • June 24th, 2005 • New Athletics, Inc. • Michigan
The Master Lease agreement between the undersigned Lessor and the undersigned Lessee, is in consideration of the mutual covenants, terms and conditions herein contained, and shall apply to certain property, together with all components, parts, additions and attachments now or hereafter incorporated therein and substitutions therefore (hereinafter collectively, “Equipment”) described in the scheduled(s) to be executed pursuant hereto (each a “Schedule”). Each Schedule shall be deemed to incorporate by reference all terms and conditions of this Master Lease Agreement. This Master Lease Agreement, together with every Schedule, shall be referred to as the “Lease,” and shall be subject to the additional terms and conditions set forth in the Schedules. All Schedules held by the same Lessor shall constitute one lease. The Lease shall be effective with respect to each Schedule from and after the date said Schedule is fully executed. The term of this Lease with respect to any item of Equipment
CREDIT AGREEMENTCredit Agreement • June 24th, 2005 • New Athletics, Inc. • California
This Credit Agreement, dated as of August 6, 2004, (this “Agreement”) between BANK OF AMERICA, N.A. with an office at 55 South Lake Avenue, Pasadena, California 91101 (the “Lender”), and, AVIZA TECHNOLOGY, INC., a Delaware corporation, with offices at 440 Kings Village Road, Scotts Valley, California 95066 (the “Borrower”).
PURCHASE AGREEMENT AND JOINT AND MUTUAL ESCROW INSTRUCTIONSPurchase Agreement • July 13th, 2007 • Aviza Technology, Inc. • Special industry machinery, nec • California
THIS AGREEMENT AND JOINT AND MUTUAL ESCROW INSTRUCTIONS is dated as of July 9, 2007 (the “Effective Date”), by and between AVIZA TECHNOLOGY, INC., a Delaware corporation (“Seller”), and MORLEY BROS., LLC, a California limited liability company (“Buyer”).
AMENDMENT NO. 2 TO SECOND AMENDED AND RESTATED STOCKHOLDER AGREEMENTStockholder Agreement • December 21st, 2006 • Aviza Technology, Inc. • Special industry machinery, nec • Delaware
This Amendment No. 2, dated as of December 1, 2006 (this “Amendment No. 2”), to the Second Amended and Restated Stockholder Agreement, dated as of October 18, 2005 and amended as of April 24, 2006 (the “Agreement”), is entered into by and among Aviza Technology, Inc. (formerly, New Athletics, Inc.), a Delaware corporation (“Parent”), Trikon Technologies, Inc., a Delaware corporation (“Trikon”), and VantagePoint Venture Partners IV (Q), L.P., VantagePoint Venture Partners IV, L.P. and VantagePoint Venture Partners IV Principals Fund, L.P. (collectively, “VPVP”).
ContractReimbursement Agreement • June 24th, 2005 • New Athletics, Inc. • California
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.
AMENDMENT NO. 4 TO CREDIT AGREEMENTCredit Agreement • December 28th, 2005 • Aviza Technology, Inc. • Special industry machinery, nec • California
THIS AMENDMENT NO. 4 TO CREDIT AGREEMENT (“Amendment”) is dated as of December 1, 2005 and is entered into by and between AVIZA TECHNOLOGY, INC., a Delaware corporation (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).
ContractSecurity Agreement • June 24th, 2005 • New Athletics, Inc. • California
THIS AGREEMENT IS SUBJECT TO THE TERMS OF AN INTERCREDITOR AND SUBORDINATION AGREEMENT DATED AS OF AUGUST 6, 2004 (THE “SUBORDINATION AGREEMENT”), BY AND AMONG BANK OF AMERICA, N.A., VANTAGEPOINT VENTURE PARTNERS IV, L.P., AND VANTAGEPOINT VENTURE PARTNERS IV (Q), L.P.
ContractAsset Purchase Agreement • February 11th, 2008 • Aviza Technology, Inc. • Special industry machinery, nec • California
Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as “***”. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission.
AMENDMENT NO. 5 TO CREDIT AGREEMENTCredit Agreement • April 25th, 2006 • Aviza Technology, Inc. • Special industry machinery, nec • California
THIS AMENDMENT NO. 5 TO CREDIT AGREEMENT (“Amendment”) is dated as of March 31, 2006 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).
AMENDMENT NO. 7 TO CREDIT AGREEMENTCredit Agreement • April 4th, 2007 • Aviza Technology, Inc. • Special industry machinery, nec • California
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).
PURCHASE AGREEMENT AND JOINT AND MUTUAL ESCROW INSTRUCTIONS Between AVIZA TECHNOLOGY, INC. And FOWLER PROPERTY ACQUISITIONS, LLCLease Agreement • March 12th, 2008 • Aviza Technology, Inc. • Special industry machinery, nec • California
This Lease Agreement (“Lease”) is entered into as of , 2008 (the “Commencement Date”) between FPA KINGS VILLAGE ASSOCIATES, LLC, a Delaware limited liability company (“Landlord”) and AVIZA TECHNOLOGY, INC., a Delaware corporation (“Tenant”).
STOCK PURCHASE AGREEMENT BY AND BETWEEN AVIZA TECHNOLOGY, INC. AND CAISSE DE DÉPÔT ET PLACEMENT DU QUÉBEC APRIL 24, 2006Stock Purchase Agreement • April 25th, 2006 • Aviza Technology, Inc. • Special industry machinery, nec • California
THIS STOCK PURCHASE AGREEMENT, dated as of April 24, 2006 (this “Agreement”), is entered into by and between Aviza Technology, Inc., a Delaware corporation (the “Company”), and Caisse de dépôt et placement du Québec, a body organized under the laws of the Province of Québec (the “Investor”).
4,000,000 Shares Aviza Technology, Inc. Common Stock FORM OF UNDERWRITING AGREEMENTAviza Technology, Inc. • February 7th, 2007 • Special industry machinery, nec • New York
Aviza Technology, Inc., a Delaware corporation (the "Company"), proposes to issue and sell four million (4,000,000) shares (the "Firm Shares") of the Company's Common Stock, $0.0001 par value per share (the "Common Stock"), to you (the "Underwriter"). The Company has also agreed to grant to you an option (the "Option") to purchase up to an additional six hundred thousand (600,000) shares of Common Stock, on the terms and for the purposes set forth in Section 1(b) (the "Option Shares"). The Firm Shares and the Option Shares are referred to collectively herein as the "Shares."
AMENDMENT NO. 2 TO CREDIT AGREEMENTCredit Agreement • June 24th, 2005 • New Athletics, Inc. • California
THIS AMENDMENT NO. 2 TO CREDIT AGREEMENT (“Amendment”) is dated as of February 23, 2005 and is entered into by and between AVIZA TECHNOLOGY, INC., a Delaware corporation (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).
AVIZA TECHNOLOGY, INC. AND AVIZA, INC. LOAN AND SECURITY AGREEMENTLoan and Security Agreement • April 19th, 2007 • Aviza Technology, Inc. • Special industry machinery, nec • California
This LOAN AND SECURITY AGREEMENT (this “Agreement”) is entered into as of April 13, 2007, 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 (“ATI”) and AVIZA, INC., a Delaware Corporation (“AI”) (each referred to individually as a “Borrower” and collectively, as the “Borrowers”).
FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • October 3rd, 2008 • Aviza Technology, Inc. • Special industry machinery, nec
THIS FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT is entered into as of September 30, 2008 (the “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”).
AMENDMENT TO SECOND AMENDED AND RESTATED STOCKHOLDER AGREEMENTStockholder Agreement • April 25th, 2006 • Aviza Technology, Inc. • Special industry machinery, nec • Delaware
This Amendment, dated as of April 24, 2006 (this “Amendment”), to the Second Amended and Restated Stockholder Agreement, dated as of October 18, 2005 (the “Agreement”), is entered into by and among Aviza Technology, Inc. (formerly, New Athletics, Inc.), a Delaware corporation (“Parent”), Trikon Technologies, Inc., a Delaware corporation (“Trikon”), and VantagePoint Venture Partners IV (Q), L.P., VantagePoint Venture Partners IV, L.P. and VantagePoint Venture Partners IV Principals Fund, L.P. (collectively, “VPVP”).
AMENDMENT NO. 1 TO CREDIT AGREEMENTCredit Agreement • June 24th, 2005 • New Athletics, Inc. • California
THIS AMENDMENT NO. 1 TO CREDIT AGREEMENT (“Amendment”) is dated as of September 23, 2004 and is entered into by and between AVIZA TECHNOLOGY, INC., a Delaware corporation (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).
SECOND AMENDED AND RESTATED STOCKHOLDER AGREEMENT BY AND AMONG NEW ATHLETICS, INC., TRIKON TECHNOLOGIES, INC., VANTAGEPOINT VENTURE PARTNERS IV (Q), L.P., VANTAGEPOINT VENTURE PARTNERS IV, L.P. AND VANTAGEPOINT VENTURE PARTNERS IV PRINCIPALS FUND,...Stockholder Agreement • December 9th, 2005 • Aviza Technology, Inc. • Special industry machinery, nec • Delaware
THIS SECOND AMENDED AND RESTATED STOCKHOLDER AGREEMENT (the “Agreement”) is entered into as of October 18, 2005 and amends and restates in its entirety that certain Amended and Restated Stockholder Agreement entered into as of September 27, 2005 by and among New Athletics, Inc., a Delaware corporation (“Parent”), Trikon Technologies, Inc., a Delaware corporation (“Trikon”), and VantagePoint Venture Partners IV (Q), L.P., VantagePoint Venture Partners IV, L.P. and VantagePoint Venture Partners IV Principals Fund, L.P. (collectively, “VPVP”).
AMENDMENT NO. 6 TO CREDIT AGREEMENTCredit Agreement • June 5th, 2006 • Aviza Technology, Inc. • Special industry machinery, nec • California
THIS AMENDMENT NO. 6 TO CREDIT AGREEMENT (“Amendment”) is dated as of May 1, 2006 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).
AGREEMENT FOR PURCHASE AND SALE OF REAL PROPERTY AND ESCROW INSTRUCTIONS [Scotts Valley, CA]Agreement for Purchase and Sale • March 17th, 2006 • Aviza Technology, Inc. • Special industry machinery, nec
THIS AGREEMENT FOR PURCHASE AND SALE OF REAL PROPERTY AND ESCROW INSTRUCTIONS (“Agreement”) is made as of March 16, 2006 (“Agreement Date”), between AVIZA TECHNOLOGY, INC., a Delaware corporation (“Seller”), and KB HOME SOUTH BAY INC., a California corporation (“Buyer”), with reference to the following facts:
JOINT FILING AGREEMENT December 9, 2005Joint Filing Agreement • December 9th, 2005 • Aviza Technology, Inc. • Special industry machinery, nec
In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with the other parties hereto on behalf of each of them a statement on Schedule 13D (including amendments thereto) with respect to the common stock, par value $0.0001 per share, of Aviza Technology, Inc., a Delaware corporation, and that this agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
12,000,000 LOAN AND SECURITY AGREEMENT between AVIZA TECHNOLOGY, INC., as BorrowerLoan and Security Agreement • June 24th, 2005 • New Athletics, Inc. • New York
THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of September 23, 2004, by AVIZA TECHNOLOGY, INC., a Delaware corporation (“Borrower”), having an address at 440 Kings Village Road, Scotts Valley, California 95066 and iSTAR FINANCIAL INC., a Maryland corporation (together with its successors and assigns, hereinafter referred to as “Lender”), with offices at 1114 Avenue of the Americas, 27th Floor, New York, New York 10036.
AMENDMENT NO. 3 TO CREDIT AGREEMENTCredit Agreement • September 28th, 2005 • New Athletics, Inc. • Special industry machinery, nec • California
THIS AMENDMENT NO. 3 TO CREDIT AGREEMENT (“Amendment”) is dated as of September 26, 2005 and is entered into by and between AVIZA TECHNOLOGY, INC., a Delaware corporation (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).
CONTINUING GUARANTYContinuing Guaranty • June 24th, 2005 • New Athletics, Inc. • California
This CONTINUING GUARANTY, dated as of August 6, 2004, is made by VANTAGEPOINT VENTURE PARTNERS IV, L.P., a Delaware limited partnership (“VPVP IV”) and VANTAGEPOINT VENTURE PARTNERS IV (Q), L.P., a Delaware limited partnership (“VPVP Q”) (VPVP IV and VPVP Q are each individually referred to herein as a “Guarantor,” and collectively, the “Guarantors”), in favor of BANK OF AMERICA, N.A., (“Lender”), in light of the following:
