Item 1.01 Entry into a Material Definitive Agreement.

On February 4, 2009, Ultra Clean Technology Systems and Services, Inc. and UCT Sieger Engineering LLC (the "Borrowers"), each a wholly-owned subsidiary of Ultra Clean Holdings, Inc. (the "Company"), entered into a Sixth Amendment to the Loan and Security Agreement and Amendment to Guaranty (the "Loan Amendment") with Silicon Valley Bank (the "Lender") to amend the Loan and Security Agreement dated as of June 29, 2006 between the Borrowers and the Lenders (the "Loan Agreement") and to amend the Unconditional Guaranty by the Company in favor of the Lender in connection with the Loan Agreement.

The Loan Amendment extends the maturity on the credit facilities to January 29, 2012, while reducing the revolving line of credit to $20 million from $25 million (subject to the borrowing base maximum), based on the Borrowers' request, and providing for a new term loan of $3 million. The interest on outstanding loans under the revolving line of credit is amended to a rate per annum of prime rate plus 0.25%, and the interest rate on the new term loan is a rate per annum of prime rate plus 0.75%, each subject to a prime rate floor of 4.00%. The Borrowers are required to pay an unused line fee of 0.40% per annum payable monthly in arrears on the unused portion of the revolving line.

The Loan Amendment amends the financial covenants to include a maintenance of a minimum monthly tangible net worth and a minimum monthly liquidity coverage ratio, each as defined and further described in the Loan Amendment.

The foregoing description is qualified in its entirety by reference to the Loan Agreement, as amended, attached as Exhibits 10.1 to the Original 8-K.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

Information set forth in Item 1.01 is incorporated herein by reference.

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