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from 10-Q 11 pages Fifth Amendment to Loan and Security Agreement

from 10-Q 3 pages Third Amendment to Loan and Security Agreement

from 10-Q 11 pages Second Amendment to Loan and Security Agreement

from 10-Q 3 pages First Amendment to Loan and Security Agreement

from 10-K 1 page Comerica Bank MC 4120 226 Airport Parkway, Suite 100 San Jose, Ca 95110 February 11, 2009 Timothy Stultz, PH.D. President and CEO Bruce Crawford Chief Operating Officer Nanometrics Incorporated 1550 Buckeye Drive Milpitas, Ca 95035 Re: Nanometrics Incorporated (“Borrower”) Obligor Number 87 18034090 Dear Gentleman: Sincerely, Comerica Bank By: /S/ Stephanie Karic Stephanie Karic Vice President Acknowledged and Accepted on 2-18-09: Nanometrics Incorporated By: /S/ Timothy J. Stultz Name Timothy J. Stultz Title President and CEO

from 10-Q 42 pages Loan and Security Agreement

from 10-K ~10 pages Loan Agreement and Guarantee

from 10-K ~10 pages Material contract